Interim report
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Consolidated Financial Results for the Fiscal Year Ended July 31, 2026 [Japanese GAAP] September 10, 2026 Company name: Visional, Inc. Stock exchange listing: Tokyo Stock Exchange Code number: 4194 URL: https://www.visional.inc/ Representative: Soichiro Minami, Representative Director and CEO Contact: Risako Suefuji, Director and CFO Phone: +81-3-4540-6200 Scheduled date of Annual General Meeting of Shareholders: October 22, 2026 Scheduled date of commencing dividend payments: – Scheduled date of filing annual securities report: October 21, 2026 Availability of supplementary explanatory materials on financial results: Available Schedule of financial results briefing session: Scheduled (for institutional investors and securities analysts) (Amounts of less than one million yen are rounded down.) 1. Consolidated Financial Results for the Fiscal Year Ended July 31, 2026 (August 1, 2025 – July 31, 2026) (1) Consolidated Operating Results (% indicates changes from the previous corresponding period.) Net sales Operating profit Ordinary profit Profit attributable to owners of parent Fiscal year ended Million yen % Million yen % Million yen % Million yen % July 31, 2026 99,300 23.9 24,563 14.6 26,700 17.5 18,566 16.4 July 31, 2025 80,161 21.2 21,442 20.2 22,715 22.9 15,950 22.8 (Note) Comprehensive income: Fiscal year ended July 31, 2026: ¥18,732 million [16.8%] Fiscal year ended July 31, 2025: ¥16,040 million [24.5%] Basic earnings per share Diluted earnings per share Return on equity Ordinary profit to total assets Operating profit to net sales Fiscal year ended Yen Yen % % % July 31, 2026 461.44 449.03 24.2 24.5 24.7 July 31, 2025 400.76 385.86 26.7 26.5 26.7 (Reference) Equity in earnings (losses) of affiliated companies: Fiscal year ended July 31, 2026: ¥294 million Fiscal year ended July 31, 2025: ¥319 million (2) Consolidated Financial Position Total assets Net assets Equity ratio Net assets per share Million yen Million yen % Yen As of July 31, 2026 122,396 86,823 70.3 2,125.29 As of July 31, 2025 95,405 67,759 70.5 1,676.22 (Reference) Equity: As of July 31, 2026: ¥86,046 million As of July 31, 2025: ¥67,213 million Disclaimer: This document is an English translation of the original Japanese language document and has been prepared solely for reference purposes. In the event of any discrepancy between this English translation and the original Japanese language document, the original Japanese language document shall prevail in all respects.
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(3) Consolidated Cash Flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities Cash and cash equivalents at end of period Million yen Million yen Million yen Million yen As of July 31, 2026 23,441 (13,206) (192) 82,849 As of July 31, 2025 19,587 (3,658) (1,247) 72,779 2. Dividends Annual Dividend Total dividends Dividend payment ratio (consolidated) Dividend / Net assets (consolidated) 1Q 2Q 3Q Year-end Annual Yen Yen Yen Yen Yen millions of yen % % Fiscal year ended July 31, 2025 ― 0.00 ― 0.00 0.00 ― ― ― Fiscal year ended July 31, 2026 ― 0.00 ― 0.00 0.00 ― ― ― Fiscal year ending July 31, 2027 (Forecast) ― 0.00 ― 0.00 0.00 ― 3. Consolidated Financial Results Forecast for the Fiscal Year Ending July 31, 2027 (August 1, 2026 - July 31, 2027) (% indicates changes from the previous corresponding period.) Net sales Operating profit Ordinary profit Profit attributable to owners of parent Basic earnings per share Million yen % Million yen % Million yen % Million yen % Yen Full-year 119,850 20.7 26,600 8.3 27,945 4.7 18,569 0.0 458.64 (Note) For details, please refer to “1. Overview of Operating Results (4) Future Outlook” on page 4 of the Attachments. * Notes: (1) Significant changes in the scope of consolidation during the period: Yes Newly included: 1 company (Thinkings, Inc.) Note: For details, please refer to “3. Consolidated Financial Statements and Principal Notes, (5) Notes to Consolidated Financial Statements, (Business combination)” on page 12 of the Attachments. (2) Changes in accounting policies, changes in accounting estimates and retrospective restatement 1) Changes in accounting policies due to the revision of accounting standards: None 2) Changes in accounting policies other than 1) above: None 3) Changes in accounting estimates: None 4) Retrospective restatement: None (3) Total number of issued shares (common shares) 1) Total number of issued shares at the end of the period (including treasury shares): July 31, 2026: 40,487,100 shares July 31, 2025: 40,097,400 shares 2) Total number of treasury shares at the end of the period: July 31, 2026: 375 shares July 31, 2025: 351 shares 3) Average number of shares during the period: Fiscal year ended July 31, 2026: 40,236,046 shares Fiscal year ended July 31, 2025: 39,800,060 shares
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Reference: Summary of Non-consolidated Financial Results Non-consolidated Financial Results for the Fiscal Year Ended July 31, 2026 (August 1, 2025 - July 31, 2026) (1) Non-consolidated Operating Results (% indicates changes from the previous corresponding period.) Net sales Operating profit Ordinary profit Profit Fiscal year ended Million yen % Million yen % Million yen % Million yen % July 31, 2026 20,814 0.5 13,550 (4.1) 13,367 (4.8) 13,738 (3.6) July 31, 2025 20,704 34.1 14,132 39.9 14,039 39.5 14,251 31.1 Basic earnings per share Diluted earnings per share Fiscal year ended Yen Yen July 31, 2026 341.45 332.26 July 31, 2025 358.08 344.77 (2) Non-consolidated Financial Position Total assets Net assets Equity ratio Net assets per share Million yen Million yen % Yen As of July 31, 2026 103,563 70,293 67.6 1,728.65 As of July 31, 2025 91,858 56,270 61.0 1,397.39 (Reference) Equity: As of July 31, 2026: ¥69,987 million As of July 31, 2025: ¥56,033 million * These consolidated financial results are outside the scope of audit by certified public accountants or an audit firm. * Explanation of the proper use of financial results forecast and other notes The statements regarding the forecast of financial results in this report are based on the information that is available to the Company, as well as certain assumptions that are deemed to be reasonable by management. Therefore, there might be cases in which actual results differ materially from forecast values due to various factors.
