Financial Results for the First Half of the Fiscal Year Ending February 28, 2026(Japanese GAAP, Consolidated)（239KB）

Name of company: dip Corporation Stock exchange listing: Tokyo Stock Exchange

October 14, 2025

Stock code: 2379 Company website: https://www.dip-net.co.jp/en/ Representative: Hideki Tomita, Representative Director, President and CEO

Contact: Haruhiko Arai, Managing Corporate Officer, CFO, Head of Corporate Management Group Phone: +81-3-5114-1177

Scheduled filing date of semi-annual report:

October 14, 2025 Scheduled start date of dividend payment:

November 17, 2025

Supplementary documents to the financial results: Available

Financial results briefing: Scheduled (for institutional investors and analysts)

(All figures are rounded down to the nearest million yen)

1. Consolidated Earnings for the Six Months Ended August 31, 2025

   1. Consolidated operating results (Percentage figures indicate year-on-year change)

      	Sales		Operating Income		Ordinary Income		Net Income Attributable to Owners of Parent
      Six months ended	¥ million	%	¥ million	%	¥ million	%	¥ million	%
      August 31, 2025	28,850	1.5	5,441	(27.6)	5,397	(27.3)	3,715	(26.4)
      August 31, 2024	28,424	7.1	7,516	20.6	7,420	20.8	5,046	15.6

      (Note) Comprehensive income

      Six months ended August 31, 2025: ¥3,705 million (-24.3%) Six months ended August 31, 2024: ¥4,896 million (13.7%)

      	Basic Earnings per Share	Diluted Earnings per Share
      Six months ended	¥	¥
      August 31, 2025	71.01	71.00
      August 31, 2024	93.52	93.47

   2. Consolidated financial position

      	Total Assets	Net Assets	Equity Ratio
      	¥ million	¥ million	%
      As of August 31, 2025	49,717	37,422	74.5
      As of February 28, 2025	50,506	36,235	71.0

      (Reference) Shareholders' equity: As of August 31, 2025 ¥37,045 million As of February 28, 2025 ¥35,836 million

2. Dividends

   	Annual Dividends
   	End of Q1	End of Q2	End of Q3	Year-end	Total
   FY'25/2 FY'26/2	¥ - -	¥ 47.00 47.00	¥ -	¥ 48.00	¥ 95.00
   FY'26/2 (forecast)			-	48.00	95.00

   (Note) Revisions to the latest dividend forecast: None

3. Consolidated Earnings Forecast for FY'26/2 (the period from March 1, 2025 to February 28, 2026)

(Percentage figures indicate year-on-year change)

(Note) Revisions to the latest earnings forecast: None

• Notes

  1. Significant changes in the scope of consolidation during the first half: None Newly included: None

     Excluded: None

  2. Application of special accounting methods for preparing interim consolidated financial statements: None

  3. Changes in accounting policies, changes in accounting estimates, and restatements

     1. Changes in accounting policies resulting from revisions to accounting standards: None

     2. Changes in accounting policies other than those in 1 above: None

     3. Changes in accounting estimates: None

     4. Restatements: None

        FY'26/2 H1	60,140,000 shares	FY'25/2	60,140,000 shares
        FY'26/2 H1	7,800,370 shares	FY'25/2	7,823,092 shares
        FY'26/2 H1	52,316,139 shares	FY'25/2 H1	53,964,696 shares

  4. Number of outstanding shares (Common stock)

     1. Number of shares outstanding at end of period (including treasury shares)

     2. Number of treasury shares at end of period

     3. Average number of shares during the period

        Treasury shares include the number of Company shares owned by the ESOP trust account (2,010,670 shares at the end of FY'25/2; 1,943,235 shares at the end of FY'26/2 H1) and the number of Company shares owned by the BIP trust account (73,817 shares at the end of FY'25/2; 73,817 shares at the end of FY'26/2 H1).

• Second-quarter (first-half) financial results reports are not subject to review by certified public accountants or audit firms.

• Notes on the appropriate use of earnings forecasts and other special items

(Caution regarding forward-looking statements)

The forward-looking statements contained herein are based on information currently available to the Company and certain assumptions the Company deems reasonable. They do not guarantee future performance. Actual results may differ significantly from the forecasts due to various factors. For assumptions regarding earnings forecasts and important notes regarding the use of the forecasts, see the section "1. Qualitative Information (3) Earnings Forecast" on page 6.

