Komori
Occurring Fact4387ZUU Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Results of the Special Investigation into the Fund Outflow Incident and Measures to Prevent Recurrence

The special investigation into the ¥96 million fund outflow caused by fraudulent payment instructions from an external third party clarified the causes and management accountability. The company also outlined its policy of implementing and rolling out measures to strengthen internal controls and cybersecurity.

Worth reading
69In focus
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Direction
Deterioration
Direction inferred from the company’s description.
Scale
96000000
¥
Wording
Conditional
How definitive the wording is.

Results of the Special Investigation into the Fund Outflow Incident and Measures to Prevent Recurrence, etc.

Subject Entity

株式会社ZUU

Target Locations / Products

The business chat tool used by the company

This disclosure05/15/2026
Cause

A fraudulent payment instruction from a malicious external third party. In addition, the internal control framework for payment approvals and disbursement procedures was inadequate, resources in the accounting department were insufficient, the results of internal audits were not sufficiently recognized, and the cybersecurity framework was weak.

Amount of Impact on Business Performance

¥96 million (recognized as an extraordinary loss in the fiscal year ending March 2026)

Accounting period in which recognized

Fiscal year ending March 2026

Impact on Earnings Forecast

As stated in the Notice Regarding the Recognition of an Extraordinary Loss for the Fiscal Year Ending March 2026 and the Difference Between the Full-Year Consolidated Earnings Forecast and Actual Results released today

Company response

Investigation structure

A special investigation conducted by a law firm comprising external professionals (attorneys). The investigation was conducted from 3 April 2026 to 12 May 2026.

Measures to prevent recurrence

① Change of the internal communications tool (company-wide migration to Slack) and mandatory SSO connectivity and two-factor authentication; ② Strengthening of the payment approval process (interim procedures including approval by multiple people and advance confirmation of initial payment recipients); ③ Elimination of the concentration of bank account administrator privileges and abolition of unnecessary accounts; ④ Issuance of incident response rules (internal notice and provisional version); (1) Strengthening of the internal control framework for payment procedures, ① fundamental review of the payment approval process, ② mandatory confirmation procedures by telephone, in person, online or other means for high-value transfers, ③ revision of the accounting rules and thorough compliance with those rules, ④ improved understanding of accounting-related procedures and thorough compliance-focused education and training; (2) Improvement of resources in the accounting department, ① strengthening of personnel, including at the level of accounting department head; (3) Sharing of internal audit results and timely, appropriate responses, ① strengthening of the framework under which the representative director reviews internal audit results and shares them with relevant departments in a timely and appropriate manner, ② regular reporting of internal audit results to the Board of Directors; (4) Strengthening of the cybersecurity framework, ① ongoing cybersecurity attack prevention training and exercises for all employees, ② strengthening of account and access-rights management, ③ development and rollout of security control standards covering group companies and outsourced service providers; (5) Strengthening of governance and internal management, ① establishment of a recurrence prevention management team, ② strengthening of the operation of the Risk Management Committee, ③ strengthening of the effectiveness of the Audit and Supervisory Committee, including the appointment of outside Audit and Supervisory Committee members with professional expertise such as certified public accountants, ④ appointment of executive officers or directors with expertise in governance, internal controls, financial management and related areas

Directors' and officers' liability

Representative Director Tomita Kazunari (冨田 和成) and Director in charge of administration Higuchi Takuro (樋口 拓郎) will voluntarily forgo 30% of their monthly remuneration for 3 months. During the period of this voluntary reduction, no bonuses or other performance-linked remuneration will be paid to either individual. For the time being, the representative director will directly oversee the accounting and finance functions.

Outlook

The measures to prevent recurrence will be rolled out across the group. The company will immediately begin recruiting an executive officer or director with expertise in governance, internal controls, financial management and related areas, and will transition to a new management structure at an appropriate time.