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1 Table of Contents - Attachments 1. Overview of Operating Results ....................................................................................................................... 2 (1) Overview of Operating Results for the Fiscal Year under Review ............................................................. 2 (2) Overview of Financial Position for the Fiscal Year under Review ............................................................ 3 (3) Overview of Cash Flows for the Fiscal Year under Review ....................................................................... 3 (4) Future Outlook ............................................................................................................................................. 4 2. Basic Policy on Selecting Accounting Standards ........................................................................................... 4 3. Consolidated Financial Statements and Principal Notes ................................................................................ 5 (1) Consolidated Balance Sheets ........................................................................................................................ 5 (2) Consolidated Statement of Income and Comprehensive Income ............................................................... 7 Consolidated Statement of Income ............................................................................................................... 7 Consolidated Statement of Comprehensive Income ..................................................................................... 8 (3) Consolidated Statements of Changes in Equity .......................................................................................... 9 (4) Consolidated Statements of Cash Flows .................................................................................................. 11 (5) Notes to Consolidated Financial Statements .............................................................................................. 12 (Notes on going concern assumption) ................................................................................................. 12 (Business combination) ......................................................................................................................... 12 (Segment information, etc.) ................................................................................................................ 14 (Per share information) ....................................................................................................................... 18 (Significant subsequent events) .......................................................................................................... 18
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2 1. Overview of Operating Results (1) Overview of Operating Results for the Fiscal Year under Review Statements in this document about the future reflect the Group’s judgments as of the end of the fiscal year under review. In the fiscal year under review, the Japanese economy recovered gradually, while the outlook remains uncertain due to factors such as fluctuations in the financial capital market and rising geopolitical risks including the situation in the Middle East. Under these circumstances, the BizReach business continued to boost performance of the entire Group for the fiscal year under review, backed by a continued willingness of companies to recruit human resources. As a result, in the fiscal year under review, the Group recorded net sales of ¥99,300 million (up 23.9% year on year), operating profit of ¥24,563 million (up 14.6% year on year), ordinary profit of ¥26,700 million (up 17.5% year on year), and profit attributable to owners of parent of ¥18,566 million (up 16.4% year on year). Performance by segment was as follows. (Net sales represent net sales to external customers.) (i) HR Tech The HR Tech segment consists of BizReach, HRMOS, and other HR Tech services. In the BizReach business, as of the end of the fiscal year under review, the cumulative number of registered direct employers (Note 1) increased to more than 45,800 (compared to more than 38,100 as of the end of the previous fiscal year), the number of active headhunters (Note 2) rose to more than 9,500 (compared to more than 9,000 as of the end of the previous fiscal year), and the number of scoutable job seekers (Note 3) increased to more than 3.53 million (compared to more than 3.07 million as of the end of the previous fiscal year), as a result of the continued solid demand for human resources in the professional human resources domain and aggressive advertising activities. All of its growth indices have grown in comparison to the end of the previous fiscal year, and the BizReach business recorded net sales of ¥80,126 million (up 16.8% year on year), and adjusted operating profit before corporate expense allocation (Note 4) of ¥33,093 million (up 16.5% year on year). In the HRMOS business, we are conducting marketing and advertising activities to expand the number of customers while continuing product investments. We are working to expand its use by continuing various campaigns, including TV commercials for “HRMOS Workforce” released in April 2026. As for KPI of HRMOS (Note 5), ARR (Note 6) rose 177.0% to ¥ 10,337 million, the number of unique paying customers (Note 7) increased 341.9% to 10,699, and ARPU (Note 8) decreased 37.3% to ¥80,520 from the end of the same period of the previous fiscal year. The churn rate (Note 9), which is a 12-month average, was 0.48%. The HRMOS business recorded net sales of ¥9,289 million (up 78.2% year on year), and an adjusted operating loss before corporate expense allocation (Note 4) of ¥485 million (operating loss before corporate expense allocation of ¥769 million for the same period of the previous fiscal year). As a result, in the fiscal year under review, the HR Tech segment recorded net sales of ¥93,807 million (up 21.9% year on year) and segment profit of ¥28,673 million (up 15.9% year on year). (Notes) 1. The total number of direct employers that have subscribed to BizReach, excluding headhunters 2. The number of headhunters that have been screened by BizReach, Inc. 3. The number of registered BizReach users who have configured their employment history to be disclosed to direct employers or who have configured their employment history to be disclosed to headhunters 4. This is the operating profit or loss of the business before bearing the personnel expenses and ancillary outsourcing and other general administrative expenses associated with accounting, legal,
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3 human resources, and other business administration, and also personnel costs and ancillary outsourcing and other costs of the information systems and design divisions that cannot be charged directly to specific products and services 5. Includes all HRMOS-related services. For the comparisons with the end of the same period of the previous year, the combined KPI of HRMOS ATS, HRMOS Talent Management, and Internal BizReach by HRMOS services, which were previously disclosed, was used 6. Annual Recurring Revenue. This is calculated by multiplying the MRR (Monthly Recurring Revenue) in the final month of the quarter by 12. The MRR is the total monthly revenue from customers subject to recurring billing as of the end of the target period (excluding one-time revenue) 7. The number of unique paying users 8. Average Revenue per User. MRR as of the end of the month ÷ number of unique paying customers 9. Reduction in MRR due to the cancellation in the current month divided by MRR at the end of the previous month is defined as the single-month churn rate, and the churn rate is the average of the last 12 months (ii) Incubation The Incubation segment includes Trabox, M&A Succeed, yamory, and Assured, etc. Each business in the Incubation segment conducted activities within the limits of profits generated from the HR Tech segment, including human resource investment, new-product development and advertising activities. In the fiscal year under review, the segment recorded net sales of ¥5,488 million (up 74.9% year on year) and segment loss of ¥2,434 million (segment loss of ¥1,691 million for the same period of the previous fiscal year). As noted above, profits at each stage increased year on year, supported by stable profits generated by the BizReach business. The year on year increase in profit includes the impact of the tax incentives for wage increases. (2) Overview of Financial Position for the Fiscal Year under Review As of the end of the fiscal year under review, total assets amounted to ¥122,396 million, a ¥26,990 million increase since the end of the previous fiscal year. This was primarily due to a ¥10,069 million increase in cash and deposits to ¥82,849 million, a ¥1,069 million increase in notes and accounts receivable - trade, and contract assets to ¥8,281 million due to the growth in net sales, an ¥8,295 million increase in goodwill to ¥12,036 million due to purchase of shares of subsidiaries, and a ¥2,768 million increase in customer relationship to ¥3,646 million. As of the end of the fiscal year under review, total liabilities amounted to ¥35,572 million, a ¥7,925 million increase since the end of the previous fiscal year. This was primarily due to a ¥4,534 million increase in unearned contract liabilities to ¥16,660 million due to an increase in the number of direct employers using the BizReach business and a ¥1,341 million increase in income tax payable to ¥5,370 million. As of the end of the fiscal year under review, net assets amounted to ¥86,823 million, a ¥19,064 million increase since the end of the previous fiscal year. This was mainly due to a ¥18,566 million increase in retained earnings due to the recording of profit attributable to owners of parent. (3) Overview of Cash Flows for the Fiscal Year under Review Cash and cash equivalents at the end of the fiscal year under review amounted to ¥82,849 million. The status of cash flows in the fiscal year under review and the factors responsible for those results are as follows: Cash flows from operating activities resulted in a net inflow of ¥23,441 million primarily due to the recording of profit before income taxes of ¥26,203 million, a ¥3,446 million increase in contract liabilities, a ¥1,033 million increase in trade receivables, and income taxes paid of ¥7,253 million.
