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FY2025/9 Q4 Financial Results Presentation October 30, 2025 M&A Research Institute Holdings Inc. (TSE Prime: 9552)
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1 FY2025/9 Earnings Results 2 FY2026/9 Earnings Forecast 3 Medium- to Long-term Growth Strategy 4 Q&A 5 Company Overview 6 Business Overview and Competitive Advantages 7 Reference Table of Contents
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 2 1. FY2025/9 Earnings Results Earnings Summary FY25/9 (Forecast) FY25/9 (Actual) Achievement Rate FY24/9 YoY Net Sales 17,950 16,602 92.5% 16,549 +0.3% M&A Brokerage 16,500 15,146 91.8% 16,301 -7.1% Consulting Business 1,450 1,451 100.1% 247 +485.4% Incubation - 4 - - - Operating Profit1 5,732 4,964 86.6% 8,408 -41.0% M&A Brokerage 6,400 5,878 91.9% 8,690 -32.4% Consulting Business -668 -743 - -231 - Incubation - -130 - -43 - Operating Margin 31.9% 29.9% -2.0Pt 50.8% -20.9Pt Profit 3,960 2,894 73.1% 5,788 -50.0% Note: 1.Figures include companies other than those engaged in M&A Brokerage and Consulting Businesses. 2.In addition, company-wide expenses of 44 million yen that are not allocated to each segment have been incurred, and the total of these amounts reconciles with the consolidated operating profit on the P/L. ・Consolidation While net sales from the M&A brokerage business declined, growth in the consulting business led to higher consolidated net sales YoY. Operating profit decreased due to limited net sales growth and upfront investments in the consulting and incubation businesses. We are in a “business portfolio transformation phase”, shifting from an M&A brokerage-centered structure to a multi-business model, and strengthening our foundation for medium- to long-term growth through strategic investments. Due to a slower-than-expected recovery in the closing rate, the number of closed deals fell short of the initial plan, resulting in lower net sales and operating profit. Meanwhile, the balance of advisory contracts and the number of alliance partners have continued to grow steadily, which is expected to contribute to future deal growth. The number of M&A advisors ended the period at 390. ・M&A Brokerage Business +485.4% in net sales and +385.7% in the number of consultants, both landing in line with expectations and showing significant growth. The operating loss widened due to investments in organizational development and branding initiatives. We continue active hiring and remain in an investment phase focused on medium- to long-term growth. ・Consulting Business (Unit: Million yen)
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 3 1. FY2025/9 Earnings Results Consolidated: Performance Trends Over the Past Five Years FY21/9 FY22/9 FY23/9 FY24/9 FY25/9 YoY Net Sales 1,328 3,911 8,642 16,549 16,602 +0.3% M&A Brokerage 1,328 3,911 8,642 16,301 15,146 -7.1% Consulting Business - - - 247 1,451 +485.4% Incubation1 - - - - 4 - Gross Profit 1,038 3,123 6,617 12,017 10,120 -15.8% Gross Profit Margin 78.2% 79.8% 76.6% 72.6% 61.0% -11.6Pt SGA 475 1,019 2,038 3,608 5,155 +42.9% Operating Profit 2 563 2,103 4,579 8,408 4,964 -41.0% M&A Brokerage 563 2,103 4,579 8,690 5,878 -32.4% Consulting Business -231 -743 - Incubation1 - - - -43 -130 - Operating Margin 42.3% 53.8% 53.0% 50.8% 29.9% -20.9Pt Ordinary Profit 557 2,082 4,484 8,405 4,970 -40.9% Ordinary Income Margin 42.0% 53.2% 51.9% 50.8% 29.9% -20.9Pt Profit 368 1,326 2,646 5,788 2,894 -50.0% Net Income Margin 27.7% 33.9% 30.6% 35.0% 17.4% -17.6Pt (Unit: Million yen) Note: 1.Figures include companies other than those engaged in M&A Brokerage and Consulting Businesses. 2.In addition, company-wide expenses of 44 million yen that are not allocated to each segment have been incurred, and the total of these amounts reconciles with the consolidated operating profit on the P/L.
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 4 1. FY2025/9 Earnings Results FY21/9 FY22/9 FY23/9 FY24/9 Net sales totaled 16,602 million yen, and operating profit was 4,964 million yen. The results fell short of the full-year earnings forecast, mainly due to a lower-than-expected number of M&A brokerage deals and an increase in upfront investments, such as recruitment-related expenses in the consulting business. Consolidated: Full-Year Trends in Net Sales and Operating Profit FY21/9 FY22/9 Operating Profit 1,328 563 3,911 2,103 8,642 4,579 Operating MarginNet Sales 16,549 8,408 FY23/9 FY24/9 Net Sales and Operating Profit (Million yen) 29.9% 53.0%53.8% 42.3% FY25/9 16,602 4,964 50.8%
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 5 1. FY2025/9 Earnings Results In FY2025/9, we executed shareholder returns through share repurchases, share cancellations, and dividend payments. We will continue to pursue both improved capital efficiency and growth investments in parallel. Consolidated: Balance Sheet Notes: 1. Profit / Total assets (average of at the beginning and ending of the period). We do not calculate ROIC because our business invested assets and total assets are similar. 2. Net income / Shareholder’s equity (average of at the beginning and ending of the period) 3. Other current assets temporarily increased due to a portion of funds for share buybacks being deposited in advance with a securities company. (Unit: Million yen)FY24/9 Q4 FY25/9 Q4 Net assets, 5,320 Non-current liabilities, 17 Current liabilities, 1,954 Non-current assets,999 Other current assets, 2,075 3 Cash and deposits, 4,218 Net assets, 9,019 Non-current liabilities, 21 Current liabilities, 2,959 Non-current assets, 969 Other current assets, 855 Cash and deposits, 10,174 Total liabilities and net assets 11,999 Total assets 11,999 Total liabilities and net assets 7,292 Total assets 7,292 Ref: ROA¹ FY23/9 FY24/9 FY25/9 42.1% 57.0% 30.0% Ref: ROE² FY23/9 FY24/9 FY25/9 62.1% 79.2% 40.4% (Unit: Million yen)
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 6 1. FY2025/9 Earnings Results M&A Brokerage: Financial Highlight (Quarterly Accounting Period) Net Sales 1,094 2,125 1,750 2,462 2,306 4,892 3,590 4,189 3,629 3,956 3,139 3,629 4,422 Operating Profit 423 1,398 889 1,323 969 3,294 1,753 2,192 1,451 1,740 941 1,263 1,932 Operating Margin 38.7% 65.8% 50.8% 53.7% 42.0% 67.3% 48.8% 52.3% 40.0% 44.0% 30.0% 34.8% 43.7% Number of M&A Advisors 74 90 115 154 181 200 242 289 320 306 329 372 390 Closed M&A Deals (Large-Scale Deals1) 18 (1) 33 (4) 29 (4) 43 (3) 32 (3) 66 (9) 57 (5) 64 (5) 55 (7) 65 (4) 49 (3) 61 (5) 59 (8) Fees per Deal2 58 61 60 54 68 74 63 65 66 61 64 59 75 Ongoing Deals3 382 426 508 596 694 834 982 1114 1216 1352 1552 1804 1965 (Unit: Million yen) Note: 1. Cases with a total commission fee exceeding 100 million yen are defined as large-scale transactions. 2. FA transactions that are not brokerage-based are excluded from both the number of closed deals and the calculation of average deal value. To enable comparison with industry peers, the calculation method for average deal value has been revised from FY2024/9 Q1 to “M&A brokerage business net sales ÷ number of closed deals (excluding FA transactions). 3. ”Buy-side FA cases are excluded from the count. Additionally, due to differences in business practices, overseas cases that are active but do not have advisory contracts in place are also excluded. Cases that are temporarily on hold and may resume after some time are conservatively classified as pending and excluded from the count. FY22/9 FY23/9 FY24/9 FY25/9 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 +21.9% +21.9% In Q4 on a standalone basis, net sales totaled ¥4,422 million, up 21.9% YoY. The balance of ongoing deals continued to trend upward and remains steadily increasing. Meanwhile, due to changes in both the industry environment and the company’s business phase, full-year results for FY2025/9 were sluggish. In FY2026/9, we will implement initiatives to restore productivity and roll out tailored strategies for each department.