(Supplementary materials for financial results)

Supplementary materials for the financial results will be posted on the Company's website on Tuesday, October 14, 2025.

○Table of Contents

1. Qualitative Information 4

   1. Operating Results 4

   2. Financial Position 5

   3. Earnings Forecast 6

2. Interim Consolidated Financial Statements and Notes 7

   1. Consolidated Balance Sheet 7

   2. Consolidated Statements of Income and Comprehensive Income 8

      Consolidated Statement of Income 8

      Consolidated Statement of Comprehensive Income 9

   3. Consolidated Statement of Cash Flows 10

   4. Notes to Consolidated Financial Statements 11

(Notes to Going Concern Assumption) 11

(Additional Information) 11

(Notes to Material Changes in Shareholders' Equity) 16

(Segment Information, etc.) 16

(Significant Subsequent Events) 17

1. Qualitative Information

1. Operating Results

   Since its establishment in 1997, dip Corporation (the "Company") has assisted its client companies with the recruiting and deployment of human resources by providing online job information sites, as well as creating an environment where each job seeker can work with enthusiasm and energy, based on its corporate philosophy of 'Here at dip, we want to tap into dreams, ideas and passion to create a better society'.

   Since FY'20/2, under the corporate vision of becoming a 'Labor force solution company', the Company has been striving to solve diverse labor-related issues and realize a society in which everyone can experience the joy and happiness of work through the offering of personnel recruiting services and DX (digital transformation) services.

   Thanks to the steady growth of the personnel recruiting services and DX businesses, sales for the six months ended August 31, 2025, came to 28,850 million yen (up 1.5% year on year).

   In addition to initial investments in Spot Baitoru, the Company made investments to strengthen its sales capabilities, including the expansion of the head office in conjunction with the transition to a solutions organization and the recruitment of new graduate employees who graduated in 2025.

   As a result, operating income for the six months ended August 31, 2025, came to 5,441 million yen (down 27.6% year on year), while ordinary income and net income attributable to owners of parent stood at 5,397 million yen (down 27.3% year on year) and 3,715 million yen (down 26.4% year on year), respectively.

   An overview of the results by segment is detailed below.

   1. Personnel Recruiting Services Business

      The personnel recruiting services business operates the following platforms: Baitoru, a job information site for part-time workers; Spot Baitoru, an information site for spot part-time jobs; Baitoru NEXT, a job information site for regular employees and contract employees; Hatarako.net, a comprehensive job information site; Baitoru PRO, a comprehensive job information site for specialized jobs; Nurse de Hatarako, a job agency service for medical professionals, and Nursing Care de Hatarako, a job agency service for nursing jobs. The Company aims to expand the user and customer bases for these services through the vigorous efforts of its sales force and its service development and promotional capabilities.

      During the six months ended August 31, 2025, sales of the personnel recruiting services business saw steady progress. As a result, segment sales and segment profit came to 25,440 million yen (up 1.4% year on year) and 8,480 million yen (down 18.3% year on year), respectively.

   2. DX Business

      Since September 2019, the DX business has been supporting the digital transformation (DX) of small and medium-sized enterprises (SMEs) through the offering of the KOBOT series. This SaaS DX product series is priced for SMEs, features simple functions, and is easy to introduce as it is designed for SMEs.

      During the six months ended August 31, 2025, the business saw an increase in sales of its products, including Interview Scheduling KOBOT, which automatically schedules interviews with job applicants, Temp Agency KOBOT, which supports dispatch companies' sales activities with automated sales list creation services, Corporate Recruiting Page KOBOT, which creates client recruiting pages featuring Baitoru's unique functions, such as workplace introduction videos, and MEO KOBOT, which supports client companies' sales promotion activities by improving the order in which they are displayed in map searches. As a result, segment sales and segment profit ended at 3,410 million yen (up 2.1% year on year) and 1,972 million yen (up 26.7% year on year), respectively.

