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:
January 29, 2026
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 the Absorption-Type Merger Between Consolidated Subsidiaries
As disclosed in the press release dated November 27, 2025, titled "Notice Regarding Commencement of Preparations for Absorption-Type Merger Between Consolidated Subsidiaries," the Company hereby announces that, at a meeting of the Board of Directors held today, it resolved that General Design Co., Ltd. (Representative Director and President: Shin Amanai; capital stock: JPY 10 million; hereinafter "General Design") and SD Network Co., Ltd. (Representative Director and President: Shin Amanai; capital stock: JPY 10 million; hereinafter "SD Network"), both of which are consolidated subsidiaries of the Company, will conduct an absorption-type merger with General Design as the surviving company, effective April 1, 2026, as set forth below.
As this merger will be carried out between the Company's consolidated subsidiaries, certain
disclosure items have been omitted.
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 Integration of Management Resources
Summary of the Merger
Method of the Merger
The merger will be conducted as an absorption-type merger, with General Design as the surviving company and SD Network as the absorbed (dissolving) company.
Schedule
Board of Directors meeting approving the merger (the Company) January 29, 2026
Board of Directors meeting approving the merger (the parties) February 9, 2026 (scheduled) Execution date of the merger agreement (the parties) February 9, 2026 (scheduled) Effective date of merger April 1, 2026 (scheduled)
Note: The Company plans not to convene a shareholders' meeting to approve the merger agreement, as the merger will be conducted as a short-form merger pursuant to Article 796, Paragraph 2 of the Companies Act with respect to General Design, and as an abbreviated-form merger pursuant to Article 784, Paragraph 1 of the Companies Act with respect to SD Network.
Allocation Related to the Merger
As the parties to the merger are wholly owned subsidiaries of the Company, no merger ratio will be
determined.
In addition, as General Design is a wholly owned subsidiary of the Company and SD Network is a wholly owned subsidiary of General Design, no issuance of new shares, increase in capital stock, or delivery of cash or other consideration is expected in connection with the merger.
Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in Connection with the Merger
Not applicable.
Overview of the Parties to the Merger (as of March 31, 2025)
Item
Surviving company in the
absorption-type merger
Absorbed company in the
absorption-type merger
(1) Corporate name
General Design Co., Ltd.
SD Network Co., Ltd.
(2) Head office location
1-7-14 Nishi-shimbashi, Minato-
ku, Tokyo
1-3-26 Ota-cho, Suma-ku, Kobe-
shi, Hyogo
(3) Title and name of
representative
Representative Director and
President: Shin Amanai
Representative Director and
President: Shin Amanai
(4) Main business
Design and supervision of buildings and structures, and of water supply and sewerage and wastewater treatment facilities,
etc.
Architectural design and supervision, and consulting services, etc.
(5) Capital stock
JPY 10 million
JPY 10 million
(6) Date of establishment
November 1978
September 1990
(7) Number of issued
shares
20,000 shares
200 shares
(8) Fiscal year-end
March 31
March 31
(9) Major shareholders and ownership ratio (as of
January 29, 2025)
Carlit Co., Ltd. (100%)
General Design Co., Ltd. (100%)
Financial Results for the Fiscal Year Ended March 31, 2025 (Non-consolidated)
Net assets
JPY 981 million
JPY 272 million
Total assets
JPY 1,635 million
JPY 305 million
Net assets per share
JPY 49,091.48
JPY 1,361,625.54
Net sales
JPY 1,089 million
JPY 285 million
Operating profit
JPY 339 million
JPY 59 million
Ordinary profit
JPY 2 million
JPY 59 million
Net profit
JPY 283 million
JPY 40 million
Net profit per share
JPY 14,158.21
JPY 201,371.80
Future outlook
The impact on the Company's consolidated results will be immaterial as the Merger is between
wholly-owned consolidated subsidiaries
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