Event that occurred
ItemDetails
Event nameResults of the Special Investigation into the Fund Outflow Incident and Measures to Prevent Recurrence, etc.
Subject Entity株式会社ZUU
Target Locations / ProductsThe business chat tool used by the company
CauseA fraudulent payment instruction from a malicious external third party. In addition, the internal control framework for payment approvals and disbursement procedures was inadequate, resources in the accounting department were insufficient, the results of internal audits were not sufficiently recognized, and the cybersecurity framework was weak.
Amount of Impact on Business Performance¥96 million (recognized as an extraordinary loss in the fiscal year ending March 2026)
Accounting period in which recognizedFiscal year ending March 2026
Impact on Earnings ForecastAs stated in the Notice Regarding the Recognition of an Extraordinary Loss for the Fiscal Year Ending March 2026 and the Difference Between the Full-Year Consolidated Earnings Forecast and Actual Results released today
Investigation structureA special investigation conducted by a law firm comprising external professionals (attorneys). The investigation was conducted from 3 April 2026 to 12 May 2026.
Measures to prevent recurrence① Change of the internal communications tool (company-wide migration to Slack) and mandatory SSO connectivity and two-factor authentication; ② Strengthening of the payment approval process (interim procedures including approval by multiple people and advance confirmation of initial payment recipients); ③ Elimination of the concentration of bank account administrator privileges and abolition of unnecessary accounts; ④ Issuance of incident response rules (internal notice and provisional version); (1) Strengthening of the internal control framework for payment procedures, ① fundamental review of the payment approval process, ② mandatory confirmation procedures by telephone, in person, online or other means for high-value transfers, ③ revision of the accounting rules and thorough compliance with those rules, ④ improved understanding of accounting-related procedures and thorough compliance-focused education and training; (2) Improvement of resources in the accounting department, ① strengthening of personnel, including at the level of accounting department head; (3) Sharing of internal audit results and timely, appropriate responses, ① strengthening of the framework under which the representative director reviews internal audit results and shares them with relevant departments in a timely and appropriate manner, ② regular reporting of internal audit results to the Board of Directors; (4) Strengthening of the cybersecurity framework, ① ongoing cybersecurity attack prevention training and exercises for all employees, ② strengthening of account and access-rights management, ③ development and rollout of security control standards covering group companies and outsourced service providers; (5) Strengthening of governance and internal management, ① establishment of a recurrence prevention management team, ② strengthening of the operation of the Risk Management Committee, ③ strengthening of the effectiveness of the Audit and Supervisory Committee, including the appointment of outside Audit and Supervisory Committee members with professional expertise such as certified public accountants, ④ appointment of executive officers or directors with expertise in governance, internal controls, financial management and related areas
Directors' and officers' liabilityRepresentative Director Tomita Kazunari (冨田 和成) and Director in charge of administration Higuchi Takuro (樋口 拓郎) will voluntarily forgo 30% of their monthly remuneration for 3 months. During the period of this voluntary reduction, no bonuses or other performance-linked remuneration will be paid to either individual. For the time being, the representative director will directly oversee the accounting and finance functions.
OutlookThe measures to prevent recurrence will be rolled out across the group. The company will immediately begin recruiting an executive officer or director with expertise in governance, internal controls, financial management and related areas, and will transition to a new management structure at an appropriate time.
Items this document does not state (14)
Date of occurrenceDate recognized / date notice receivedType of litigation or proceedingCourt or authorityPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateVoting rights ownership percentage before the changeVoting rights ownership percentage after the changePlanned follow-up disclosure

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 direct trigger was a fraudulent payment instruction from a malicious external third party. The investigation also identified inadequate internal controls over payment approvals and disbursement procedures, insufficient resources in the accounting department, insufficient recognition of the results of internal audits, and weaknesses in the cybersecurity framework as contributing causes.

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Notice Regarding the Results of the Special Investigation into the Fund Outflow Incident and Measures to Prevent Recurrence | ZUU Co.,Ltd. (4387) timely disclosure | Komori