2. Financial Position

   1. Analysis of Financial Position

      Total assets recorded at the end of the first half of FY'26/2 were 49,717 million yen, a decrease of 789 million yen from the end of the previous fiscal year. The main factors were a decrease of 503 million yen in cash and deposits, a decrease of 512 million yen in notes and accounts receivable - trade, an increase of 596 million yen in intangible assets, and a decrease of 307 million yen in investments and other assets.

      Total liabilities stood at 12,294 million yen, a decrease of 1,976 million yen from the end of the previous fiscal year. This mainly reflected a decrease of 1,503 million yen in income taxes payable and a decrease of 334 million yen in other non-current liabilities. Net assets were 37,422 million yen, an increase of 1,186 million yen from the end of the previous fiscal year. The main factor was an increase of 1,103 million yen in retained earnings.

   2. Status of Cash Flows

      Cash and cash equivalents ("cash") amounted to 13,652 million yen during the six months ended August 31, 2025. The breakdown of cash flows is as follows:

      (Cash flows from operating activities)

      Net cash provided by operating activities was 4,808 million yen (a decrease of 4,864 million yen year on year). This was mainly due to net income before income taxes of 5,381 million yen, and depreciation of 2,104 million yen, offsetting income taxes paid totaling 3,108 million yen.

      (Cash flows from investing activities)

      Net cash used in investing activities totaled 3,773 million yen (an increase of 1,295 million yen year on year). This was mainly due to payments into time deposits of 4,000 million yen and the purchase of intangible assets totaling 2,302 million yen,

      offsetting proceeds from the withdrawal of time deposits of 3,000 million yen.

      (Cash flows from financing activities)

      Net cash used in financing activities stood at 2,531 million yen (a decrease of 7,150 million yen year on year). This was mainly due to dividends paid totaling 2,608 million yen.

3. Earnings Forecast

   Our consolidated earnings forecast for FY'26/2 is based on the assumption that the part-time job advertising market will continue to recover gradually, as it did last year. We are forecasting sales to show further growth from last year due to Spot Baitoru, dip AI, and the transition to a solutions sales organization. For operating income, we anticipate a decline from last year due to initial

   investments in Spot Baitoru.

   As both sales and profits developed according to the plan set at the beginning of the period during the six months ended August 31, 2025, we have not made any changes to the forecast announced in the financial results report on April 14, 2025.

   The details are as follows.

   Consolidated earnings forecast for FY'26/2 (the period from March 2025 to February 2026)

   	FY'25/2 (Actual)	FY'26/2 (Forecast)	Change (in amount)	Change (in percentage)
   	¥ million	¥ million	¥ million	%
   Sales	56,386	60,000	3,614	6.4
   Operating Income	13,405	12,000	(1,405)	(10.5)
   Ordinary Income	13,257	11,900	(1,357)	(10.2)
   Net Income Attributable to Owners of Parent	8,951	8,000	(951)	(10.6)

   2. Interim Consolidated Financial Statements and Notes (1) Consolidated Balance Sheet
   		(Thousands of yen)
   	FY'25/2 As of February 28, 2025	FY'26/2 H1 As of August 31, 2025
   Assets
   Current assets
   Cash and deposits	18,156,176	17,652,223
   Notes and accounts receivable - trade	5,562,822	5,050,045
   Supplies	12,003	11,900
   Other	2,670,010	2,560,118
   Allowance for doubtful accounts	(136,874)	(175,391)
   Total current assets	26,264,138	25,098,895
   Non-current assets
   Property, plant and equipment	2,667,477	2,754,896
   Intangible assets
   Software	10,528,317	9,954,057
   Other	667,519	1,837,954
   Total intangible assets	11,195,836	11,792,011
   Investments and other assets
   Investment securities	5,110,230	4,975,686
   Other	5,313,429	5,130,117
   Allowance for doubtful accounts	(44,499)	(34,548)
   Total investments and other assets	10,379,159	10,071,255
   Total non-current assets	24,242,474	24,618,163
   Total assets	50,506,612	49,717,059
   Liabilities
   Current liabilities
   Accounts payable - trade	427,602	364,935
   Income taxes payable	3,302,730	1,799,357
   Provision for bonuses	1,092,240	1,007,625
   Asset retirement obligations	155,793	58,530
   Other	6,068,280	5,919,425
   Total current liabilities	11,046,647	9,149,874
   Non-current liabilities
   Provision for share-based remuneration	651,152	820,269
   Provision for share-based remuneration for directors	163,136	182,145
   Asset retirement obligations	797,844	864,414
   Other	1,611,851	1,277,382
   Total non-current liabilities	3,223,985	3,144,212
   Total liabilities	14,270,633	12,294,087
   Net assets
   Shareholders' equity
   Share capital	1,085,000	1,085,000
   Capital surplus	7,479,351	7,485,397
   Retained earnings	41,067,774	42,171,288
   Treasury shares	(13,968,770)	(13,859,980)
   Total shareholders' equity	35,663,356	36,881,705
   Accumulated other comprehensive income
   Valuation difference on available-for-sale securities	173,305	164,281
   Total accumulated other comprehensive income	173,305	164,281
   Share acquisition rights	385,940	364,383
   Non-controlling interests	13,377	12,602
   Total net assets	36,235,979	37,422,971
   Total liabilities and net assets	50,506,612	49,717,059