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4 Cash flows from investing activities resulted in a net outflow of ¥13,206 million primarily due to purchase of property, plant and equipment of ¥1,184 million and purchase of shares of subsidiaries resulting in change in scope of consolidation of ¥10,563 million. Cash flows from financing activities resulted in a net outflow of ¥192 million primarily due to proceeds from issuance of shares resulting from exercise of share acquisition rights of ¥251 million, repayments of long- term borrowings of ¥341 million, and purchase of shares of subsidiaries resulting in change in scope of consolidation of ¥121 million. (4) Future Outlook For the fiscal year ending July 31, 2027, the Group expects net sales of ¥119,850 million (up 20.7% year on year), and operating profit of ¥26,600 million (up 8.3% year on year). The Group expects net sales of ¥92,940 million (up 16.0% year on year) for the BizReach business, based on continued strength of hiring demand for professional human resources. The Group expects net sales of ¥12,600 million (up 35.6% year on year) for the HRMOS business, based on growth of each service, continuing product investments and conducting marketing and advertising activities. The Group expects ordinary profit of ¥27,945 million (up 4.7% year on year). The Group does not expect any extraordinary income or losses, and expects profit attributable to owners of parent of ¥18,569 million (up 0.0% year on year) based on the calculation of income taxes, etc. in accordance with its profit plan. 2. Basic Policy on Selecting Accounting Standards The Group prepares its consolidated financial statements in accordance with Japanese GAAP , taking into account the comparability of the consolidated financial statements with other periods.
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5 3. Consolidated Financial Statements and Principal Notes (1) Consolidated Balance Sheets (in millions of yen) As of July 31, 2025 As of July 31, 2026 Assets Current assets Cash and deposits 72,779 82,849 Notes and accounts receivable - trade, and contract assets 7,212 8,281 Other 3,152 6,140 Allowance for doubtful accounts (61) (151) Total current assets 83,083 97,120 Non-current assets Property, plant and equipment Buildings 1,438 1,654 Accumulated depreciation (333) (425) Buildings, net 1,104 1,228 Construction in progress 36 115 Other 2,203 3,002 Accumulated depreciation (1,209) (1,778) Other, net 993 1,224 Total property, plant and equipment 2,135 2,568 Intangible assets Software 127 102 Goodwill 3,741 12,036 Customer relationship 877 3,646 Other 577 2 Total intangible assets 5,324 15,788 Investments and other assets Investment securities 791 1,118 Leasehold deposits 1,684 2,460 Deferred tax assets 2,174 2,720 Other 216 633 Allowance for doubtful accounts (4) (14) Total investments and other assets 4,862 6,919 Total non-current assets 12,322 25,275 Total assets 95,405 122,396
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6 (in millions of yen) As of July 31, 2025 As of July 31, 2026 Liabilities Current liabilities Current portion of long-term borrowings 39 2 Accounts payable – other 6,228 7,017 Income tax payable 4,028 5,370 Contract liabilities 12,125 16,660 Provision for bonuses 1,339 1,753 Other 2,051 2,742 Total current liabilities 25,814 33,547 Non-current liabilities Liabilities from application of equity method 1,493 1,173 Long-term borrowings 80 154 Deferred tax liabilities 240 669 Other 17 27 Total non-current liabilities 1,832 2,024 Total liabilities 27,646 35,572 Net assets Shareholders’ equity Share capital 6,631 6,764 Deposits for subscriptions of shares 2 0 Capital surplus 9,466 9,598 Retained earnings 51,164 69,730 Treasury shares (3) (3) Total shareholders’ equity 67,261 86,091 Accumulated other comprehensive income Valuation difference on available-for-sale securities 25 (21) Foreign currency translation adjustment (73) (23) Total accumulated other comprehensive income (47) (44) Share acquisition rights 236 305 Non-controlling interests 308 471 Total net assets 67,759 86,823 Total liabilities and net assets 95,405 122,396
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7 (2) Consolidated Statement of Income and Comprehensive Income Consolidated Statement of Income (in millions of yen) For the fiscal year ended July 31, 2025 For the fiscal year ended July 31, 2026 Net sales 80,161 99,300 Cost of sales 7,262 10,741 Gross profit 72,899 88,558 Selling, general and administrative expenses 51,456 63,995 Operating profit 21,442 24,563 Non-operating income Interest income 6 25 Share of profit of entities accounted for using equity method 319 294 Penalty income 903 1,809 Other 82 65 Total non-operating income 1,311 2,195 Non-operating expenses Interest expenses 1 5 Loss on investments in investment partnerships 18 22 Foreign exchange losses － 15 Provision of allowance for doubtful accounts 5 － Commitment fees 5 5 Other 7 9 Total non-operating expenses 38 58 Ordinary profit 22,715 26,700 Extraordinary income Gain on receipt of donated non-current assets 20 － Total extraordinary income 20 － Extraordinary losses Impairment losses － 496 Loss on valuation of investment securities 36 － Total extraordinary losses 36 496 Profit before income taxes 22,700 26,203 Income taxes – current 6,870 8,489 Income taxes – deferred (231) (1,015) Total income taxes 6,638 7,474 Profit 16,061 18,729 Profit attributable to non-controlling interests 110 163 Profit attributable to owners of parent 15,950 18,566