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 7 1. FY2025/9 Earnings Results 5 3 7 10 17 9 17 18 33 29 43 32 66 57 64 55 65 49 61 59 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 (1) (2) (2)(1) (4) (2) (4) (3) (3) (5) (9) (5) (7) (4) (3) (5)(8) 43 64 40 52 58 78 59 58 61 60 54 68 74 63 65 66 61 64 59 75 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Net sales for Q4 totaled 4,422 million yen, with 59 deals successfully closed. The closing of large-scale deals contributed to an increase in the average deal value. M&A Brokerage: Quarterly Net Sales, Deal Count, Average Deal Value Trend M&A Brokerage Sales (Million yen) Fees per Deal1(Million yen) Closed M&A Deals (Large-Scale Deals) Note: 1. To enable comparison with industry peers, the calculation method for transaction unit prices has been changed from FY24/9 Q2, now determined by “Net sales in M&A brokerage business ÷ Number of transactions concluded (excluding FA cases)”. FY21/9 FY22/9 FY23/9 FY21/9 FY22/9 FY23/9 FY21/9 FY22/9 FY23/9FY24/9 FY24/9 FY24/9 232 196 310 531 1,008 740 1,064 1,094 2,125 1,750 2,462 2,306 3,590 4,189 3,139 3,629 4,422 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 FY25/9 FY25/9 4,892 3,956 3,629 FY25/9
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 8 1. FY2025/9 Earnings Results 18 27 27 31 40 51 57 74 90 115 154 181 200 242 289 320 306 329 372 390 5 7 6 7 8 10 13 15 16 21 33 43 50 56 68 71 71 73 76 76 9 8 9 11 13 16 18 21 23 26 33 34 40 46 50 49 48 57 64 67 Q1-end Q2-end Q3-end Q4-end Q1-end Q2-end Q3-end Q4-end Q1-end Q2-end Q3-end Q4-end Q1-end Q2-end Q3-end Q4-end Q1-end Q2-end Q3-end Q4-end M&A Advisor (for Sell-side Companies) Matching (for Buy-side Companies) Back Office Based on our existing hiring policy, we implemented a recruitment process that placed greater emphasis on post-hire performance data. As a result, the number of hires fell below the initial plan. Moving forward, we will continue to secure talent that supports our medium-to long-term business growth. M&A Brokerage: Employee Headcount by Quarter Number of Employees by Department (as of the end of each quarter) FY21/9 FY22/9 FY23/9 FY24/9 FY25/9
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 9 1. FY2025/9 Earnings Results Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Both net sales and hiring have been progressing steadily. Although losses have continued due to ongoing active recruitment, this reflects upfront investments aimed at medium- to long-term growth. As disclosed, the valuation losses on subsidiary shares and loans have no material impact on actual business operations. We will continue to strengthen recruitment and promotion efforts to drive sustainable profit growth through business expansion over the medium-to-long-term. Consulting Business: Net Sales and Consultant Headcount by Quarter Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 306 Consulting Business Net Sale (Million yen) Number of Consultants FY24/9 FY25/9 581 FY24/9 FY25/9 28 136 YoY +385.7% ◼ Project Examples Orders from enterprise clients have been increasing, and we have been steadily securing ongoing projects. 149 YoY +289.1% QoQ +89.4% IT/DX IT/DX Strategy Strategy Global IT restructuring for a major manufacturer Supported the establishment of a global IT governance framework. Integrated fragmented IT policies and operations across countries and departments, standardized policies under a common framework, and built an optimized operating structure. Online license application support for government agencies Identified high-workload processes in preparation for online real estate license applications and defined the ideal procedure by referencing successful cases from other ministries. Improved the application process through discussions with system vendors. M&A strategy planning for a major trading company Supported M&A strategy planning and target identification to build an energy business value chain. Designed a value creation story focused on post-deal synergies and provided end-to-end support from strategy formulation to target selection. Mid-term business strategy planning for a major life insurance group Examined the introduction of digital technologies at a subsidiary and developed scenarios for operational efficiency improvement. Explored new business opportunities through expert interviews and supported the development of a five-year roadmap.
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1 FY2025/9 Earnings Results 2 FY2026/9 Earnings Forecast 3 Medium- to Long-term Growth Strategy 4 Q&A 5 Company Overview 6 Business Overview and Competitive Advantages 7 Reference Table of Contents
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 11 2. FY2026/9 Earnings Forecast Consolidated: Earnings Forecast FY25/9 Actual FY26/9 Forecast YoY Growth Net Sales 16,602 22,184 +33.6% M&A Brokerage 15,146 18,000 +18.8% Consulting Business 1,451 3,800 +161.8% Incubation1 4 384 +8,433.3% Operating Profit 4,964 5,993 +20.7% M&A Brokerage 5,878 6,499 +10.6% Consulting Business -743 -650 - Incubation1 -130 145 - Operating Margin 29.9% 27.0% -2.9Pt M&A Brokerage 38.8% 36.1% -2.7Pt Consulting Business - - - Incubation1 - 37.8% - Profit2 2,894 3,533 +22.1% Earnings per Share ¥50.54 ¥65.14 +29.3% Note: 1.Figures include companies other than those engaged in M&A Brokerage and Consulting Businesses. 2.Calculated based on FY2025/9 results, assuming a tax rate of 40%. (Unit: Million yen)
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 12 2. FY2026/9 Earnings Forecast M&A Brokerage: Earnings Forecast FY25/9 Actual FY26/9 Forecast YoY Growth Net Sales 15,146 18,000 +18.8% Operating Profit 5,878 6,499 +10.6% Operating Margin 38.8% 36.1% -2.7Pt Number of M&A Advisors 390 400~450 +2.6%~+15.4% Sales per Advisor (Average Number of Advisors During the Term) 42.7 (355) 42.9~45.6 (395~420) - Closed M&A Deals 234 Approximately 300 - Fees per Deal 65 Approximately 60 - Average Time to M&A Conclusion 7.2 months Approximately 7 months - In the direct sales department, we are working to restore productivity, while in the partnership departments, we are promoting the expansion of referral deals through the development of new partners and the strengthening of relationships with existing ones. The international sales department is also working to expand deal volume in the same way as in Japan. In addition, each department is implementing various initiatives — including a shift to a structure in which department heads themselves handle deals and efforts to improve matching accuracy to raise the closing rate — all aimed at driving company-wide growth. (Unit: Million yen)
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 13 2. FY2026/9 Earnings Forecast Consultant hiring continues to be actively pursued, with the latest utilization rate exceeding 90%. We aim to maintain a level of 85–90% in the next fiscal year. Strategic investments are being made to strengthen branding, and we plan to relocate our office in December as the business scales up, aiming to achieve sustainable net sales growth and reinforce its organizational foundation. Consulting Business: Earnings Forecast FY25/9 Actual FY26/9 Forecast YoY Growth Net Sales 1,451 3,800 +161.8% Operating Profit -743 -650 - Number of Consultants (Quants Consulting) 136 300 +120.6% (Unit: Million yen)
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 14 2. FY2026/9 Earnings Forecast Incubation1: Earnings Forecast FY25/9 Actual FY26/9 Forecast YoY growth Net sales 4 384 +8,433.3% Operating profit -130 145 ‐ Ordinary Profit -131 41 Note: 1.Figures include companies other than those engaged in M&A Brokerage and Consulting Businesses. . Although the asset management consulting business had obtained the necessary licenses to begin operations, we decided to withdraw from the business to optimize our portfolio, in light of changes in market conditions, deviations from initial assumptions, and shifts in the environment for the planned service rollout. (Unit: Million yen)
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1 FY2025/9 Earnings Results 2 FY2026/9 Earnings Forecast 3 Medium- to Long-term Growth Strategy 4 Q&A 5 Company Overview 6 Business Overview and Competitive Advantages 7 Reference Table of Contents
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 16 3. Medium- to Long-term Growth Strategy Under M&A Research Institute Holdings, Inc, we operate businesses in M&A brokerage, consulting, and incubation. Since our founding, we have focused on the M&A brokerage business, creating value by addressing social issues and achieving steady growth. Going forward, we aim to enhance corporate value further by expanding beyond M&A brokerage into multiple business domains. Regarding Group Structure and Company Name Change Scheduled Resolution Timing The 7th Annual General Meeting of Shareholders, scheduled to be held in December 23, 2025 New Company Name Under consideration Background of the Change Going forward, in line with our group’s policy to expand not only the M&A brokerage but also various other business areas centered on consulting, we will adopt a new company name that better reflects our future direction. Company Name Change (Planned)
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 17 3. Medium- to Long-term Growth Strategy M&A Brokerage Business Incubation 1 Investment Using the stable cash flow generated from our existing business (M&A brokerage business) as a funding source, we are investing in new businesses to cultivate future net sales pillars over the medium to long term. As these new businesses get off the ground, they will generate further investment capacity, enabling a sustainable growth cycle across the entire group. Over the next 4~5 years, we aim to grow both our M&A brokerage and consulting businesses, with a particular focus on actively expanding the consulting segment, so that the net sales from both businesses reaches a comparable scale. Launching New Businesses Current Over the Next 4~5 Years HD Group M&A Brokerage Business Incubation 1 HD Group Investment Consulting Business Investment Investment Core Business *The size of each circle represents the net sales scale of each business segment.