   (2) Consolidated Statements of Income and Comprehensive Income

   Consolidated Statement of Income
   		(Thousands of yen)
   	Six months ended August 31, 2024	Six months ended August 31, 2025
   Sales	28,424,641	28,850,537
   Cost of sales	3,085,307	3,270,266
   Gross profit	25,339,334	25,580,271
   Selling, general and administrative expenses	17,822,551	20,139,113
   Operating income	7,516,783	5,441,157
   Non-operating income
   Interest income	3,077	21,629
   Other	12,785	14,069
   Total non-operating income	15,862	35,698
   Non-operating expenses
   Share of loss of entities accounted for using equity method	3,330	5,658
   Amortization of restricted stock remuneration	94,729	62,314
   Other	13,888	11,598
   Total non-operating expenses	111,948	79,571
   Ordinary income	7,420,696	5,397,284
   Extraordinary income
   Gain on reversal of share acquisition rights	22,596	20,166
   Gain on sale of investment securities	100,645	65,167
   Gain on receipt of donated non-current assets	72,915	-
   Total extraordinary income	196,156	85,334
   Extraordinary losses
   Loss on sale of investment securities	47,962	-
   Loss on valuation of investment securities	205,667	101,049
   Total extraordinary losses	253,630	101,049
   Profit before income taxes	7,363,222	5,381,569
   Income taxes - current	2,612,353	1,655,380
   Income taxes - deferred	(296,418)	11,930
   Total income taxes	2,315,934	1,667,310
   Net income	5,047,288	3,714,258
   Net (loss) income attributable to non-controlling interests	431	(775)
   Net income attributable to owners of parent	5,046,856	3,715,033

   Consolidated Statement of Comprehensive Income
   		(Thousands of yen)
   	Six months ended August 31, 2024	Six months ended August 31, 2025
   Net income	5,047,288	3,714,258
   Other comprehensive income
   Valuation difference on available-for-sale securities	(150,745)	(9,023)
   Total other comprehensive income	(150,745)	(9,023)
   Comprehensive income	4,896,542	3,705,234
   (Breakdown)
   Comprehensive income attributable to owners of parent	4,896,110	3,706,009
   Comprehensive income attributable to non-controlling interests	431	(775)