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8 Consolidated Statement of Comprehensive Income (in millions of yen) For the fiscal year ended July 31, 2025 For the fiscal year ended July 31, 2026 Profit 16,061 18,729 Other comprehensive income Valuation difference on available-for-sale securities 52 (47) Foreign currency translation adjustment (73) 50 Total other comprehensive income (21) 3 Comprehensive income 16,040 18,732 Comprehensive income attributable to Comprehensive income attributable to owners of parent 15,929 18,582 Comprehensive income attributable to non-controlling interests 110 163
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9 (3) Consolidated Statements of Changes in Equity For the fiscal year ended July 31, 2025 (From August 1, 2024 to July 31, 2025) (in millions of yen) Shareholders’ equity Share capital Deposits for subscriptions of shares Capital surplus Retained earnings Treasury shares Total shareholders’ equity Balance at beginning of period 6,503 2 10,467 35,213 (1) 52,185 Changes during period Issuance of new shares - exercise of share acquisition rights 128 (0) 128 257 Profit attributable to owners of parent 15,950 15,950 Purchase of treasury shares (1) (1) Issuance of share acquisition rights – Change in ownership interest of parent due to transactions with non- controlling interests (1,130) (1,130) Net changes in items other than shareholders’ equity Total changes during period 128 (0) (1,001) 15,950 (1) 15,076 Balance at end of period 6,631 2 9,466 51,164 (3) 67,261 Accumulated other comprehensive income Share acquisition rights Non-controlling interests Total net assets Valuation difference on available-for- sale securities Foreign currency translation adjustment Total accumulated other comprehensive income Balance at beginning of period (26) – (26) 170 58 52,388 Changes during period Issuance of new shares - exercise of share acquisition rights 257 Profit attributable to owners of parent 15,950 Purchase of treasury shares (1) Issuance of share acquisition rights – Change in ownership interest of parent due to transactions with non- controlling interests (1,130) Net changes in items other than shareholders’ equity 52 (73) (21) 65 249 294 Total changes during period 52 (73) (21) 65 249 15,370 Balance at end of period 25 (73) (47) 236 308 67,759
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10 For the fiscal year ended July 31, 2026 (From August 1, 2025 to July 31, 2026) (in millions of yen) Shareholders’ equity Share capital Deposits for subscriptions of shares Capital surplus Retained earnings Treasury shares Total shareholders’ equity Balance at beginning of period 6,631 2 9,466 51,164 (3) 67,261 Changes during period Issuance of new shares - exercise of share acquisition rights 132 (1) 132 263 Profit attributable to owners of parent 18,566 18,566 Purchase of treasury shares (0) (0) Issuance of share acquisition rights – Change in ownership interest of parent due to transactions with non- controlling interests – Net changes in items other than shareholders’ equity Total changes during period 132 (1) 132 18,566 (0) 18,829 Balance at end of period 6,764 0 9,598 69,730 (3) 86,091 Accumulated other comprehensive income Share acquisition rights Non-controlling interests Total net assets Valuation difference on available-for- sale securities Foreign currency translation adjustment Total accumulated other comprehensive income Balance at beginning of period 25 (73) (47) 236 308 67,759 Changes during period Issuance of new shares - exercise of share acquisition rights (11) 251 Profit attributable to owners of parent 18,566 Purchase of treasury shares (0) Issuance of share acquisition rights 32 32 Change in ownership interest of parent due to transactions with non- controlling interests – Net changes in items other than shareholders’ equity (47) 50 2 47 163 213 Total changes during period (47) 50 2 68 163 19,064 Balance at end of period (21) (23) (44) 305 471 86,823