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 18 3. Medium- to Long-term Growth Strategy Strategic initiatives are being implemented for each business department. Sales Department (direct sales model) will address current challenges by introducing a department head system and enhancing training quality. Financial Institution Partnership Department, Accounting Partnership Department, and International Sales Department are positioned as future growth drivers , with a focus on expanding sales. M&A Brokerage: Initiatives to Increase Net Sales Sales (Direct Sales Model) Financial Institution Partnership (Referral Sales Model) Accounting Partnership (Referral Sales Model) International Sales ・Issues Challenges in the deal acquisition phase and in deal control after formation. ・Measures A department head system has been introduced and the education support department expanded to improve process accuracy and strengthen deal control. Additionally, initiatives such as a coverage team system are being implemented to secure large-scale deals. ・Measures Advancing new partnerships with major and regional financial institutions, alongside strengthening relationships and collaboration via trainee acceptance and personnel secondments. Department ・Measures Engaging with tax and accounting firms through dedicated teams and their directors, while strengthening relationships through study sessions and other initiatives. ・Measures Promoting local partner development overseas while actively pursuing direct sales, following the same approach as in Japan. Sales (Direct Sales Model) Accounting Partnership (Referral Sales Model) Financial Institution Partnership (Referral Sales ) International Sales Advancing department-specific strategies to achieve medium-to long-term growth Issues/Measures Future Outlook Corporate Sales (Buyer-side) ・Measures In addition to cross-departmental collaboration, we will further promote the use of AI and DX to efficiently and effectively accumulate data on buyer companies, while accelerating the identification of high-potential candidates for successful deals. Corporate Sales (※Focus is on matching capability, not sales performance) Net Sales Time Horizon ※Conceptual Diagram
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 19 3. Medium- to Long-term Growth Strategy International Office Expanding domestic and international offices to strengthen the sales structure. Successful track records in projects involving [domestic companies× foreign companies], as well as [foreign companies × foreign companies] have been steadily building. Expansion of Offices 提供元: Bing With a focus on the Singapore office, operations cover a wide range of regions, including Asia, Oceania, the Americas, and Europe. © Microsoft, TomTom 提供元: BingUnited States Europe Domestic Office Sapporo Office Okinawa Office Tokyo Head Office Nagoya Office Osaka Office Fukuoka Office Singapore Subsidiary Takasaki Office
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 20 3. Medium- to Long-term Growth Strategy In addition to the SME M&A Guidelines and the self-regulatory rules of the M&A Intermediary Association, we conduct our own rigorous multi-level compliance checks to ensure quality of service and a fair trading environment. Strengthening Internal Management Systems① Efforts/Responses + ・Small and Medium Enterprise Agency Revised SME M&A Guidelines (3rd edition) to promote sound M&A transactions by SMEs and to establish proper procedures and transaction environment. 1. Matters related to commission and provision of brokerage and FA services 2. Specifying prohibitions on advertising and sales 3. Clarification of Prohibitions on Conflicts of Interest 4. Discipline regarding name-clear-tail clauses 5. Risk matters between the parties after the final contract 6. Treatment of Management Guarantee by the Transferring Party 7. Exclusion of inappropriate business operators ・M&A Advisors Association To ensure transparency, fairness, and credibility in the small- and medium-sized M&A market, consider formulating rules and regulations and introducing a qualification system. 1. Establishment of Code of Ethics 2. Self-regulatory rules established and revised →Compliance Regulations Contract Important Information Explanation Regulations (Revised September 2024) Advertising and Sales Regulations (Revised September 2024) 3. Began operating the “Specified Business List” →Elimination of malicious concessionaires 4. Consideration of introducing a qualification system to improve the service level of M&A support organizations →Improve the effectiveness of self-regulatory rules and the quality of work of M&A intermediaries Thorough elimination of malicious buyer companies 1. At the time of new transaction →Strengthen and diversify the tools used for compliance checks at the start of new transactions to prevent transactions from being initiated with malicious transferees. 2. At the start of the deal →The soundness of the buyer company will be confirmed from various perspectives based on approximately 20 items of investigation using multiple credit research firms. If there is any concern about the financial strength of the buyer during the investigation process, we will request the buyer to disclose materials that will enable us to identify the problem, and if we are unable to do so, the deal will be suspended. 3. Since the start of the deal →Based on a checklist of approximately 100 items, monitoring is conducted for suspicious points from both quantitative and qualitative perspectives. Depending on the items found, we will request the disclosure of documents or cancel the deal. Check response flowchart Checklist Additional efforts unique to our companySmall and Medium Enterprise Agency/ M&A Advisors Association
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 21 3. Medium- to Long-term Growth Strategy Since last fiscal year, we have further strengthened our screening process for buyer companies. We conduct risk checks at multiple stages, including before and after both the proposal and the deal commencement, and require mandatory pre-screening by the Compliance and Legal departments. All cases are thoroughly reviewed, and when necessary, we ensure clear communication of risks and make adjustments to the deal structure. Sign Non-Disclosure Agreement (NDA) Disclosure of company profile Initial meeting with seller Accepting top meeting interests Conduct top meeting Submit Letter of Intent (LOI) Sign basic agreement, grant exclusive negotiation right Sign advisory contract with seller Deal period Deal closed Check Flow Check Items/Details (Check Point: The company has sufficient financial resources) ① Initial screening of prospective buyer companies conducted by the matching department Primarily collect external reports from credit research agencies and financial statements ② Asses the possibility of releasing guarantee liabilities, including the intent of the involved parties ③ Reviewed the proposed transaction structure and confirmed terms are appropriate ④ Preliminary discussion conducted by the Sales Headquarters ⑤ Final approval process conducted by the Compliance Department (Including the confirmation of “Specified Business List”) (Check Point: The company has sufficient financial resources, and the transaction structure is appropriate) ① Based on the proposed conditions, confirm the financial capacity and the appropriateness of the transaction structure ② Confirm with Compliance and Legal Departments whether explanations to clients are sufficient ③ If any deficiencies are found, provide sufficient risk explanation or revise to a more appropriate scheme ④ Preliminary discussion conducted by the Sales Headquarters ⑤ Final approval process conducted by the Compliance Department When granting exclusive negotiation rights, disclose and explain to the seller based on the “buyer’s due diligence report” (Check Point: The company has sufficient financial resources, and the transaction structure is appropriate) ① Conduct a comprehensive risk review during the transaction, incorporating proprietary check items ② Until the final agreement, provide weekly status updates on all projects and continue confirmation by the Compliance and Legal Departments ③ Final approval process conducted by the Compliance Department At the time of the final agreement, provide an explanation of key matters in accordance with the “Risk Explanation Document” (Check Point: Both the seller and the buyer are confirmed not to be associated with antisocial forces) Review the latest corporate registry and conduct a negative check; identify whether any unfavorable information exists After Deal Before Deal After Proposal Before Proposal Check Check Check Check Strengthening Internal Management Systems②
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 22 3. Medium- to Long-term Growth Strategy While continuing active hiring, we are expanding the organization around members with management experience at major consulting firms. We aim to achieve steady and sustainable growth with a strong focus on quality. Consulting Business: Growth Strategy Competitive Advantages Increase in Number of Consultants Expansion in Net Sales Time Horizon Aim to achieve net sales on par with the M&A brokerage business within 4–5 years. In 4~5 years Current ・・・ Net Sale1 2 3 ・Creating diverse growth opportunities through a one-pool model1 Flexible assignments based on individual skills and aspirations, enabling broader professional development through varied project experience. Centralized control of utilization, projects, and knowledge enables efficient, consistent operations and allows consultants to focus on results. ・Efficient environment through proprietary management system ・Talent development through diverse training programs Multi-layered framework including mentorship, 360° feedback, and internal exchange initiatives to foster continuous growth. FY23/9 Q1 FY25/9 Q4 Continue active hiring while balancing headcount expansion with talent quality. Maintain proper utilization management to secure productivity and sustainable organizational growth. Note: 1.One-pool model: Consultants are managed in a single company-wide talent pool and flexibly assigned to projects based on skills and project characteristics, rather than fixed to specific departments or industries. 136 FY26/9 Q4 (Forecast) 300 ※Conceptual Diagram
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 23 3. Medium- to Long-term Growth Strategy We aim to build long-term trust with shareholders through balanced shareholder returns and market-conscious management. We remain in a growth phase and will continue disciplined, proactive investments to achieve both sustainable growth and profit expansion. While maintaining capacity for future investments, we will execute optimal capital allocation. The dividend for FY2026/9 will be determined based on full-year results and net income, following the same policy as this year. Dividend Payment Dividend Payout Ratio 10% (A dividend of 5yen per share was declared for the fiscal year ended September 2025.) ・Share Buybacks We will consider flexible share repurchases, with due consideration given to stock valuation and overall market conditions. Shareholder return policy ・Dividend With a target dividend payout ratio of around 10%, we are committed to appropriately returning surplus capital to shareholders. ・Decrease in Volatility We aim to reduce stock price fluctuations 1 and create an environment that is more conducive to investment. Purpose/Our View ・Expansion of Investor Base We aim to expand our investor base by attracting investors who are interested in dividend- paying stocks. 1 2 1 2 ・Business Investment and Internal Reserves We will appropriately secure funds for the launch of new businesses and potential future M&A activities. 3 Note: 1.The volatility over a 6-month period was calculated for all companies listed on the Tokyo Stock Exchange, based on the presence or absence of dividend payments.
