Komori
Occurring Fact9238VALUE CREATION CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Publication of the Special Investigation Committee’s Investigation Report (Public Version) and Future Actions

The Company published the Special Investigation Committee's investigation report and determined that most of its transactions with ジー・プラン株式会社 constituted fictitious circular transactions. The Company expects to revise prior-period revenue by a total of ¥1,632.766 million and is proceeding with corrections to its financial results and securities reports, as well as strengthening its internal controls.

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81Important
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Deterioration
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1632766
¥ thousand
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Conditional
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Publication of the Public Version of the Special Investigation Committee's Investigation Report and Future Actions

Subject Entity

VALUE CREATION CO.,LTD.

Target Locations / Products

The transactions in question with ジー・プラン株式会社, including advertising agency transactions involving the Company's downstream counterparties A, C and G, among others

OccurrenceFrom around August 2018 through November 2025 (the transaction period related to the fictitious circular transactions)
2757 days later
Awareness or receipt of notice17 February 2026 (the date on which the Company determined that an investigation into the疑義 was necessary)
This disclosure05/08/2026
Cause

The lack of means to independently verify the existence of transactions, the difficulty of confirming their existence, the failure to verify the order-taking capacity of downstream counterparties, and the concentration and personalization of duties in specific individuals

Company response

Suspended operations

The GP transactions in question with ジー・プラン株式会社 have been completely terminated.

Investigation structure

An independent Special Investigation Committee of external experts, established on 17 February 2026 and composed of attorney Ooshita Yoshihito (大下良仁), attorney and certified fraud examiner Watanabe Osamu (渡辺治), and certified public accountant and tax accountant Goto Yukio (後藤幸男). The investigation was conducted through 7 May 2026.

Measures to prevent recurrence

Basic principles, stricter requirements for disclosing deliverables, institutionalization of reviews of downstream counterparties' order-taking capacity, organizational sharing of transaction information and checking functions, and strengthening of the internal audit function

Directors' and officers' liability

President and Representative Director Shintani Akito (新谷晃人) will have his monthly remuneration reduced by 65% for 12 months. Director Osakaya Yusuke (大坂谷優介) will have his monthly remuneration reduced by 56% for 12 months.

Amount of Impact on Business Performance

The Company expects to revise revenue of ¥1,632.766 million. Following the revision, this amount is scheduled to be removed from revenue and recorded as non-operating income. The impact on net income for each accounting period is expected to be minor.

Accounting period in which recognized

From the fiscal year ended February 2019 through the fiscal year ending February 2026

Impact on Earnings Forecast

The impact on net income for each accounting period is expected to be minor. The Company plans to disclose its financial results for the fiscal year ending February 2026 promptly after completing the necessary procedures.

Related procedures

Type

Investigation by the Special Investigation Committee

Outlook

The Company will consult with its accounting auditor and conduct the necessary review procedures, and will proceed with filing amended reports, making disclosures through corrections to its earnings reports and other documents, strengthening its internal control and corporate governance systems, and formulating measures to prevent recurrence. The Company plans to promptly disclose its delayed financial results for the fiscal year ending February 2026.

Planned follow-up disclosure

The Company plans to file amended reports and make disclosures through corrections to its earnings reports and other documents. It plans to disclose its financial results for the fiscal year ending February 2026 promptly after completing the necessary procedures.

Event that occurred
ItemDetails
Event namePublication of the Public Version of the Special Investigation Committee's Investigation Report and Future Actions
Date of occurrenceFrom around August 2018 through November 2025 (the transaction period related to the fictitious circular transactions)
Date recognized / date notice received17 February 2026 (the date on which the Company determined that an investigation into the疑義 was necessary)
Subject EntityVALUE CREATION CO.,LTD.
Target Locations / ProductsThe transactions in question with ジー・プラン株式会社, including advertising agency transactions involving the Company's downstream counterparties A, C and G, among others
CauseThe lack of means to independently verify the existence of transactions, the difficulty of confirming their existence, the failure to verify the order-taking capacity of downstream counterparties, and the concentration and personalization of duties in specific individuals
Amount of Impact on Business PerformanceThe Company expects to revise revenue of ¥1,632.766 million. Following the revision, this amount is scheduled to be removed from revenue and recorded as non-operating income. The impact on net income for each accounting period is expected to be minor.
Accounting period in which recognizedFrom the fiscal year ended February 2019 through the fiscal year ending February 2026
Impact on Earnings ForecastThe impact on net income for each accounting period is expected to be minor. The Company plans to disclose its financial results for the fiscal year ending February 2026 promptly after completing the necessary procedures.
Type of litigation or proceedingInvestigation by the Special Investigation Committee
Suspended operationsThe GP transactions in question with ジー・プラン株式会社 have been completely terminated.
Investigation structureAn independent Special Investigation Committee of external experts, established on 17 February 2026 and composed of attorney Ooshita Yoshihito (大下良仁), attorney and certified fraud examiner Watanabe Osamu (渡辺治), and certified public accountant and tax accountant Goto Yukio (後藤幸男). The investigation was conducted through 7 May 2026.
Measures to prevent recurrenceBasic principles, stricter requirements for disclosing deliverables, institutionalization of reviews of downstream counterparties' order-taking capacity, organizational sharing of transaction information and checking functions, and strengthening of the internal audit function
Directors' and officers' liabilityPresident and Representative Director Shintani Akito (新谷晃人) will have his monthly remuneration reduced by 65% for 12 months. Director Osakaya Yusuke (大坂谷優介) will have his monthly remuneration reduced by 56% for 12 months.
OutlookThe Company will consult with its accounting auditor and conduct the necessary review procedures, and will proceed with filing amended reports, making disclosures through corrections to its earnings reports and other documents, strengthening its internal control and corporate governance systems, and formulating measures to prevent recurrence. The Company plans to promptly disclose its delayed financial results for the fiscal year ending February 2026.
Planned follow-up disclosureThe Company plans to file amended reports and make disclosures through corrections to its earnings reports and other documents. It plans to disclose its financial results for the fiscal year ending February 2026 promptly after completing the necessary procedures.
Items this document does not state (9)
Court or authorityPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionScheduled resumption dateVoting rights ownership percentage before the changeVoting rights ownership percentage after the change

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 report identified as causes the lack of means to independently verify the existence of transactions, the difficulty of confirming their existence, the failure to verify the order-taking capacity of downstream counterparties, and the concentration and personalization of duties in specific individuals. It also pointed out areas for improvement in the transaction management framework and internal controls.

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 Concerning the Publication of the Special Investigation Committee’s Investigation Report (Public Version) and Future Actions | VALUE CREATION CO.,LTD. (9238) timely disclosure | Komori