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M&A and Subsidiary Changes4415BROAD ENTERPRISE CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in 日本中央管理株式会社 (Making It a Wholly Owned Subsidiary)

BROAD ENTERPRISE CO.,LTD. has decided to acquire all issued shares of 日本中央管理株式会社, making it a wholly owned subsidiary. Before the acquisition, 日本中央管理株式会社's food and beverage business will be separated into a newly established company.

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This transaction

Share acquisition (making the company a wholly owned subsidiary)
CounterpartyKomatsu Wataru (小松 亘)
Disclosing companyBROAD ENTERPRISE CO.,LTD.
日本中央管理株式会社Voting rights ownership percentageNumber of shares acquired 1,000 shares (number of voting rights: 1,000)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Purchase and resale business, rental property management business, brokerage business, etc.

Location Chiyoda-ku, TokyoShare capital ¥100 millionDate of incorporation January 2013
Net Sales¥2,087 million (fiscal year ended October 2025)
Operating profit¥193 million (fiscal year ended October 2025)
Net income for the current fiscal year¥162 million (fiscal year ended October 2025)
Net assets¥829 million (fiscal year ended October 2025; 日本中央管理株式会社 before the company split)
Consideration and expenses
Acquisition priceNot disclosed due to confidentiality obligations with the seller.
Type of ConsiderationCash
Funding arrangementsThe Company plans to use borrowings from financial institutions.
Impact on Business Performance

The impact of this share acquisition on the Company's consolidated results is currently under review. However, the business being acquired has a stable earnings base, and the Company expects it to contribute to the Group's earnings growth over the medium to long term.

Procedures and assumptions
Valuation methodologyThe consideration was determined by comprehensively taking into account the target company's profitability, its future cash flow outlook, valuation levels in comparable transactions and other factors, based on the results of due diligence conducted by an independent third-party institution.
This transaction
ItemDetails
Transaction nameShare acquisition (making the company a wholly owned subsidiary)
Counterparty nameKomatsu Wataru (小松 亘)
Name of the Subject Company日本中央管理株式会社
Business Description of the Subject CompanyPurchase and resale business, rental property management business, brokerage business, etc.
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject CompanyJanuary 2013
Net Sales of the Subject Company¥2,087 million (fiscal year ended October 2025)
Operating Profit of the Subject Company¥193 million (fiscal year ended October 2025)
Net Income of the Subject Company¥162 million (fiscal year ended October 2025)
Net Assets of the Subject Company¥829 million (fiscal year ended October 2025; 日本中央管理株式会社 before the company split)
Acquisition priceNot disclosed due to confidentiality obligations with the seller.
Type of ConsiderationCash
Number of shares acquired1,000 shares (number of voting rights: 1,000)
Voting rights ownership percentageBefore 0% → after 100.0%
Funding arrangementsThe Company plans to use borrowings from financial institutions.
Impact on Business PerformanceThe impact of this share acquisition on the Company's consolidated results is currently under review. However, the business being acquired has a stable earnings base, and the Company expects it to contribute to the Group's earnings growth over the medium to long term.
Date of board resolution30 March 2026
Contract Date30 March 2026
Execution Date / Effective DateShare transfer completion date: mid-April 2026 (scheduled)
Valuation methodologyThe consideration was determined by comprehensively taking into account the target company's profitability, its future cash flow outlook, valuation levels in comparable transactions and other factors, based on the results of due diligence conducted by an independent third-party institution.
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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 acquisition is intended to incorporate 日本中央管理株式会社's business platform and specialized expertise in the purchase and resale of pre-owned condominiums, rental property management, brokerage of property purchases and sales, and the coordination and resolution of rights involving properties with special circumstances. Through collaboration with BRO-ROOM, the Company aims to enhance the value of vacant properties and properties acquired for resale, accelerate occupancy, and improve gross profit margins. Through these initiatives, the Company aims to strengthen the earnings base of the Group and enhance corporate value over the medium to long term.

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Notice Regarding the Acquisition of Shares in 日本中央管理株式会社 (Making It a Wholly Owned Subsidiary) | BROAD ENTERPRISE CO.,LTD. (4415) timely disclosure | Komori