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 24 3. Medium- to Long-term Growth Strategy We repurchased our own shares during the period from May 1 to September 30, 2025, and, as announced in the release dated September 19, 2025, we cancelled all of our treasury shares held as of September 18, 2025, effective September 26, 2025. Implementation of Share Buyback Result of Share Buyback Type of Shares Repurchased Common Shares of M&A Research Institute Holdings Inc. Total Number of Shares Repurchased 5,080,900 shares Total Value of Shares Repurchased 6,707,312,600 yen Period of Repurchase May 1,2025〜September 30,2025 Cancellation of Repurchased Shares Type of Shares Cancelled Common Shares of M&A Research Institute Holdings Inc. Number of Shares Cancelled 5,211,458 shares (8.79% of the total number of issued shares before cancellation) Date of Cancellation September 26, 2025 (Total number of shares issued after cancellation: 54,101,355 shares)
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1 FY2025/9 Earnings Results 2 FY2026/9 Earnings Forecast 3 Medium- to Long-term Growth Strategy 4 Q&A 5 Company Overview 6 Business Overview and Competitive Advantages 7 Reference Table of Contents
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 26 4. Q&A Frequently Asked and Anticipated Questions 項目 Q A Consolidated Will you continue pursuing new businesses in the future? At this stage, we plan to focus on three core areas — the M&A brokerage business, consulting business, and incubation. In the M&A brokerage business, we aim to restore productivity and achieve stable growth, while in the consulting business, we will continue expanding to establish it as our second core pillar. Incubation, as our third pillar, is being steadily launched with the goal of achieving profitability at an early stage. In addition, we will continue to actively explore opportunities to create new businesses through M&A, aiming to achieve sustainable maximization of corporate value.
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 27 4. Q&A 項目 Q A M&A Brokerage Business Did the number of closed deals fall short of the initial plan because productivity recovery is taking longer than expected? The number of closed deals fell short of the initial plan due to a slower-than-expected recovery in the closing rate. That said, leading KPIs prior to closing have been generally in line with expectations, and we expect the initiatives implemented in FY2025/9 to begin showing results in FY2026/9. To further drive net sales growth, department heads will also take on deal execution responsibilities starting this fiscal year. Compared to previous years, why is the increase in the hiring plan smaller for FY2026/9? While maintaining our overall hiring policy, we have shifted to a more data-driven approach that emphasizes post-hiring performance. As a result, the pace of hiring expansion is expected to be more moderate than in previous years. However, we continue to view the recruitment, development, and retention of high-performing talent as essential for sustainable growth, and will remain proactive in hiring while adapting flexibly to changes in the business environment. Frequently Asked and Anticipated Questions
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 28 4. Q&A 項目 Q A Consulting Business In FY2025/9 results, what caused the operating loss to widen compared to the initial plan? Costs generally remained within the expected range. However, part of the increase was due to strategic investments in branding initiatives aimed at strengthening future growth potential — specifically, upfront spending to drive net sales expansion and enhance hiring capability going forward. As the number of consultants expands rapidly, is there a risk that the pace of project acquisition may lag behind, leading to lower utilization rates? We view balancing headcount growth with the pace of project acquisition as a key management priority and are strengthening our framework to maintain utilization and service quality. Through our proprietary management system, which integrates utilization tracking, project management, and knowledge sharing, we continue to ensure efficient operations while maintaining stable utilization levels. Frequently Asked and Anticipated Questions
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 29 4. Q&A 項目 Q A Consulting Business Regarding the timely disclosure titled “Regarding Provision for Allowance for Doubtful Accounts (Non-consolidated) and Loss on Valuation of Shares of Affiliates (Non-consolidated)” has there been any impact on business operations or deviation from the initial plan? The content of the timely disclosure reflects accounting treatments such as the recognition of valuation losses where necessary, and has no material impact on actual business operations. The business remains in an investment phase focused on long-term growth, and we will continue to prioritize expansion through talent acquisition and organizational strengthening. Under these initiatives, the business is progressing generally in line with the plan, with no significant deviation from expectations. We will continue to make strategic investments aimed at medium- to long-term profit growth and the maximization of corporate value, without being influenced by short-term profit and loss fluctuations. In the FY2026/9 forecast, what are the main cost assumptions, and when do you expect the business to turn profitable? As in FY2025/9, recruitment and personnel expenses are expected to remain the main cost components. Compared with the previous year, costs are projected to increase due to office relocation expenses associated with business expansion and investments to strengthen branding. Recruitment is positioned as a key initiative for maximizing medium- to long-term profit, and we will continue to hire proactively. We aim to achieve profitability through scaling and net sales growth, which will gradually lower the ratio of recruitment costs. Frequently Asked and Anticipated Questions
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1 FY2025/9 Earnings Results 2 FY2026/9 Earnings Forecast 3 Medium- to Long-term Growth Strategy 4 Q&A 5 Company Overview 6 Business Overview and Competitive Advantages 7 Reference Table of Contents
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 31 5. Company Overview Company Overview Company name M&A Research Institute Holdings Inc. Established October 12, 2018 Representative: Shunsaku Sagami Address 1-8-1 Marunouchi, Chiyoda-ku, Tokyo Business description M&A brokerage business, Consulting business, Operating lease business, Offices Tokyo (head office),Sapporo, Takasaki, Nagoya, Osaka, Fukuoka, Okinawa Singapore Subsidiary Executive Officers Director Akihiro Yabuki Director Hikaru Ogino (Certified Public Accountant) Outside Board Director Ryo Mizutani Outside Board Director Toru Kamiyama Outside Board Director Mika Aoki (Lawyer) Executive Auditor Naoki Okamoto (Certified Public Accountant) External Auditor Yosuke Azuma (Certified Public Accountant) External Auditor Makoto Kumazawa (Lawyer) Representative Director & CEO Shunsaku Sagami 2013 Joined MicroAd, Inc. Established Alpaca2016 2017 2018 Established M&A Research Institute Sold Alpaca’s shares to VECTOR INC. (TSE Prime 6058) - Worked on the development of an advertisement system algorithm - Founded the company as Engineer and CEO at the age of 25, and launched a fashion and make-up media business for women - Having faced the closing of his grandfather’s company, decided to run a M&A brokerage company that works closely with SMEs Graduated from Faculty of Agriculture, Kobe University. In 2016, he established his first company, Alpaca, and subsequently sold all shares to VECTOR INC. in 2017. As a serial entrepreneur, he founded M&A Research Institute (currently M&A Research Institute Holdings Inc.), his second company, in 2018. Transforming the M&A brokerage sector by fully leveraging AI and DX Vision - Continued working to expand the business as a management member following the stock transfer - Noticed inefficiencies of the M&A brokerage market through experience in multiple M&As Listed on the Japan Exchange Group Growth Market2022 - Listed in June 2022, 3 years and 9 months after its founding Listed on the Japan Exchange Group Prime Market2023 - Listed in August 2023, 4 years and 11 months after its founding
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 32 5. Company Overview Management Management Yosuke Azuma, External Auditor (CPA) Graduated from Meiji University. Joined Deloitte Touche Tohmatsu LLC in 2006 and worked in statutory audits and IPO support. Joined CyberAgent, Inc. in 2011, and worked in accounting. Joined GameWith, Inc. in 2015 and as an executive in charge of the administrative division, achieved a successful IPO on TSE Mothers, achieving promotion to the TSE 1st Section. Appointed as an External Auditor for M&A Research Institute in 2020. Graduated from Keio University. Joined Nomura Securities Co., Ltd. in 2000 and worked in investment banking. He became independent in 2017 and has served as an outside director of HEROZ (TSE: 4382), B-Platz (TSE: 4381), and Itsumo (TSE: 7694), Inc. Appointed as an Outside Director for M&A Research Institute in 2022. Toru Kamiyama, Outside Board Director Graduated from Waseda University. Joined Mori Hamada & Matsumoto in 2007. Founded Kumazawa Law Office (currently Shin Saiwai Law Office) in 2011 and worked in legal affairs for many M&As and other transactions as co-representative. Appointed as an External Auditor for M&A Research Institute in 2020. Makoto Kumazawa, External Auditor (Lawyer) Graduated from Keio University. Joined Daiwa Securities SMBC Co., Ltd. (currently Daiwa Securities Co., Ltd.) in 2007 and worked in investment banking. Involved in the founding of and factory, inc. in 2014 and appointed as Director. The company succeeded in an