This transaction
Establishment of a subsidiary and this absorption-type company splitThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
Governance, risk, compliance and security consulting services Governance, risk, compliance and security training services Other systems engineering services Worker dispatch services and fee-charging employment placement services
The impact on the Company's consolidated results for the fiscal year ending November 2026 is immaterial.
| Item | Details |
|---|---|
| Transaction name | Establishment of a subsidiary and this absorption-type company split |
| Name of the Subject Company | 株式会社GRCSテクノロジーズ |
| Business Description of the Subject Company | Governance, risk, compliance and security consulting services Governance, risk, compliance and security training services Other systems engineering services Worker dispatch services and fee-charging employment placement services |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥30 million |
| Date of Establishment of the Subject Company | 15 April 2026 (scheduled) |
| Net Assets of the Subject Company | ¥30 million (total assets and net assets are equal to the capital; fiscal year-end: 30 November) |
| Voting rights ownership percentage | After 100% (予定) (before not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results for the fiscal year ending November 2026 is immaterial. |
| Date of board resolution | 1 April 2026 |
| Contract Date | 21 May 2026 (予定) |
| Execution Date / Effective Date | 1 July 2026 (予定) (effective date of this absorption-type company split and business commencement date). Establishment of the new company is scheduled for 15 April 2026. |
| Conditions Precedent to Execution | Shareholder approval of the absorption-type company split agreement is not scheduled to be sought. The Company, as the demerged company, is considered to qualify for a simplified absorption-type company split, while the new company, as the successor company, is considered to qualify for an abbreviated absorption-type company split. |
| Management structure after acquisition | Change in corporate name: Not disclosed. The representative will be Representative Director and President Sasaki Shigekazu (佐々木 慈和), currently Representative Director and President of 株式会社GRCS. Officers and employees of the Company are scheduled to concurrently hold positions at, or transfer to, the new company. |
Items this document does not state (18)
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 part of efforts under the plan to achieve compliance with the listing maintenance criteria, including the net assets criterion, the Group aims to achieve sustained earnings improvement. The Company plans to bring together specialists in consulting, monitoring, training, operations and auditing from across the organization to enhance expertise, responsiveness and recruitment competitiveness in the GRC security field, thereby increasing the market value of its services and achieving sustainable growth for the Group as a whole.