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11 (4) Consolidated Statements of Cash Flows (in millions of yen) For the fiscal year ended July 31, 2025 For the fiscal year ended July 31, 2026 Cash flows from operating activities Profit before income taxes 22,700 26,203 Depreciation 950 1,288 Impairment losses － 496 Amortization of goodwill 804 1,639 Share-based payment expenses 65 47 Penalty income (903) (1,809) Share of loss (profit) of entities accounted for using equity method (319) (294) Decrease (increase) in trade receivables (1,266) (1,033) Increase (decrease) in provision for bonuses 253 402 Increase (decrease) in contract liabilities 3,510 3,446 Increase (decrease) in accounts payable - other 729 275 Increase (decrease) in accrued consumption taxes 182 409 Other, net (811) (1,841) Subtotal 25,894 29,231 Interest and dividends received 6 25 Interest paid (1) (5) Penalty received 901 1,443 Income taxes paid (7,212) (7,253) Net cash provided by (used in) operating activities 19,587 23,441 Cash flows from investing activities Purchase of property, plant and equipment (1,962) (1,184) Purchase of investment securities (93) (425) Payments of leasehold deposits (55) (767) Proceeds from refund of leasehold and guarantee deposits 500 4 Purchase of shares of subsidiaries resulting in change in scope of consolidation (2,046) (10,563) Other, net (1) (270) Net cash provided by (used in) investing activities (3,658) (13,206) Cash flows from financing activities Proceeds from issuance of share acquisition rights － 29 Proceeds from issuance of shares resulting from exercise of share acquisition rights 257 251 Repayments of long-term borrowings (51) (341) Purchase of shares of subsidiaries not resulting in change in scope of consolidation (1,448) (121) Other, net (5) (10) Net cash provided by (used in) financing activities (1,247) (192) Effect of exchange rate change on cash and cash equivalents (8) 26 Net increase (decrease) in cash and cash equivalents 14,672 10,069 Cash and cash equivalents at beginning of period 58,107 72,779 Cash and cash equivalents at end of period 72,779 82,849
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12 (5) Notes to Consolidated Financial Statements (Notes on going concern assumption) Not applicable. (Business combination) (Business combination through acquisition) At the Board of Directors meeting held on July 23, 2025, the Company resolved that BizReach, Inc., a consolidated subsidiary of the Company, would acquire all shares of Thinkings, Inc. and make it a consolidated subsidiary. On the same day, the Company entered into a share transfer agreement. These shares have been acquired on October 1, 2025. (1) Overview of business combination (i) Name and business description of company acquired a. Name of company acquired: Thinkings, Inc. b. Business description: HR Tech (sonar ATS, sonar store) (ii) Main reason for business combination By welcoming Thinkings, Inc., the Company aims to solidify the Group’s position in the Applicant Tracking System cloud market and deliver increased value to customers. Furthermore, the Company decided to acquire the shares as it believes that the acquisition will contribute to improving the medium- to long-term enterprise value of the Group, expanding business through functional integration and cross- selling between the services provided by BizReach, Inc., a consolidated subsidiary of the Company, and sonar ATS provided by Thinkings, Inc., as well as accelerating the development of the Human Capital Management ecosystem leveraging the product development capabilities of both companies. (iii) Date of business combination October 1, 2025 (iv) Legal form of business combination Acquisition of shares for cash consideration (v) Company name after business combination The company name remains unchanged. (vi) Percentage of voting rights acquired 100.0% (vii) Main basis for determining the acquiring company Conclusion of a basic agreement where BizReach, Inc., a consolidated subsidiary of the Company, acquires the shares for cash consideration. (2) Period of the acquired company’s results included in the consolidated financial statements From October 1, 2025 to July 31, 2026
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13 (3) Breakdown of acquisition cost and consideration by type for company acquired Consideration for acquisition Cash and deposits 11,913 million yen Contingent consideration 2,086 million yen (Note) Acquisition cost 13,999 million yen (Note) As contingent consideration, 2,086 million yen has been retained from the payment to the sellers to cover potential indemnification claims. This amount will be paid to the sellers if no indemnification events occur. (4) Description and amount of main acquisition-related expense Advisory fees, etc. 6 million yen (5) Amount of goodwill generated, reason for generation, amortization method and period (i) Amount of goodwill generated 9,228 million yen (ii) Reason for generation Due to the excess earnings power expected from the future business development (iii) Amortization method and amortization period Amortized over 10 years by straight-line method (6) Amount and breakdown of assets acquired and liabilities assumed on the date of business combination Current assets 