IPO on TSE Mothers 4 years after its founding. Founded Beyond X, Inc. in 2019, becoming Representative Director. Appointed as an Outside Director for M&A Research Institute in 2020. Ryo Mizutani, Outside Board Director Graduated from Rikkyo University. Joined KPMG AZSA LLC in 2014 and worked in statutory audits and IPO support, primarily for startups. Joined M&A Research Institute in 2020, where he leads the Administrative Division. Appointed as Director in 2020. Hikaru Ogino, Director Graduated from Meiji University. Joined Keyence Corporation in 2010. Engaged in consulting sales for the manufacturing industry Joined Nihon M&A Center Inc. in 2015, completing many successful transactions centered around manufacturers. Joined M&A Research Institute in 2019, where he leads the Sales Division. Appointed as Director in 2020. Akihiro Yabuki, Director Graduated from Rikkyo University. Joined Asahi & Co. (currently KPMG AZSA LLC) in 1999, working in both statutory audits and IPO support as well as the Digital Innovation department where he focused on promoting the digitalization of auditing operations. Became a Full-time Auditor for M&A Research Institute in 2020. Naoki Okamoto, Executive Auditor(CPA)Mika Aoki, Outside Board Director (Lawyer) Graduated from Waseda University. Joined USEN Corporation in 2004. Worked as a freelance announcer in news programs and other media since 2007. Joined the law firm Yamazaki, Akiyama, Yamashita in 2016. Involved in various tasks related to mass media and corporate legal affairs. Appointed as an Outside Board Director of M&A Research Institute in 2023.
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 33 5. Company Overview Independence and diversity have been emphasized in the governance framework, which has been further refined. Through rigorous risk management and compliance, along with transparent and proactive information disclosure, we seek to strengthen the foundation of management and drive the creation of new value. Governance Structure Annual General Meeting Director Outside Board Director Executive Auditor External Auditor Appointment Dismissal Selection Dismissal Supervision Audit Name Position Independent Expertise and experience Business managem ent Sales & Marketing Accounting & Finance Compliance and Risk Management M&A Human Resources Developm ent Legal Shunsaku Sagami Director &CEO ● ● ● ● ● Akihiro Yabuki Director ● ● ● Hikaru Ogino Director ● ● Ryo Mizutani Outside Board Director ● ● ● ● ● Toru Kamiyama Outside Board Director ● ● ● ● Mika Aoki Outside Board Director ● ● ● Naoki Okamoto Executive Auditor ● ● ● Makoto Kumazawa External Auditor ● ● ● ● ● Yousuke Azuma External Auditor ● ● ● ● Reporting Business Execution Structure Audit Appointment Dismissal Board of directors' meeting Audit & Supervisory Board
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1 FY2025/9 Earnings Results 2 FY2026/9 Earnings Forecast 3 Medium- to Long-term Growth Strategy 4 Q&A 5 Company Overview 6 Business Overview and Competitive Advantages 7 Reference Table of Contents
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 35 6. Business Overview and Competitive Advantages The brokerage business model charges fees from both the seller and the buyer. Through efficiency improvements, we have reduced costs and introduced a full success -fee model with no upfront or interim fees for sellers. Business Model Success fee Interim fee Advisory contract signed Advisory contract signed Basic Agreement Final Agreement Matching Success fee Selling Company Buyer Company No retainer fee No retainer fee No interim fee
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 36 6. Business Overview and Competitive Advantages Two Advantages of the Company Based on Strong Organizational Capabilities Advantages in Services Self-development of all in-house systems, efficiency through AI and DX Data driven and rational management and organizational capabilities Develop and implement optimal strategies through thorough industry analysis and improvement 1 2 3 1 Adopt a pricing system with only success fees 2 Average time of 7.2 months to M&A completion1 3 Industry-leading matching capability 1 Efficient working environment 2 Incentive plan at an industry top level Advantages in Recruitment Ricky Underlying structure and philosophy of the Company × Ability to recruit talented personnel Notes: 1. Average of all deals signed since inception (excluding financial advisor deals)
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 37 6. Business Overview and Competitive Advantages Advantages in M&A Brokerage Services 1 2 3 Average time of 7.2 months1 to M&A completion Shorter time to M&A completion versus the industry average through streamlined operations Notes: 1. Average of all deals signed since inception (excluding financial advisor deals) Pricing, speed to completing M&A transactions, and matching capability, creating a competitive advantage Adopt a pricing system with only success fees Selling companies are charged with only a success fee Industry-leading matching capability AI utilization and an efficient buyer development system improve the possibility of closing deals
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 38 6. Business Overview and Competitive Advantages Pricing System with Only Success Fees We are the only M&A brokerage firm listed on the Tokyo Stock Exchange Prime Market that adopts a full success - fee model, reducing cost barriers for clients in M&A transactions. This unique model also provides a competitive advantage in sales activities when competing with other firms. M&A Research Institute (Pricing system for selling companies) Success fee only Interim feeStart-up fee The only listed company to adopt a pricing system with only success fees Common brokerage companies Success fee Interim fee (partial payment of contingency fee) Start-up fee Interim fees and start-up fees are not reimbursed even if the M&A is not concluded The pricing system is clear and no fee is charged until the M&A is completed. Let’s consider an M&A Success fee A Start-up fee None Success fee B None Interim fee Success fee None M&A deal completion Determination of potential acquirers (Matching) Signing of an advisory contract Pricing system for selling companies We hesitate because we will be charged fees even if the M&A is not completed
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 39 6. Business Overview and Competitive Advantages We have developed a sales management system specialized in M&A and have already updated it 12,005 times. We have also reduced working hours and shortened the time required to complete M&A deals to about 7.2 months by streamlining inefficient activities through digital transformation (DX) and AI technology , giving us an advantage. 12,005 (Inception – September 2025) updates In-house development of a specialized M&A IT system beyond what is available in the market Representative Director with an IT engineering background CTO with extensive M&A expertise UpdatesImplementation Proposals from employees Shortening the time for M&A completion and reduction of operation time In-House Development of Transformational System In-house development cycle for the specialized M&A IT system Three steps of M&A brokerage business and details of efficiency improvement Sourcing (DX) Matching (AI) Execution (DX under consideration) Complete sending a letter simply by specifying the destination on the system Complete preparing a contract and approval request by one-click Complete contacting the team by one-click for sending a contract etc. Improve accuracy by learning domestic M&A deals and internal sales data Automatic extraction of potential acquiring companies based on selling company information A lot of work humans have to do Will use cloud and streamline operations such as exchanging contracts
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 40 6. Business Overview and Competitive Advantages History of Development: We realized the disadvantages of an off-the-shelf system and switched to in-house development early on In the inception stage of the company, we used an off-the-shelf system, but switched to in-house development due to the disadvantages such as slow development and inability to create specific functions. Building the better system than the off-the shelf from scratch meant that we needed to repeatedly improve the system and deal with many caveats in the beginning with cooperation of all the employees and It took about a year for the system to be fully usable. → It’s realistically difficult to imagine a company discarding an off-the-shelf system for an internally developed one. In-house development currently enables smooth and speedy development of various functions. Many functions specialized in shortening the M&A brokerage times have been developed. → Since it can be connected to multiple external systems, it has made operations other than sales more convenient. Advantages: Development by engineers with extensive M&A knowledge Representative Director Sagami is a former engineer, and the CTO is also a M&A expert. There is no separation between M&A experts and engineers, where people familiar with both areas have developed the system. We can develop a system responsive to user needs and with true value in streamlining M&A brokerage. Difficulty of imitation due to our improvement speed: Seamless development for continuous function improvements We always listen to employees’ needs and they can casually request system development. In-house engineers’ development without outsourcing enables us to directly discuss the improvement plan and to implement it immediately. We provide ideas for streamlining everyday and continuous efficiency improvements has become our corporate culture. Unparalleled In-House Developed System: Development History History of Developing In-House System and Our Advantages