   (3) Consolidated Statement of Cash Flows
   		(Thousands of yen)
   	Three months ended May 31, 2024	Three months ended May 31, 2025
   Cash flows from operating activities
   Net income before income taxes	7,363,222	5,381,569
   Depreciation	1,699,143	2,104,297
   Share-based remuneration expenses	260,069	226,803
   Interest and dividend income	(3,077)	(21,629)
   Commission expenses	4,738	4,724
   Share of loss (profit) of entities accounted for using equity method	3,330	5,658
   Loss (gain) on sale of investment securities	(52,682)	(65,167)
   Loss (gain) on valuation of investment securities	205,667	101,049
   Gain on reversal of share acquisition rights	(22,596)	(20,166)
   Gain on receipt of donated non-current assets	(72,915)	-
   Decrease (increase) in trade receivables	418,947	522,727
   Increase (decrease) in trade payables	(15,312)	(62,667)
   Increase (decrease) in accounts payable - other	(957,353)	(520,610)
   Increase (decrease) in contract liabilities	38,860	(118,786)
   Increase (decrease) in allowance for doubtful accounts	(26,792)	28,566
   Increase (decrease) in provision for bonuses	38,332	(84,614)
   Increase (decrease) in provision for loss on contracts	(41,250)	-
   Decrease (increase) in other assets	1,264,985	279,254
   Increase (decrease) in other liabilities	531,014	(73,136)
   Other, net	310,719	272,307
   Subtotal	10,947,053	7,960,181
   Interest and dividends received	6,938	17,161
   Income taxes paid	(1,280,975)	(3,108,550)
   Net cash provided by (used in) operating activities	9,673,016	4,868,792
   Cash flows from investing activities
   Payments into time deposits	(3,000,000)	(4,000,000)
   Proceeds from withdrawal of time deposits	3,000,000	3,000,000
   Proceeds from collection of long-term loans receivable	75,000	75,000
   Purchase of property, plant and equipment	(240,136)	(295,016)
   Purchase of intangible assets	(2,293,509)	(2,302,941)
   Payments of leasehold and guarantee deposits	(2,750)	(360,304)
   Proceeds from refund of leasehold and guarantee deposits	11,072	81,995
   Payments associated with fulfillment of asset retirement obligations	(12,481)	(112,797)
   Purchase of investment securities	(191,722)	-
   Proceeds from sale of investment securities	175,708	80,000
   Purchase of shares of subsidiaries and associates	-	(0)
   Net cash provided by (used in) investing activities	(2,478,818)	(3,834,063)
   Cash flows from financing activities
   Purchase of treasury shares	(7,049,898)	(85)
   Proceeds from sale of treasury shares	69,710	83,089
   Proceeds from exercise of employee share options	43,534	3,394
   Dividends paid	(2,734,592)	(2,608,204)
   Repayments to non-controlling shareholders	(2,423)	(1,047)
   Other payments	(9,000)	(8,975)
   Net cash provided by (used in) financing activities	(9,682,670)	(2,531,827)
   Effect of exchange rate change on cash and cash equivalents	(40,194)	(6,854)
   Increase (decrease) in cash and cash equivalents	(2,528,666)	(1,503,953)
   Cash and cash equivalents at beginning of period	16,116,841	15,156,176
   Cash and cash equivalents at end of period	13,588,175	13,652,223

4. ‌Notes to Consolidated Financial Statements (Notes to Going Concern Assumption)

Not applicable

(Additional Information)

Stock Ownership Plan for Company Directors (Board Incentive Plan (BIP) Trust Scheme)

Pursuant to a resolution adopted at the board meeting on April 13, 2016, the Company introduced a Board Incentive Plan (BIP) trust scheme ("BIP Trust Scheme") for its directors (excluding outside directors and overseas residents. The same shall apply hereinafter.) in August 2016 to increase their motivation to contribute to improving corporate value in the medium-to-long term and to share a common sense of interest with the shareholders. At the board meeting held on the same day, a resolution was adopted to submit a proposal for introducing the BIP Trust Scheme to the 19th annual shareholders meeting held on May 28, 2016. The proposal was approved at the shareholders meeting. Following the introduction of the BIP Trust Scheme, new stock acquisition rights will no longer be granted to directors in the future for stock options.

The Board of Directors resolved at its meeting on June 22, 2021, to extend the BIP Trust Scheme until August 2026.

Furthermore, at the 26th annual shareholders meeting held on May 24, 2023, it was approved to extend the BIP Trust Scheme upon abolishing the previous compensation framework related to the BIP Trust Scheme for directors, in accordance with the transition to a company with an Audit & Supervisory Committee, and re-establishing a performance-linked stock-based compensation framework for directors (excluding directors who are Audit & Supervisory Committee members and outside directors; the "Eligible Directors").

1. Summary of the scheme

   A BIP trust is an incentive plan for directors based on performance shares and restricted stock schemes of the United States. Company shares acquired by the BIP Trust and cash equivalent to the value of the Company shares are distributed to the Eligible Directors according to the degree of achievement of performance targets.