1,958 million yen Non-current assets 3,327 million yen Total assets 5,286 million yen Current liabilities 1,269 million yen Non-current liabilities 1,331 million yen Total liabilities 2,601 million yen (7) Amount allocated to intangible assets other than goodwill, breakdown by major types, and amortization period by major type Breakdown by major type Amount Amortization period Customer relationship 3,198 million yen 14 years (8) Estimated amount of impact on the consolidated statement of income for the fiscal year under review and calculation method thereof on the assumption that the business combination was completed on the first day of the fiscal year under review The description is omitted since the said estimated amount of impact is insignificant. (9) Details of contingent acquisition consideration stipulated in the business combination agreement and the future accounting policy The acquisition consideration may change based on the share transfer agreement. In the case where a change in the acquisition consideration occurs, the acquisition cost will be adjusted assuming that the change occurred at the time of the acquisition and the amount of goodwill and the amount of amortization of goodwill will be adjusted accordingly.
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14 (Segment information, etc.) (Segment information) 1. Overview of reportable segments (1) Method of determining reportable segments The reportable segments are components of the Group for which separate financial information is available, and whose operating results are reviewed periodically by the Board of Directors to determine allocation of operating resources and evaluate their performance. The Group consists of segments organized by business based on companies, and classifies its businesses into two reportable segments, namely, “HR Tech” and “Incubation.” (2) Type of products and services belonging to each reportable segment HR Tech segment provides services including BizReach, HR matching platform for professionals, the HRMOS series, an HCM (Human Capital Management) platform, and BizReach Campus, a network service for alumni visits, etc. Incubation segment provides services including Trabox, a logistics DX (digital transformation) platform, M&A Succeed, an M&A platform for corporations, yamory, a vulnerability management cloud, Assured cloud security and reliability assessment, a security assessment for cloud services, and Assured third-party security and reliability assessment, a security assessment for third parties. 2. Method of calculating net sales, profit (loss), assets, liabilities and other items by reportable segment Reportable segment profit figures are based on operating profit. Intersegment sales and transfers are based on market prices. The Group does not allocate assets to business segments for internal management purposes, but allocates depreciation and amortization of goodwill.
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15 3. Information on sales, profit (loss) and other items by reportable segment For the fiscal year ended July 31, 2025 (from August 1, 2024 to July 31, 2025) Information on net sales and profit (loss) by reportable segment (in millions of yen) Reportable segment Reconciliations (Note 1) Amounts in the consolidated financial statements (Note 2) HR Tech Incubation Total Net sales Net sales to external customers 76,962 3,139 80,101 60 80,161 Intersegment sales or transfers 134 0 135 (135) － Total 77,097 3,139 80,236 (74) 80,161 Segment profit (loss) 24,739 (1,691) 23,048 (1,605) 21,442 Other items Depreciation 211 171 383 567 950 Amortization of goodwill 549 254 804 － 804 (Notes) 1. Reconciliations of segment profit (loss) and depreciation are all general and administrative expenses that are not allocable to the reportable segments. 2. Segment profit (loss) is adjusted based on operating profit. For the fiscal year ended July 31, 2026 (from August 1, 2025 to July 31, 2026) Information on net sales and profit (loss) by reportable segment (in millions of yen) Reportable segment Reconciliations (Note 1) Amounts in the consolidated financial statements (Note 2) HR Tech Incubation Total Net sales Net sales to external customers 93,807 5,488 99,296 4 99,300 Intersegment sales or transfers 286 31 318 (318) － Total 94,094 5,520 99,614 (313) 99,300 Segment profit (loss) 28,673 (2,434) 26,239 (1,676) 24,563 Other items Depreciation 432 221 653 634 1,288 Amortization of goodwill 1,218 421 1,639 － 1,639 (Notes) 1. Reconciliations of segment profit (loss) and depreciation are all general and administrative expenses that are not allocable to the reportable segments. 2. Segment profit (loss) is adjusted based on operating profit. [Related information] For the fiscal year ended July 31, 2025 (from August 1, 2024 to July 31, 2025) 1. Information by product and service This information is omitted as similar information is disclosed in segment information. 2. Information by geographical area (1) Net sales