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 41 6. Business Overview and Competitive Advantages Industry-leading Matching Capability Selling Company Matching department (in charge of buying companies) Many Potential Assignee Company v M&A advisor in charge (Sell-side advisors) Dealing with a selling company Approach ・・・ Selling Company M&A advisor in charge (in charge of both selling and buying companies) Dealing with a selling company Approach We have established a system that enables us to quickly make proposals to a large number of companies through a matching-specific department. AI utilization enables a speedy approach with no omissions. Potential Assignee Company In the case of the Company When one advisor is in charge of both sides + AI
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 42 6. Business Overview and Competitive Advantages Advantages in Recruitment We have created a working environment where M&A advisors can work efficiently concentrating on essential work by promoting systemization of other work with DX and AI technology. We also try to differentiate from other companies by creating a salary structure that makes it easier to earn money. × Efficient working environment Incentive plan at a high level Efficient office work through DX and AI We provide an environment where M&A advisors can concentrate on essential work by using DX and AI to improve the efficiency of office work or by entrusting such work to office clerks. Growth Rate of M&A Advisors Shorter contracting periods are directly related to the rate of growth. Become an advisor with a lot of M&A experience in a short period of time after joining the company. Incentive plan at a high level We have independently designed a balance between responsibilities and incentives, enabling consultants to efficiently achieve high income. Evaluation based on merit rather than the years of employment We have designed a system in which M&A advisors are evaluated equally according to their performance regardless of the years of employment. Simplify sales activities Success-based fee structure “Success-based fee structure” serves as a strong sales advantage, making client acquisition easier. Industry-leading matching capability By using AI to identify potential buyers, and through an efficient buyer development system by a department specialized in matching, it is possible to focus on activities other than matching. × 1 2 1 2 1 2 A short M&A closing period of 7.2 months, below the industry average Shorter time for M&A completion below industry average through streamlined operations 3
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 43 6. Business Overview and Competitive Advantages • Project Management • Coaching • Team building • Management Training • Risk management • Problem-solving mindset • Basics of Data Analysis and Statistics • KPI Management • Time management • Logical thinking / writing • Financial Analysis • M&A Legal • Mindset Training • Project Acquisition Know-how • 1st month (classroom training) → Introduction to M&A → Company profile writing training →Equity Valuation Training →Matching Training → Compliance Training Comprehensive Training Curriculum Established We established a dedicated Education Support Department to provide comprehensive training not only after onboarding but also tailored to each role level. By developing the necessary skills and mindset, we aim to accelerate time-to-productivity and strengthen our next-generation talent pipeline. Training for chiefs and deputy managers Training for Manager and Senior Manager Training for deputy and general managersPost-entry training Building a base as an advisor Improving individual performance Acquiring education and a higher perspective Early development of the next generation of department heads As a candidate for executive management acquisition of management skills M&A Advisors from Inexperienced toto M&A advisors • 2nd month - 6th month (practical exercises) →Basic Practical Course →Accompanying visit → Role Playing • Deal Know-How Training • Shared vision • Understanding Group Companies • Multi-faceted perspective, hypothetical thinking • Customer Satisfaction Training • Deal Portfolio Management • Team Management • Cooperation with Group Companies • Management Vision Sharing • Corporate governance • Leadership Training • Raining for new and young employees Special training for top performers Regular trainingSpecial Training +
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 44 6. Business Overview and Competitive Advantages IT GovernanceTechnology & Business Centered on members from major consulting firms, we focus on DX consulting while providing effective, results - driven solutions across a wide range of areas including strategy, organization, talent, and IT. Consulting Business: Service Overview ・Business portfolio optimization and alliance strategy ・Mid-term management plan development ・M&A strategy, sourcing to PMI ・Business strategy and new business planning ・Strategy development across sales, SCM, R&D, IR, etc. ・IT/DX/AI strategy and roadmap development ・IT governance and architecture design ・System implementation (ERP/CRM/SCM/AI/RPA) ・Cybersecurity measures ・Various PMO / PMO Support Services ・Company-wide BPR(efficiency and process enhancement) ・Business intelligence & data analytics ・SCM optimization and cost reduction ・Strengthening risk management & compliance ・Customer experience design and improvement ・Strategy support for intellectual property and intangible assets ・Group governance development and enhancement ・Legal and compliance support Strategy & MA IP, Legal & Risk Governance
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1 FY2025/9 Earnings Results 2 FY2026/9 Earnings Forecast 3 Medium- to Long-term Growth Strategy 4 Q&A 5 Company Overview 6 Business Overview and Competitive Advantages 7 Reference Table of Contents
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 46 7. Reference: Sustainability Towards the realization of a sustainable society, we aim to solve the “Social” issues facing Japan, where the declining birthrate and aging population are becoming more serious, tackling the business closure issues due to the lack of successors through our M&A brokerage business. ESG Initiatives To Solve Social Issues Through M&A Brokerage More than 99% companies in Japan are SMEs. According to Teikoku Databank, “National Survey of Companies Without a Successor (2021),” about two-thirds (61.5%) of the companies had no successors. Termination of business due to lack of successor not only leads to the loss of proprietary technology and know-how but also disrupts the livelihood of employees and their families. Moreover, the successor issue is not only for SMEs, but also a factor that worsens the Japanese economy as a whole. M&A Research Institute will continue to focus on social issues by resolving successor issues through ESG initiatives in the M&A brokerage business. Environment Social Governance
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 47 7. Reference: Sustainability We aspire to create a sustainable work environment where employees can work in a healthy manner both physically and mentally. We contribute to solving social issues arising from the lack of successors and realizing a sustainable society through the M&A brokerage business. SDG Initiatives Realization of an attractive working environment Realization of an attractive working environment Efforts to address the aging working population issue Paperless transition Contribution to the local economy Compliance- focused management M&A Research Institute Holdings aims to realize a “sustainable” society through the M&A brokerage business Support for living infrastructure
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 48 7. Reference: Sustainability We aim to contribute to elements 9 and 11 through our M&A brokerage business and will further enhance information disclosure on our corporate website. Focus Area in SDG Initiatives 1 2 3 Create economic activity maintenance effects in Japan through M&A Prevent job losses and GDP declines due to the closure of SMEs Support the business succession of SMEs based in rural areas with high-quality services and technology Reduce business closures due to lack of a successor, which result in loss of services and technology are lost Protect the industry by making business and employment remained through business succession Protect the domestic industry by decreasing business closures Contributing to industrial and technological innovation through M&A brokerage business. Opening of sustainability page (https://masouken.com/holdings/sustainability)
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 49 7. Reference: Assumption of Earnings Forecasts Assumption of Earnings Forecasts in the M&A Brokerage Assumption of Earnings Forecast Net Sales Calculated based on factors such as the likelihood of M&A completion and the accumulation of expected contract fees for each accepted project. Operating Margin In addition to strengthening management, active investments will be made in employee training and compliance enhancement. Necessary costs will be allocated appropriately to support organizational growth. Number of M&A Advisors For FY26/9, the plan is to have approximately 400~450 advisors. Sales per Advisor (calculated based on the average number of employees during the period) Set at JPY 42.9million to JPY 45.6million. Closed M&A Deals Expected to increase proportionally as the number of advisors increases. Fees per Deal While prioritizing the maximization of net sales per person, we will also work toward increasing unit prices. Average Time to M&A Conclusion Expected to remain approximately 7 months. Over the 7 years since our founding, we have continuously pursued all possible efficiency improvements, resulting in the current level. We believe it is important to maintain the current contract period.