   By contributing funds to acquire Company shares, the Company has established a trust (BIP trust account) with Eligible Directors who meet certain requirements as the beneficiaries. The trust acquires the number of Company shares expected to be provided to the Company's Eligible Directors in accordance with pre-established stock-based compensation regulations through third-party allotment from the Company. Pursuant to the stock-based compensation regulations, the trust distributes Company shares and the cash equivalent of the proceeds from the sale of such shares on the date of determination of beneficiary right due to retirement, etc. to Eligible Directors who meet certain beneficiary requirements. The number of Company shares delivered is determined by the degree to which performance targets are achieved each fiscal year.

2. Company shares remaining in trust

Company shares held in the BIP trust account are recorded as treasury shares under net assets at book value to the trust (excluding ancillary expenses). The book value and number of said treasury shares were 228,440 thousand yen and 73,817 shares in FY'25/2, and 228,440 thousand yen and 73,817 shares in FY'26/2 H1.

(Restricted Stock-Based Compensation Plan for Directors)

Pursuant to a resolution adopted at the board meeting on April 7, 2021, the Company introduced a directors compensation plan utilizing restricted stock (with performance-based conditions) ("Director RS Compensation Plan") to encourage the Company's directors (excluding outside directors) to further promote value sharing with shareholders and maximize social and economic values, thereby contributing toward the realization of the Company's corporate vision of becoming a 'Labor force solution company'. At the board meeting held on the same day, a resolution was adopted to submit a proposal for introducing the Director RS Compensation Plan to the 24th annual shareholders meeting held on May 26, 2021. The proposal was approved at the shareholders meeting.

Pursuant to a resolution adopted at the board meeting on April 14, 2023, the Company passed a resolution to submit the following proposal to the 26th annual shareholders meeting held on May 24, 2023: (i) To implement changes following the transition to a company with an Audit & Supervisory Committee and (ii) to extend the transfer restriction period by two years. The proposal was approved at the shareholders meeting.

Of the three directors who were granted restricted stock based on the proposal that was approved at the 24th Annual General Meeting of Shareholders, one retired due to the expiry of his term of office at the 26th Annual General Meeting of Shareholders. This director has continued to hold the restricted stock as a person equivalent to a director (corporate officer) until he was elected director and Audit & Supervisory Committee member at the 27th Annual General Meeting of Shareholders held on May 23, 2024, and as a director since his appointment as a director and Audit & Supervisory Committee member.

1. Summary of the plan

   The Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors; the "Eligible Directors") will pay all monetary claims granted by the Company as payment in kind in accordance with the resolution of the Company's Board of Directors and, in return, be subject to the issuance or disposition of common stock of Company shares.

   The amount to be paid per share of restricted stock will be determined by the Board of Directors based on the closing price of common stock of Company shares on the Tokyo Stock Exchange on the business day immediately preceding the date of resolution by the Board of Directors on the issuance or disposal of such restricted stock (if there is no closing price on such date, the amount will be based on the closing price on the most recent trading day) to the extent that such amount will not be an amount particularly favorable to the Eligible Directors who subscribe for such restricted stock.

   In addition, when issuing or disposing of the Company's common stock under the Director RS Compensation Plan, a restricted share allotment agreement (the "Allotment Agreement") will be executed between the Company and the Eligible Directors. The agreement shall include, among other matters, (i) a provision preventing the Eligible Directors from transferring, creating a security interest, or otherwise disposing of the Company's common stock that has been allotted to the Eligible Directors under the Allotment Agreement for a certain period, and (ii) a provision that, if certain events should arise, the Company will acquire such common stock for no consideration.

2. Provisions of Allotment Agreement

   The restricted share allotment agreement to be executed between the Company and the Eligible Directors pursuant to the Company's board resolution upon allotment of restricted stock shall include the following provisions.

3. Provisions of transfer restrictions

   The Eligible Directors may not transfer, create a pledge, create a transfer security interest, make an inter vivos gift, make a bequest, or otherwise dispose in any way (the "Transfer Restrictions") of the Restricted Shares allotted to the relevant directors (the "Allotted Shares") to a third party for a period of up to six years as determined by the Company's Board of Directors (the "Transfer Restriction Period"). The Transfer Restriction Period is scheduled from August 27, 2021, through April 15, 2027.

