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:
November 27, 2025
Company name: Carlit Co., Ltd.
（https://www.carlithd.co.jp/）
Representative: Hirofumi Kaneko, Representative Director and President (Securities code: 4275; Prime Market of the Tokyo Stock Exchange)
Inquiries: Hajime Yamamoto, General Manager of Public Relations ＆ IR Group Corporate Planning Dept.
(TEL: +81-3-6893-7060)
Notice Regarding Commencement of Preparations
for Absorption-Type Merger Between Consolidated Subsidiaries
The Board of Directors of the Company, at its meeting held today, resolved that its two consolidated subsidiaries, General Design Co., Ltd. (President: Shin Amanai; Capital: 10 million yen; hereinafter "General Design") and SD Network Co., Ltd. (President: Shin Amanai; Capital: 10 million yen; hereinafter "SD Network"), will begin discussions and preparations for an absorption-type merger, effective April 1, 2026, with General Design as the surviving company. Details are as follows.
Purpose of the Merger
The objectives of the merger are as follows. By unifying the management structure, the Company aims to expand earnings and enhance management efficiency.
Centralization and streamlining of organizational and administrative divisions
Strengthening of governance systems
Utilization of human capital and promotion of human resource mobility
Pursuit of synergies through the integration of management resources
Method of the Merger
The merger is planned to take the form of an absorption-type merger, with General Design Co., Ltd. as the surviving company and SD Network Co., Ltd. as the absorbed (dissolving) company. Further details regarding the merger will be announced separately.
(Note) This merger is intended to be executed as a simplified merger under Article 796, Paragraph 2 of the Companies Act for General Design, and as a short-form merger under Article 784, Paragraph 1 of the Companies Act for SD Network.
Schedule for the Merger
Date of Merger Policy Decision November 27, 2025
Board of Directors Resolution Regarding the Merger February 2026 (scheduled) Date of Merger Agreement Execution February 2026 (scheduled)
Effective Date of Merger April 1, 2026 (scheduled)
Future outlook
The impact on the Company's consolidated results will be immaterial as the Merger is between
wholly-owned consolidated subsidiaries