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 50 7. Reference: KPI Highlights Key Performance Indicators (Consolidated): Cumulative Quarterly Results FY22/9 FY23/9 FY24/9 FY25/9 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Net Sales 3,911 2,125 3,874 6,336 8,642 4,900 8,526 12,771 16,549 4,178 7,658 11,597 16,602 Gross Profit 3,123 1,788 3,116 5,055 6,617 4,045 6,556 9,610 12,017 2,727 4,769 7,020 10,120 Gross Profit Margin 79.8% 84.2% 80.4% 79.8% 76.6% 82.6% 76.9% 75.3% 72.6% 65.3% 62.3% 60.5% 61.0% Operating Profit 2,103 1,398 2,287 3,610 4,579 3,353 4,938 7,019 8,408 1,684 2,480 3,243 4,964 Operating Margin 53.8% 65.8% 59.0% 57.0% 53.0% 68.4% 57.9% 55.0% 50.8% 40.3% 32.4% 28.0% 29.9% Profit 1,326 958 1,567 2,427 2,646 2,175 3,173 4,498 5,788 1,092 1,568 1,912 2,894 Net Income Margin 33.9% 45.1% 40.4% 38.3% 30.6% 44.4% 37.2% 35.2% 35.0% 26.1% 20.5% 16.5% 17.4% (Unit: Million yen)Consolidated Financial Statements
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 51 7. Reference: M&A Brokerage Deal Flow by Step The M&A process is divided into three phases. At our company, two departments work in a specialized structure: the Sales Department (M&A Advisors) and the Corporate Sales Department (in charge of matching). By leveraging DX and AI to streamline the sourcing and matching phases, advisors can focus more time on execution, enabling the delivery of higher-quality services. M&A Brokerage Deal Flow by Step Sign non-disclosure agreement Receive necessary documents Corporate company evaluation report Determine consultation targets Sign advisory contract with seller Prepare materials of the selling company (deal formation) Approach potential buyers Sign advisory contract with buyer Senior interviews between sellers and buyers Negotiation of terms Express intent / Basic agreement Due diligence Negotiate final details Final agreement M&A deal completion Negotiation and deal completionSearching for potential buyers and matchingIdentifying sellers M&A explanation and meetings Sales efforts via letters, etc. M&A Advisor (Sales Department) Contract Selling Company Person in Charge of Matching (Corporate Sales Department) Contract Selling Company M&A Advisor (Sales Department) Adjustment of deal terms Sourcing (Efficiency via DX) Matching (Efficiency via AI) Execution High-quality support from advisors Buying Company Buying Company
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 52 7. Reference: Earnings Structure M&A brokerage earnings are structured as follows: Sales = Number of M&A Advisors x Sales per Advisor. Keys to further accelerate the increase in sales are the number of M&A advisors and increase in sales per advisor. Earnings Structure Number of M&A Advisors Sales per AdvisorNet Sales Number of Advisory Contracts Contract Rate Fees per Deal Earnings structure
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 53 7. Reference: Advantage in Recruitment of M&A Advisors 5 10 31 74 181 320 390 FY25/9 Advantages in Recruitment of M&A Advisors We rapidly expanded headcount through a data-driven hiring strategy. An OJT-based training framework enables immediate contribution and helps maintain a high employee retention rate. Number of M&A advisors (sell-side advisors) FY24/9 Number of M&A advisors 390 +21.9% Data-driven recruitment strategy has resulted in meeting hiring targets 320 FY25/9 (i) Thorough Data Management of Recruitment Processes (ii) Our attractiveness and culture clearly differentiated from competitors× Recruitment strategy FY19/9 FY20/9 FY21/9 FY23/9 FY24/9FY22/9
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 54 7. Participation in M&A Brokerage Associations The M&A Intermediary Association was renamed the "M&A Advisors Association" in January and established a committee to develop a qualification system and self-regulation rules. It involves not only M&A firms but also experts to incorporate external insights. Through collaboration across M&A support entities, it aims to contribute to the growth of Japan’s SMEs. Participation in M&A Brokerage Associations Association Overview Japanese name 一般財団法人M&A支援機関協会 English name M&A Advisors Association(MAAA) Established October 1, 2021 Board Member <Representative Director> Suguru Miyake (Nihon M&A Center Inc.) <Director> Kunihiko Arai (Strike Co., Ltd.) Nobuo Onodera (The Bank of Yokohama, Ltd. , RBAJ) Ryosuke Kubo (Ondeck Co., Ltd.) Shunsaku Sagami (M&A Research Institute Inc.) Yasuhito Shinoda (Meinan M&A Co., Ltd.) Shibusa Toshihiko (Toranomon Audit LLC , JICPA) Satoru Nakamura (M&A Capital Partners Co.,Ltd.) Akihiro Watanabe (CPA) あ <Auditor> Lawyer Kikuchi Yutaro(KIKUCHI SOGO LAW OFFICE) Activities • Promoting fair and smooth transactions in M&A • Adherence to Appropriate Transaction Rules, Including M&A Guidelines • Support for M&A support personnel development • Operation of a complaint and consultation service for M&A intermediaries • Qualification system and self-regulation review
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 55 7. Reference: Strengthening of Internal Control Systems Mr. Kanetaka, Former Commissioner General of the National Police Agency, was appointed as an advisor in October 2024 and now provides advice and guidance on our company’s risk management and compliance systems. Strengthening Internal Management Systems Advisor Mr. Kanetaka has held key positions, including the role of Commissioner General of the National Police Agency, and has extensive experience in public safety and crime prevention. Through his management of this large-scale organization, he has accumulated deep insights into fostering organizational transparency and ethical standards. He now provides advice and guidance to strengthen our company’s risk management and compliance systems. Main Career 1978 Joined National Police Agency 1998 Chief of Toyama Prefectural Police Headquarters 1999 General Manager of Administration Department, Kanagawa 2001 Director of 2nd Investigation Division, Criminal Affairs Bureau, National Police Agency 2003 Director of Personnel Division, Commissioner-General’s Secretariat, National Police Agency 2006 General Manager of Criminal Investigation Bureau, Metropolitan Police Department 2007 General Manager of Personal and Training Bureau, Metropolitan Police Department 2008 Senior Councilor of Commissioner-General’s Secretariat, National Police Agency 2009 Commissioner of Criminal Affairs Bureau, National Police Agency 2011 Director-General of Commissioner-General’s Secretariat, National Police Agency 2013 Deputy Commissioner-General, National Police Agency 2015 Director General of National Police Agency 2016 Retired from National Police Agency. Chief Director, Japan Police Personnel Mutual Aid Association 2023 Outside Director and Audit Committee Member, Nitori Holdings, Inc. 2023 Senior Advisor, Konami Group Mr. Masahito Kanetaka
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 56 7. Reference: Shareholder Composition Administration Headquarters To further strengthen compliance, the Compliance Department is leading efforts to align with the SME M&A Guidelines, industry self-regulations, and internal rule development. Additionally, the Education Support Department has been established as a separate department to further enhance advisor training efforts. Strengthening Internal Management Systems General Meeting of Shareholders Board of Directors Board of Auditors Business Execution System Sales Headquarters Finance and Accounting DepartmentSales Department Accounting Partnership Department Compliance Department Legal Department Educational Support DepartmentAdvisors trained better than ever International Sales Department
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 57 7. Reference: M&A Conclusion 18% 13% 13% 12% 8% 7% 5% 6% 4% 5% 3% 3% 1% 1% 1%Seller Buyer Business Description Region Business Description Region 1 Construction Kyushu Service Hokkaido 2 Hospitality, Food and Beverage Services Chugoku Transportation and Postal Service Chugoku 3 Agriculture and Forestry Tokai Service Kanto 4 Medicine and Welfare Kanto Agriculture and Forestry Hokkaido 5 Manufacturing Kanto Service Kanto 6 Lifestyle-related Services and Entertainment Chugoku Hospitality, Food and Beverage Services Kanto 7 Lifestyle-related Services and Entertainment Kanto Real Estate and Leasing Kanto 8 Information Technology and Communications Kanto Lifestyle-related Services and Entertainment Kinki 9 Manufacturing Hokuriku Wholesale and Retail Kinki 10 Real Estate and Leasing Kinki Service Kanto 715 Medicine and Welfare Hokuriku Medicine and Welfare Kyushu 716 Lifestyle-related Services and Entertainment Kanto Professional and Technical Services Kinki 717 Construction Kanto Construction Kanto 718 Construction Kanto Construction Kanto 719 Manufacturing Kanto Manufacturing Tokai 720 Real Estate and Leasing Kanto Real Estate and Leasing Chugoku 721 Education and Study Support Kyushu Education and Study Support Kyushu 722 Manufacturing Kinki Manufacturing Kinki We have successfully brokered M&As with companies in various industries, sectors, and regions. M&A Conclusion Business of selling companies1 Size of selling companies1 Note 1: Aggregated based on all deals concluded by the end of September 2025 . - ¥500 million ¥500 million –¥1,000 million ¥1 billion Manufacturing Construction Wholesale and Retail Information Technology and Communications Service (not classified as others) Professional and Technical Services Real Estate and Leasing Medicine and Welfare Hospitality, Food and Beverage Services Lifestyle-related Services and Entertainment Transportation and Postal Service Education and Study Support Agriculture and Forestry Finance and Insurance Fishery 72% 15% 13% Closed Deals (Examples)