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16 This information is omitted as net sales to external customers in Japan account for over 90% of net sales in the consolidated statement of income. (2) Property, plant and equipment This information is omitted as the amount of property, plant and equipment located in Japan accounts for over 90% of the amount of property, plant and equipment in the consolidated balance sheets. 3. Information by major customers This information is omitted as there are no external customers for whom net sales account for 10% or more of net sales in the consolidated statement of income. For the fiscal year ended July 31, 2026 (from August 1, 2025 to July 31, 2026) 1. Information by product and service This information is omitted as similar information is disclosed in segment information. 2. Information by geographical area (1) Net sales This information is omitted as net sales to external customers in Japan account for over 90% of net sales in the consolidated statement of income. (2) Property, plant and equipment This information is omitted as the amount of property, plant and equipment located in Japan accounts for over 90% of the amount of property, plant and equipment in the consolidated balance sheets. 3. Information by major customers This information is omitted as there are no external customers for whom net sales account for 10% or more of net sales in the consolidated statement of income. [Information regarding impairment losses on non-current assets by reportable segment] For the fiscal year ended July 31, 2025 (from August 1, 2024 to July 31, 2025) Not applicable. For the fiscal year ended July 31, 2026 (from August 1, 2025 to July 31, 2026) (in millions of yen) Reportable segment Reconciliations Amounts in the consolidated financial statements HR Tech Incubation Total Impairment losses － 496 496 － 496
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17 [Information regarding amortization and unamortized balance of goodwill by reportable segment] For the fiscal year ended July 31, 2025 (from August 1, 2024 to July 31, 2025) (in millions of yen) Reportable segment Reconciliations Amounts in the consolidated financial statements HR Tech Incubation Total Balance at end of period 1,550 2,191 3,741 － 3,741 (Note) Information on amortization of goodwill is omitted as similar information is disclosed in segment information. For the fiscal year ended July 31, 2026 (from August 1, 2025 to July 31, 2026) (in millions of yen) Reportable segment Reconciliations Amounts in the consolidated financial statements HR Tech Incubation Total Balance at end of period 10,124 1,912 12,036 － 12,036 (Note) Information on amortization of goodwill is omitted as similar information is disclosed in segment information. [Information regarding gain on bargain purchase by reportable segment] Not applicable.
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18 (Per share information) For the fiscal year ended July 31, 2025 (from August 1, 2024 to July 31, 2025) For the fiscal year ended July 31, 2026 (from August 1, 2025 to July 31, 2026) Net assets per share 1,676.22 yen 2,125.29 yen Basic earnings per share 400.76 yen 461.44 yen Diluted earnings per share 385.86 yen 449.03 yen (Note) The bases for calculating basic earnings per share and diluted earnings per share are as follows: Item For the fiscal year ended July 31, 2025 (from August 1, 2024 to July 31, 2025) For the fiscal year ended July 31, 2026 (from August 1, 2025 to July 31, 2026) Basic earnings per share Profit attributable to owners of parent (in millions of yen) 15,950 18,566 Amount not attributable to common shareholders (in millions of yen) － － Profit attributable to owners of parent related to common stock (in millions of yen) 15,950 18,566 Average number of shares of common stock during the period (shares) 39,800,060 40,236,046 Diluted earnings per share Increase in common stock (shares) 1,536,811 1,112,152 (Of which, share acquisition rights (shares)) (1,536,811) (1,112,152) Overview of potential shares not included in the calculation of diluted earnings per share as they have no dilutive effect 2. The bases for calculating net assets per share are as follows: Item As of July 31, 2025 As of July 31, 2026 Total net assets (in millions of yen) 67,759 86,823 Amount deducted from total net assets (in millions of yen) 547 777 (Of which, deposits for subscriptions of shares (in millions of yen)) (2) (0) (Of which, share acquisition rights (in millions of yen)) (236) (305) (Of which, non-controlling interests (in millions of yen)) (308) (471) Net assets at the end of the period related to common stock (in millions of yen) 67,211 86,046 Number of shares of common stock at the end of the period used to calculate net assets per share (shares) 40,097,049 40,486,725 (Significant subsequent events) Not applicable.