Access Co., Ltd.TSE: 4813

Notice Concerning the Submission of Correction Reports on Annual Securities Reports, etc., Amendments of Financial Results for Prior Periods and Dividends for the Past Fiscal Year were in Excess of the Distributable Amount

· Issued by Access Co., Ltd.

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

To whom it may concern:



June 30, 2025

Company:

ACCESS CO., LTD.

Representative:

Kiyoyasu Oishi

Representative Director, President & CEO

(Securities Code: 4813 Prime Market, TSE)

Contact:

Mitsuhiro Okada

Executive Officer, CFO,

VP of Corporate Administration Unit

(Phone: +81-3-6853-9088)

Notice Concerning the Submission of Correction Reports on Annual Securities Reports, etc., Amendments of Financial Results for Prior Periods and Dividends for the Past Fiscal Year were in Excess of the Distributable Amount

ACCESS CO., LTD. hereby announces that the Company has submitted correction reports on the annual securities reports, the quarterly reports, and the semi-annual report for prior periods to the Kanto Local Finance Bureau on June 30, 2025 and the Company has also corrected past financial results as follows. Also, because of these corrections, it has become that the past dividend exceeded the distributable amount.

The Company deeply apologizes to its shareholders and investors, as well as to its business partners and other related parties, for any inconvenience and concern caused.

  1. Background and Reasons for the Corrections

    As stated in the "Notice Concerning the Establishment of a Special Investigation Committee, Postponement of the Announcement of the Third Quarter Financial Results for the Fiscal Year Ending January 2025, and Revision of the Consolidated Forecast for the Fiscal Year Ending January 2025" dated November 29, 2024, in the investigation for the causes of the lengthening for the past due payments regarding some accounts receivable, which had increased mainly from new customers in the Network business segment, suspicions arose regarding improper sales recognition for some transactions at the U.S. subsidiary (hereinafter referred to as the "Doubt"). In response to this, ACCESS CO., LTD. established a special investigation committee composed primarily of external experts with no vested interest in the Company to conduct a comprehensive and in-depth investigation, and the Company has been cooperating with the investigation by the special investigation committee to clarify the facts and complete the accounting procedures as soon as possible.

    Subsequently, during the investigation, similar cases to the Doubt and another doubt regarding the appropriateness of accounting treatment for software assets (hereinafter collectively referred to as the "additional investigation items") were discovered. As a result, the Company commissioned the Special Investigation Committee to conduct an investigation that included the additional investigation items and the special investigation was continued.

    As stated in the "Notice Concerning Receipt of the Investigation Report of the Special Investigation Committee," dated today, in light of the results of the investigation by the Special Investigation Committee, the Company has determined that regarding the matters that have come to light in the course of this investigation, it is necessary to make retrospective corrections to the relevant accounting procedures of prior periods. Accordingly, it has corrected the consolidated financial statements, etc., contained in the annual securities reports, etc., that have already been submitted in the past, and submitted correction reports on the annual securities reports, quarterly

    reports, and the semi-annual report of prior periods to the Kanto Local Finance Bureau. In making these corrections, the Company has also made corrections to the previously unrevised matters that were immaterial in prior periods.

  2. Documents Subject to the Submission of Correction Reports
    1. Annual securities reports

      37th Fiscal Year (From February 1, 2020 to January 31, 2021)

      38th Fiscal Year (From February 1, 2021 to January 31, 2022)

      39th Fiscal Year (From February 1, 2022 to January 31, 2023)

      40th Fiscal Year (From February 1, 2023 to January 31, 2024)

    2. Quarterly reports

      Second quarter of the 39th Fiscal Year (From May 1, 2022 to July 31, 2022)

      Third quarter of the 39th Fiscal Year (From August 1, 2022 to October 31, 2022) First quarter of the 40th Fiscal Year (From February 1, 2023 to April 30, 2023) Second quarter of the 40th Fiscal Year (From May 1, 2023 to July 31, 2023)

      Third quarter of the 40th Fiscal Year (From August 1, 2023 to October 31, 2023) First quarter of the 41st Fiscal Year (From February 1, 2024 to April 30, 2024)