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 58 7. Reference: Background of Our M&A Advisors Our M&A advisors come from a wide range of industries and companies. With a sales environment that enables even young professionals to thrive, the average age is 29.0. Background of Our M&A Advisors Former employers of M&A advisors Breakdown by age of M&A advisors Note: Based on our employee data (including those scheduled to join us) as of September 2025 (Consulting firms, MRs, Real estate developers, etc.) An environment conducive to success for individuals without prior experience has been established, resulting in a low percentage of job applicants from competing companies at our firm. 10% 47% 33% 8% 2% 22~24 25~29 30~34 35~39 40~ 8% 11% 8% 6% 5% 3% 3%7% 49% Other M&A Brokerage Securities Firm Other Financial Firms Trading Companies Insurance Company Megabank Major Manufacturer New Graduate Other
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 59 7. Reference: Market Environment In Japan, a unique market has developed where M&A advisory firms are widely used, driven by the increasing number of business owners reaching retirement age without successors. M&A Market in Japan 1 2 3 Japan’s unique business practice: “M&A brokerage” service instead of FA Outside of Japan, it’s common to execute M&A using a financial advisor (FA) In Japan, other than large-scale M&A, brokerage companies are used to intervene and support both parties Growing Need for Business Succession due to Aging of Business Owners In Japan, the average age of management executives in SMEs is becoming high On the other hand, they lack successors and business succession issues are becoming more serious There are few M&A brokerage companies against M&A needs While it is said that 620,000 profitable companies are at risk of closure due to the lack of successors, there are only 45 companies that provide M&A services with 20+ M&A advisors. M&A demand is highly exceeding its supply. Uniqueness of M&A Market in Japan
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 60 7. Reference: Market Environment Many profitable companies are at risk of closure and the market size is extremely large even in the domestic market. We expect M&A demand is highly exceeding its supply, and the M&A brokerage market size to be ¥553 to ¥653 bn annually, so it is a “Blue Ocean”. Market Size of Domestic M&A Brokerage Notes: 1. Source: The Small and Medium Enterprise Agency “Current Situation and Challenges of M&A in SMEs and Micro Business Owners” 2. Source: Credit Risk Database Association “Outsourced project related to fact-finding survey of SMEs based on FY2018 financial information” 3. Actual figure in FY2023/9 4. The market size is what we estimated based on external statistical materials and published materials, and may differ from the actual market size 620,000 companies1 Profitable companies are at risk of closure due to the lack of successors Of these, 15%2 have sales of ¥0.3 bn~ 90,000 companies 90,000 companies Companies with sales of ¥0.3 bn~ ×15% × Fees per deal ¥61 mn3 ¥5.6 trn ¥5.6 trn / 12.5 years ¥453 billion* Given gradual business succession over the next 10 to 15 years Transfer of a loss- making company Transfer from managers under 50 years of age 2 Market Size: ¥5.6 trn1 Target Companies: 90,000 3 Annual Market Size: ¥453 bn +α + ¥100 billion | ¥200 billion * Currently, there is a shortage of M&A intermediary firms, resulting in a situation where demand exceeds supply. Companies that cannot achieve business succession are carried over from year to year and accumulate in TAMs.
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 61 7. Reference: Market Environment 0-4 15-19 30-34 45-49 60-64 75-79 90-94 日本 M F 0-4 15-19 30-34 45-49 60-64 75-79 90-94 アメリカ M F 0-4 15-19 30-34 45-49 60-64 75-79 90-94 世界 M F 0-4 15-19 30-34 45-49 60-64 75-79 90-94 アジア M F In Japan today, the number of young people continues to decline, and the birthrate is declining and the population is aging. As a result, the ratio of companies without successors is 57.2%1, and business succession through M&A is an issue. Growing Need for Business Succession due to Aging of Business Owners Average Age of Managers2 Increase in Risk of Black-ink Bankruptcy 59.87 60.03 60.24 60.43 60.62 60.89 61.19 61.45 61.73 62.16 62.49 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Severe issue of rising age of management executives and the lack of successors Notes: 1. Teikoku Databank (2022), “Research on the Ratio of Companies without Successors in Japan” 2. Tokyo Shoko Research (2021), “Research on the Average Age of Company Owners” Population Pyramid: Japan's Declining Birthrate and Aging Population Corporate 70+ years old (c. 0.93mn) < 70 years old (c. 0.79mn) 70+ years old (c. 1.52mn) < 70 years old (c. 0.57mn) Sole proprietors c. 0.62mn profitable companies at risk of closure Japan Asia U.S.A World
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 62 7. Reference: Market Environment There are three types of companies engaged in M&A intermediation, but in Japan, M&A intermediary firms hold a significant presence, with about 3,000 such companies operating nationwide. However, there is an overwhelming number of companies at risk of closure with a surplus of profitable M&A transactions that M&A advisors can handle in a year (3,000 cases 3). This has led to a disruption in the supply-demand balance. Imbalance between M&A Demand and M&A Brokerage Supply M&A Brokerage Supply and Market Potential 5 Size: Large enterprises (unlisted companies with sales of ¥ 10 billion or more) [Financial Institution] Target size (deal price): ¥10 billions~ Size: Small and medium-sized enterprises (sales of ¥ 300 million or more) [M&A Brokerage] Target size (deal price): ¥0.1 bn ~ 10 billions Size: Small business (less than ¥ 300 million in sales) [Individual・M&A Platform] Target size (deal price): ~¥0.1 bn Notes: 1. Publication of Registered Financial Advisors and Intermediaries under the Small and Medium Enterprise Agency M&A Support Institution Registration System - February 1-month Public Offering (Registration Status as of March 13, 2025). Calculated taking into account factors such as transaction performance reporting. 2. Calculated based on the number of the most recent closed deals published by the major listed M&A brokerage companies (excluding our company) 3. Note 1: Calculated assuming that each advisor signs 1.0 contract per person per year for the calculated number of advisors. 4. Estimated by M&A Research Institute based on the Small and Medium Enterprise Agency's "8th Study Group on Consolidation of Management Resources of Small and Medium Enterprises, etc. M&A deals/year Companies at risk of closing business in the black Market Potential 620,000 companies Large Potential Demand Number of M&A advisors c. 3,0001 × Successful deals per person c. 1.0 deals/year2 (By M&A Brokerage) 3,0003 10〜19 50〜99 1〜9 100〜 2,815 companies 96 companies 8 companies 7 companies 20〜49 30 companies Out of the M&A business companies registered in the country, approximately 700 (about 23% of the total4) have reported successful deals M&A advisors / M&A brokage company in Japan
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 63 7. Reference: Shareholder Composition Shareholder Composition Change in shareholder composition Domestic institutional investors 16% Foreign institutional investors 17% Individual shareholders 12% Management 53% As of September 2024 Treasury Stock 2% As of September 2025 Domestic institution investors 10.0% Foreign institution investors 16.4% Individual shareholders 15.3% Management 58.2% Treasury Stock 0.1%
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Copyright © 2025 M&A Research Institute HD. All rights reserved. Highly Confidential to M&A Research Institute HD. 64 Disclaimer This presentation was prepared by M&A Research Institute (the “Company”) solely for informational purposes. This presentation does not constitute an offer to sell or a solicitation of an offer to buy any security in the United States, Japan or any other jurisdiction. This presentation is based on the economic, regulatory, market and other conditions as in effect on the date hereof, and neither the Company nor its advisors or representatives guarantee that this information is accurate or complete. Subsequent developments may affect the information contained in this presentation, and neither the Company nor its advisors or representatives are under any obligation to update, revise or affirm the information herein based on events or circumstances after the date hereof. The information in this presentation is subject to change without prior notice. Neither this presentation nor any of its contents may be disclosed to or used by any other party for any purpose without the prior written consent of the Company. This presentation contains forward-looking statements, including estimations, forecasts, targets and plans. Such forward-looking statements do not represent any guarantee by the Company of future performance. Any forward-looking statements in this document are based on the current assumptions and beliefs of the Company in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the Company’s actual results to be materially different from any future results expressed or implied by such forward-looking statements. The information in connection with or prepared by companies or third parties other than the Company is based on publicly available and other information as cited, and the Company has not independently verified the accuracy or appropriateness of, and makes no representations with respect to, such third-party information. ■ M&A Research Institute Holdings, Inc. https://masouken.com/holdings ■ Inquiries about IR https://masouken.com/holdings/ir/contact