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M&A and Subsidiary Changes6176Brangista Inc.Information and Communications, Services and Others

Notice Regarding the Partial Transfer of Shares in a Consolidated Subsidiary and Recognition of Extraordinary Gain in Non-consolidated Financial Statements

The Company will transfer 60 shares in its consolidated subsidiary, ブランジスタソリューション, to H.H. GALAXY Co., LTD. for ¥480 million, reducing its ownership stake from 100% to 70%. ブランジスタソリューション will remain a consolidated subsidiary after the transfer, and the Company plans to recognize a ¥463 million gain on the sale of shares in an affiliate in its separate financial statements.

Worth reading
61In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
480000
¥ thousand
Wording
Conditional
How definitive the wording is.

This transaction

Partial share transfer
CounterpartyH.H. GALAXY Co., LTD.
Disclosing companyBrangista Inc.
株式会社ブランジスタソリューションVoting rights ownership percentageNumber of shares acquired 60 shares (number of voting rights not stated)

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

Support for e-commerce and mail-order companies, web consulting, social media support services, original product development, and e-commerce site sales

Location Shibuya, TokyoShare capital ¥5 million (as of 30 September 2025)Date of incorporation 11 June 2018
Net Sales¥1,008.280 million (fiscal year ended September 2025)
Operating profit¥11.822 million (fiscal year ended September 2025)
Net income for the current fiscal year¥4.800 million (fiscal year ended September 2025)
Net assets¥219.692 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceTransfer price: ¥480 million
Amount of extraordinary income (loss)Gain on sale of shares in an affiliate: ¥463 million (scheduled to be recognized as an extraordinary gain in the separate financial statements for the fiscal year ending September 2027)
Impact on Business Performance

The Company plans to recognize a ¥463 million gain on the sale of shares in an affiliate as an extraordinary gain in its separate financial statements for the fiscal year ending September 2027. No impact on consolidated results is expected.

Procedures and assumptions
Management structure after acquisitionブランジスタソリューション will remain the Company's consolidated subsidiary after the share transfer. The trade name, representative, and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction namePartial share transfer
Counterparty nameH.H. GALAXY Co., LTD.
Name of the Subject Company株式会社ブランジスタソリューション
Business Description of the Subject CompanySupport for e-commerce and mail-order companies, web consulting, social media support services, original product development, and e-commerce site sales
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥5 million (as of 30 September 2025)
Date of Establishment of the Subject Company11 June 2018
Net Sales of the Subject Company¥1,008.280 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥11.822 million (fiscal year ended September 2025)
Net Income of the Subject Company¥4.800 million (fiscal year ended September 2025)
Net Assets of the Subject Company¥219.692 million (fiscal year ended September 2025)
Acquisition priceTransfer price: ¥480 million
Number of shares acquired60 shares (number of voting rights not stated)
Voting rights ownership percentageBefore 100% → after 70%
Amount of extraordinary income (loss)Gain on sale of shares in an affiliate: ¥463 million (scheduled to be recognized as an extraordinary gain in the separate financial statements for the fiscal year ending September 2027)
Impact on Business PerformanceThe Company plans to recognize a ¥463 million gain on the sale of shares in an affiliate as an extraordinary gain in its separate financial statements for the fiscal year ending September 2027. No impact on consolidated results is expected.
Date of board resolution27 August 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Management structure after acquisitionブランジスタソリューション will remain the Company's consolidated subsidiary after the share transfer. The trade name, representative, and treatment of employees: not disclosed
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountContract DateValuation 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.

To further strengthen the partnership with H.H. GALAXY Co., LTD., support its customer companies' expansion into Japan's e-commerce market, and provide sales support to both companies' customers by leveraging the Southeast Asian sales network.

How to read this page

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Notice Regarding the Partial Transfer of Shares in a Consolidated Subsidiary and Recognition of Extraordinary Gain in Non-consolidated Financial Statements | Brangista Inc. (6176) timely disclosure | Komori