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Statutory disclosure document3800UNIRITA Inc.Information and Communications, Services and Others

Statutory Advance Disclosure Document (Merger) (株式会社ユニ・トランド)

UNIRITA Inc. entered into an agreement to absorb and merge with its wholly owned subsidiary, 株式会社ユニ・トランド. The effective date is 1 July 2026, and no UNIRITA Inc. shares or other consideration will be issued in the merger.

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Decision and Details

An absorption-type merger in which UNIRITA Inc. is the surviving company and 株式会社ユニ・トランド is the absorbed company

Decision19 March 2026 (date of execution of the absorption-type merger agreement)
Period CoveredOn or after 1 July 2026 (on or after the effective date)
Implementation1 July 2026 (scheduled effective date)
Going forwardThe absorption-type merger is scheduled to take effect on 1 July 2026. If any matter changes after the start date of the advance disclosure, the company will promptly disclose the matter as revised.
AmountMerger consideration: None. As of 31 March 2025, 株式会社ユニ・トランド had total assets of ¥220,510,200, total liabilities of ¥955,823,511, total equity of ¥△735,313,311, and net income of ¥△99,274,935 for the period.
Quantity / scale1,600 issued common shares of 株式会社ユニ・トランド. UNIRITA Inc. owns all issued shares.
Reason

Because this is a merger between a wholly owned parent company and its subsidiary. Advance disclosure is made pursuant to Article 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act.

Impact on Business Performance

The assets of the surviving company are expected to substantially exceed its liabilities, and the company expects no difficulty in performing its obligations after the effective date.

Decision and Details
ItemDetails
Matter CoveredAn absorption-type merger in which UNIRITA Inc. is the surviving company and 株式会社ユニ・トランド is the absorbed company
Decision Date19 March 2026 (date of execution of the absorption-type merger agreement)
Implementation Date1 July 2026 (scheduled effective date)
Period CoveredOn or after 1 July 2026 (on or after the effective date)
AmountMerger consideration: None. As of 31 March 2025, 株式会社ユニ・トランド had total assets of ¥220,510,200, total liabilities of ¥955,823,511, total equity of ¥△735,313,311, and net income of ¥△99,274,935 for the period.
Quantity / scale1,600 issued common shares of 株式会社ユニ・トランド. UNIRITA Inc. owns all issued shares.
Impact on Business PerformanceThe assets of the surviving company are expected to substantially exceed its liabilities, and the company expects no difficulty in performing its obligations after the effective date.
ReasonBecause this is a merger between a wholly owned parent company and its subsidiary. Advance disclosure is made pursuant to Article 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act.
Governing RuleArticle 794, paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 796, paragraph 2 of the Companies Act; Article 795, paragraph 1 of the Companies Act; Article 784, paragraph 1 of the Companies Act; and Article 783, paragraph 1 of the Companies Act
Future plansThe absorption-type merger is scheduled to take effect on 1 July 2026. If any matter changes after the start date of the advance disclosure, the company will promptly disclose the matter as revised.
Items this document does not state (2)
Decision-Making BodyRelated previous disclosures

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.

As this is a merger between a wholly owned parent company and its subsidiary, there is no merger consideration. This disclosure is made in advance under the Companies Act in relation to the absorption-type merger, covering the agreement, financial statements, and the expected ability to perform obligations, among other matters.

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Statutory Advance Disclosure Document (Merger) (株式会社ユニ・トランド) | UNIRITA Inc. (3800) timely disclosure | Komori