Disclaimer of conclusion in the review of the Semi-Annual Report for the fiscal year ending August 2026
株式会社ウェルディッシュ and its consolidated subsidiary, ACA Next株式会社
The stock options in question and the transfer of shares related to the acquisition of shares in ACA Next株式会社
Concerns regarding deficiencies in the decision-making process for exercising the stock options in question and their legal validity, as well as concerns regarding the timing and other aspects of the transfer of shares related to making ACA Next株式会社 a subsidiary
Company response
An independent investigation committee independent of the company was established on 22 April 2026. The chairperson's name is Not disclosed.
⑧ Consideration of measures to prevent recurrence
The investigation covers matters forming the basis for determining whether claims for damages should be brought against the representative director. Specific measures such as reductions in compensation, resignation or disciplinary action are Not disclosed.
The interim consolidated accounting period from 1 September 2025 to 28 February 2026
Related procedures
Investigation by an independent investigation committee, including whether to bring an action for invalidity or claims for damages
The independent investigation committee's investigation is ongoing, and its completion date is not currently known. The company will appropriately address the circumstances that led to the disclaimer of conclusion and promptly disclose any matters that are found to require disclosure.
If any matters requiring disclosure are identified, they will be disclosed promptly.
| Item | Details |
|---|---|
| Event name | Disclaimer of conclusion in the review of the Semi-Annual Report for the fiscal year ending August 2026 |
| Date of occurrence | 14 May 2026 (the date the interim review report was received) |
| Date recognized / date notice received | 14 May 2026 (the date the interim review report was received) |
| Subject Entity | 株式会社ウェルディッシュ and its consolidated subsidiary, ACA Next株式会社 |
| Target Locations / Products | The stock options in question and the transfer of shares related to the acquisition of shares in ACA Next株式会社 |
| Cause | Concerns regarding deficiencies in the decision-making process for exercising the stock options in question and their legal validity, as well as concerns regarding the timing and other aspects of the transfer of shares related to making ACA Next株式会社 a subsidiary |
| Accounting period in which recognized | The interim consolidated accounting period from 1 September 2025 to 28 February 2026 |
| Type of litigation or proceeding | Investigation by an independent investigation committee, including whether to bring an action for invalidity or claims for damages |
| Investigation structure | An independent investigation committee independent of the company was established on 22 April 2026. The chairperson's name is Not disclosed. |
| Measures to prevent recurrence | ⑧ Consideration of measures to prevent recurrence |
| Directors' and officers' liability | The investigation covers matters forming the basis for determining whether claims for damages should be brought against the representative director. Specific measures such as reductions in compensation, resignation or disciplinary action are Not disclosed. |
| Outlook | The independent investigation committee's investigation is ongoing, and its completion date is not currently known. The company will appropriately address the circumstances that led to the disclaimer of conclusion and promptly disclose any matters that are found to require disclosure. |
| Planned follow-up disclosure | If any matters requiring disclosure are identified, they will be disclosed promptly. |
Items this document does not state (12)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The independent investigation committee's investigation is ongoing, and it is not currently clear whether the investigation's findings will have a material and pervasive impact on the interim consolidated financial statements, or which accounts, amounts and notes should reflect those findings. The investigation includes the decision-making process and validity of the issuance and exercise of the stock options in question, as well as the circumstances surrounding the acquisition of shares in ACA Next株式会社.