    3. Semi-annual report

      First six months of the 41st Fiscal Year (From February 1, 2024 to July 31, 2024)

    4. Financial Results

      Consolidated Financial Results for the Fiscal Year Ended January 31, 2021 Consolidated Financial Results for the Fiscal Year Ended January 31, 2022 Consolidated Financial Results for the Fiscal Year Ended January 31, 2023 Consolidated Financial Results for the Fiscal Year Ended January 31, 2024

    5. Quarterly Financial Results

      Consolidated Financial Results for the Six Months Ended July 31, 2022

      Consolidated Financial Results for the Nine Months Ended October 31, 2022 Consolidated Financial Results for the Three Months Ended April 30, 2023 Consolidated Financial Results for the Six Months Ended July 31,2023

      Consolidated Financial Results for the Nine Months Ended October 31,2023 Consolidated Financial Results for the Three Months Ended April 30, 2024 Consolidated Financial Results for the Six Months Ended July 31, 2024

      Please note that the above-mentioned financial results and quarterly financial results have been corrected in the same way as the securities report, quarterly report, and semi-annual report, but corrections have not been disclosed individually. Please refer to the table below for the details of the corrections.

  3. Impact of the Corrections on the Consolidated Financial Results of Prior Periods

    The impact of these corrections on the consolidated financial results of previous fiscal years is as follows. [Consolidated Financial Statements]

    (Units: JPY millions, %)

    Fiscal Term

    科目

    Before Correction

    (A)

    After Correction

    (B)

    Impact (B - A)

    Rate of Change

    (%)

    Fiscal Year Ending January 31st, 2021 Annual

    Net Sales

    7,516

    7,818

    301

    4.0%

    Operating Profit/Loss

    (2,641)

    (2,120)

    521

    -

    Ordinary Profit/loss

    (2,337)

    (2,123)

    214

    -

    Profit/Loss attributable

    to owners of parent

    (2,537)

    (2,294)

    242

    -

    Total assets

    29,262

    26,116

    (3,145)

    (10.7%)

    Total net assets

    27,321

    23,231

    (4,090)

    (15.0%)

    Fiscal Year Ending January 31st, 2022 Annual

    Net Sales

    9,853

    9,766

    (87)

    (0.9%)

    Operating Profit/Loss

    (3,219)

    (3,207)

    12

    -

    Ordinary Profit/loss

    (2,646)

    (2,919)

    (273)

    -

    Profit/Loss attributable

    to owners of parent

    (3,049)

    (3,243)

    (194)

    -

    Total assets

    27,962

    24,268

    (3,693)

    (13.2%)

    Total net assets

    25,393

    20,662

    (4,731)

    (18.6%)

    Q2 of

    Fiscal Year Ending January 31st, 2023 Accumulated

    Net Sales

    5,139

    5,137

    (1)

    (0.0%)

    Operating Profit/Loss

    (2,016)

    (2,012)

    3

    -

    Ordinary Profit/loss

    (1,692)

    (1,439)

    252

    -

    Profit/Loss attributable

    to owners of parent

    (1,743)

    (1,532)

    211

    -

    Total assets

    26,753

    22,679

    (4,074)

    (15.2%)

    Total net assets

    24,368

    18,969

    (5,399)

    (22.2%)

    Q3 of

    Fiscal Year Ending January 31st, 2023 Accumulated

    Net Sales

    9,545

    8,534

    (1,010)

    (10.6%)

    Operating Profit/Loss

    (1,690)

    (2,581)

    (891)

    -

    Ordinary Profit/loss

    (1,271)

    (1,908)

    (636)

    -

    Profit/Loss attributable

    to owners of parent

    (1,346)

    (2,028)

    (682)

    -

    Total assets

    27,476

    22,248

    (5,227)

    (19.0%)

    Total net assets

    24,685

    18,111

    (6,573)

    (26.6%)

    Fiscal Year Ending

    Net Sales

    13,060

    13,006

    (53)

    (0.4%)

    January 31st, 2023 Annual

    Operating Profit/Loss

    (1,707)

    (1,509)

    197

    -

    Ordinary Profit/loss

    (1,337)

    (904)

    432

    -

    Profit/Loss attributable

    to owners of parent

    (2,684)

    (2,463)

