Komori
M&A and Subsidiary Changes4421D.I.System Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares by Our Consolidated Subsidiary (Making the Company a Grandchild Subsidiary)

Asurieve Brains, a consolidated subsidiary, will acquire 500 shares of Quest Consulting Co., Ltd. for ¥38 million, making the company a wholly owned subsidiary of the Group and a sub-subsidiary of the Company. The share transfer and consolidation of the company are scheduled for 1 May 2026.

Worth reading
50Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
63
¥ million (approximate total of the acquisition price, advisory fees and other costs)
Wording
Conditional
How definitive the wording is.

This transaction

Share acquisition (making the target a grand-subsidiary)
CounterpartyMasuda Takayuki (増田 崇行), クエストマネジメント有限会社
Disclosing companyD.I.System Co.,Ltd.
株式会社クエストコンサルティングVoting rights ownership percentageNumber of shares acquired 500 shares (number of voting rights: 500)

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

Organisational and human resources consulting (training, talent assessment, consulting, training instructor development and other services)

Location Minato-ku, TokyoShare capital ¥5 millionDate of incorporation 1 May 2006
Net Sales¥28.792 million (fiscal year ended April 2025)
Operating profit¥565 thousand (fiscal year ended April 2025)
Net income for the current fiscal year¥418 thousand (fiscal year ended April 2025)
Net assets¥10.767 million (fiscal year ended April 2025)
Consideration and expenses
Acquisition price¥38 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated amount): ¥25 million
Impact on Business Performance

The impact on the Company's consolidated results for the fiscal year ending September 2026 is expected to be immaterial. The deemed acquisition date will be 1 May 2026, and the company is scheduled to be included in the consolidated results from the third quarter of the fiscal year ending September 2026.

Procedures and assumptions
Management structure after acquisition株式会社クエストコンサルティング is scheduled to become a consolidated subsidiary of the Company on 1 May 2026. The corporate name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameShare acquisition (making the target a grand-subsidiary)
Counterparty nameMasuda Takayuki (増田 崇行), クエストマネジメント有限会社
Name of the Subject Company株式会社クエストコンサルティング
Business Description of the Subject CompanyOrganisational and human resources consulting (training, talent assessment, consulting, training instructor development and other services)
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥5 million
Date of Establishment of the Subject Company1 May 2006
Net Sales of the Subject Company¥28.792 million (fiscal year ended April 2025)
Operating Profit of the Subject Company¥565 thousand (fiscal year ended April 2025)
Net Income of the Subject Company¥418 thousand (fiscal year ended April 2025)
Net Assets of the Subject Company¥10.767 million (fiscal year ended April 2025)
Acquisition price¥38 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated amount): ¥25 million
Number of shares acquired500 shares (number of voting rights: 500)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact on the Company's consolidated results for the fiscal year ending September 2026 is expected to be immaterial. The deemed acquisition date will be 1 May 2026, and the company is scheduled to be included in the consolidated results from the third quarter of the fiscal year ending September 2026.
Date of board resolution14 April 2026
Contract Date1 May 2026 (scheduled)
Execution Date / Effective Date1 May 2026 (scheduled)
Management structure after acquisition株式会社クエストコンサルティング is scheduled to become a consolidated subsidiary of the Company on 1 May 2026. The corporate name, representative and treatment of employees: not disclosed
Items this document does not state (12)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 Group's business has centered on IT education, and expanding training in non-IT education has been an issue. By incorporating Quest Consulting's expertise and customer base in talent assessment and organisational and human resources consulting, the Group aims to build a comprehensive talent development platform and expand its market coverage, market share and earnings base.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares by Our Consolidated Subsidiary (Making the Company a Grandchild Subsidiary) | D.I.System Co.,Ltd. (4421) timely disclosure | Komori