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M&A and Subsidiary Changes6059UCHIYAMA HOLDINGS Co.,Ltd.Information and Communications, Services and Others

Notice Regarding a Change in a Specified Subsidiary

The procedures for reducing the amount of the Company's stated capital have been completed. As a result, consolidated subsidiaries 株式会社さわやか倶楽部 and PT.Sawayaka Fujindo Indonesia have become specific subsidiaries. This is a change in statutory classification resulting from the capital reduction, not an acquisition or sale of shares.

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This transaction

Change in specified subsidiary
Disclosing companyUCHIYAMA HOLDINGS Co.,Ltd.
Sawayaka Club Co., Ltd., PT.Sawayaka Fujindo IndonesiaSubject of this transaction
Execution Date / Effective Date28 July 2026 (change in status of specific subsidiaries)
Target company

Nursing care, karaoke, food service and real estate businesses, Other

Location Kokurakita-ku, Kitakyushu, Fukuoka Prefecture, Jakarta, Republic of IndonesiaShare capital ¥100 million, IDR 2.5 billionDate of incorporation December 2004, July 2018
Net Sales¥29,510 million (fiscal year ending March 2026), IDR 8,588,297,856 (fiscal year ending December 2025)
Operating profit¥476 million (fiscal year ending March 2026), IDR 962,179,002 (fiscal year ending December 2025)
Net income for the current fiscal year¥307 million (fiscal year ending March 2026), IDR 792,855,482 (fiscal year ending December 2025)
Net assets¥7,062 million (fiscal year ending March 2026), -IDR 8,074,572,256 (fiscal year ending December 2025)
Impact on Business Performance

The impact of this matter on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionResolution to reduce the amount of stated capital at the 20th Annual General Meeting of Shareholders held on 25 June 2026 (procedures completed)
This transaction
ItemDetails
Transaction nameChange in specified subsidiary
Name of the Subject CompanySawayaka Club Co., Ltd., PT.Sawayaka Fujindo Indonesia
Business Description of the Subject CompanyNursing care, karaoke, food service and real estate businesses, Other
Location of the Subject CompanyKokurakita-ku, Kitakyushu, Fukuoka Prefecture, Jakarta, Republic of Indonesia
Capital Stock of the Subject Company¥100 million, IDR 2.5 billion
Date of Establishment of the Subject CompanyDecember 2004, July 2018
Net Sales of the Subject Company¥29,510 million (fiscal year ending March 2026), IDR 8,588,297,856 (fiscal year ending December 2025)
Operating Profit of the Subject Company¥476 million (fiscal year ending March 2026), IDR 962,179,002 (fiscal year ending December 2025)
Net Income of the Subject Company¥307 million (fiscal year ending March 2026), IDR 792,855,482 (fiscal year ending December 2025)
Net Assets of the Subject Company¥7,062 million (fiscal year ending March 2026), -IDR 8,074,572,256 (fiscal year ending December 2025)
Impact on Business PerformanceThe impact of this matter on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Execution Date / Effective Date28 July 2026 (change in status of specific subsidiaries)
Conditions Precedent to ExecutionResolution to reduce the amount of stated capital at the 20th Annual General Meeting of Shareholders held on 25 June 2026 (procedures completed)
Items this document does not state (19)
Counterparty nameAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeManagement 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.

As a result of the capital reduction taking effect, the amount of capital of the above subsidiaries became equivalent to 10% or more of the amount of the Company's stated capital.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding a Change in a Specified Subsidiary | UCHIYAMA HOLDINGS Co.,Ltd. (6059) timely disclosure | Komori