    220

    -

    Total assets

    25,240

    21,306

    (3,934)

    (15.6%)

    Total net assets

    22,062

    16,898

    (5,163)

    (23.4%)

    Q1 of

    Fiscal Year Ending January 31st, 2024 Accumulated

    Net Sales

    3,916

    3,562

    (354)

    (9.1%)

    Operating Profit/Loss

    356

    (189)

    (545)

    -

    Ordinary Profit/loss

    376

    (180)

    (556)

    -

    Profit/Loss attributable

    to owners of parent

    360

    (197)

    (558)

    -

    Total assets

    25,868

    21,159

    (4,708)

    (18.2%)

    Total net assets

    22,483

    16,723

    (5,760)

    (25.6%)

    Q2 of

    Fiscal Year Ending January 31st, 2024 Accumulated

    Net Sales

    6,738

    6,926

    187

    2.8%

    Operating Profit/Loss

    (1,125)

    (1,243)

    (117)

    -

    Ordinary Profit/loss

    (1,033)

    (1,191)

    (158)

    -

    Profit/Loss attributable

    to owners of parent

    (1,087)

    (1,250)

    (162)

    -

    Total assets

    25,504

    20,890

    (4,614)

    (18.1%)

    Total net assets

    22,001

    16,164

    (5,836)

    (26.5%)

    Q3 of

    Fiscal Year Ending January 31st, 2024 Accumulated

    Net Sales

    10,771

    10,725

    (46)

    (0.4%)

    Operating Profit/Loss

    (1,568)

    (2,186)

    (617)

    -

    Ordinary Profit/loss

    (1,407)

    (2,079)

    (671)

    -

    Profit/Loss attributable

    to owners of parent

    (1,493)

    (2,172)

    (678)

    -

    Total assets

    25,826

    20,343

    (5,482)

    (21.2%)

    Total net assets

    21,887

    15,363

    (6,523)

    (29.8%)

    Fiscal Year Ending January 31st, 2024 Annual

    Net Sales

    16,573

    15,117

    (1,455)

    (8.8%)

    Operating Profit/Loss

    (105)

    (1,977)

    (1,872)

    -

    Ordinary Profit/loss

    (12)

    (1,924)

    (1,912)

    -

    Profit/Loss attributable

    to owners of parent

    (280)

    (2,231)

    (1,951)

    -

    Total assets

    27,281

    20,319

    (6,961)

    (25.5%)

    Total net assets

    22,615

    15,121

    (7,493)

    (33.1%)

    Q1 of

    Fiscal Year Ending January 31st, 2025 Accumulated

    Net Sales

    3,458

    3,872

    414

    12.0%

    Operating Profit/Loss

    (888)

    (405)

    483

    -

    Ordinary Profit/loss

    (746)

    (276)

    469

    -

    Profit/Loss attributable

    to owners of parent

    (787)

    (320)

    466

    -

    Total assets

    27,247

    20,706

    (6,540)

    (24.0%)

    Total net assets

    22,441

    14,903

    (7,537)

    (33.6%)

    Q2 of

    Fiscal Year Ending January 31st, 2025 Accumulated

    Net Sales

    8,059

    8,366

    307

    3.8%

    Operating Profit/Loss

    (982)

    (653)

    328

    -

    Ordinary Profit/loss

    (652)

    (352)

    300

    -

    Profit/Loss attributable

    to owners of parent

    (789)

    (495)

    294

    -

    Total assets

    29,906

    22,619

    (7,286)

    (24.4%)

    Total net assets

    23,295

    15,070

    (8,224)

    (35.3%)

  4. Past Dividend Exceeded the Distributable Amount

Taking into account the impact of corrections it has been found that the total amount of dividends of 117 million yen resolved at the 35th Ordinary General Meeting of Shareholders held on April 17, 2019 and the total amount of dividends of 118 million yen resolved at the 36th Ordinary General Meeting of Shareholders held on April 22, 2020 exceeded the distributable amount calculated under the Companies Act and the

Company Accounting Regulations. Going forward, the Company will proceed with efforts including

verifying the facts regarding the dividends, considering the responsibility, and taking measures to prevent the recurrence of the incident that caused the excess.

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