4. Acquisition of restricted stock without consideration

   In the event that an Eligible Director retires or resigns from any position as a director of the Company, a director of a subsidiary of the Company, or any other equivalent position before the expiry of the Transfer Restriction Period, the Company will automatically acquire the Allotted Shares without consideration, unless there is a reason that the Board of Directors of the Company deems justifiable. In addition, if there are any of the Allotted Shares for which Transfer Restrtions have not been lifted in accordance with the provisions of the reasons for the lifting of Transfer Restrictions in below upon the expiry of the Transfer Restriction Period in above, the Company will automatically acquire such Allotted Shares without consideration.

5. Conditions for releasing Transfer Restrictions based on performance conditions, etc.

   The Transfer Restrictions will be released at the expiry of the Transfer Restriction Period (or on the date the summary report on financial results for the year ending February 2027 is released, if such report is released prior to the expiry of the Transfer

   Restriction Period) for all or part of the Allotted Shares, subject to the enrollment conditions, which require Eligible Directors to remain in a position of director of the Company, a director of a subsidiary of the Company or equivalent throughout the Transfer Restriction Period, and based on the position conditions and the performance conditions. The Company will automatically acquire the Allotted Shares for which Transfer Restrictions are unreleased for no consideration.

   However, if an Eligible Director retires or resigns from the position of director of the Company, a director of a subsidiary of the Company or equivalent prior to the expiry of the Transfer Restriction Period for reasons deemed justifiable by the Board of Directors, the number of Allotted Shares for which Transfer Restrictions will be released and the timing of releasing the Transfer Restrictions shall be adjusted reasonably as needed.

6. Total number of shares held by Eligible Directors FY'25/2: 160,000 shares; FY'26/2 H1: 160,000 shares

Stock Ownership Plan for Company Employees (Employee Stock Ownership Plan (ESOP) Trust Scheme)

Pursuant to a resolution adopted at the board meeting on April 12, 2012, the Company introduced an Employee Stock Ownership Plan (ESOP) trust scheme ("ESOP Trust Scheme") for its employees in May 2012 to improve the Company's corporate value in the medium-to-long term. A resolution was adopted at a board meeting held on March 10, 2023, to extend the ESOP Trust Scheme, and a resolution was passed at a board meeting held on August 1, 2023, to dispose of treasury shares on August 22.

1. Summary of the scheme

   An ESOP trust is a trust-type incentive plan for employees based on the employee stock ownership plan (ESOP) of the United States. It has a purpose of enhancing the compensation system for employees by utilizing Company shares.

   By contributing funds to acquire Company shares, the Company establishes a trust (ESOP trust account) with employees who meet certain requirements as the beneficiaries. Over a predetermined acquisition period, the trust acquires from the stock market Company shares in the number expected to be distributed to Company employees in accordance with pre-established stock granting regulations. Pursuant to the stock granting regulations, the trust distributes Company shares and cash equivalent to the proceeds from the sale of such shares according to the rank and years of service of the employee during the trust period to employees at no cost on their retirement. As the Company contributes all funds for acquiring Company shares to be acquired by the trust, there will be no financial burden on the employees.

2. Company shares remaining in the trust

Company shares held in the ESOP trust account are recorded as treasury shares under net assets at book value to the trust (excluding ancillary expenses). The book value and number of said treasury shares were 2,462,554 thousand yen and 2,010,670 shares in FY'25/2, and 2,379,941 thousand yen and 1,943,235 shares in FY'26/2 H1.

(Restricted Stock-Based Compensation Plan for Employees)

Pursuant to a resolution adopted at the board meeting on May 27, 2020, the Company introduced an incentive plan for employees in August 2020 utilizing restricted stock ("Employee RS Compensation Plan") to enhance employee motivation and encourage each employee to further promote value sharing with shareholders and maximize the social and economic value of the Company, thereby contributing toward the realization of the Company's corporate vision of becoming a 'Labor force solution company'. In addition, at the board meeting held on June 22, 2021, the Company resolved to allot shares to employees who were hired between April 2, 2020, and May 31, 2021, and who were promoted between May 1, 2020, and May 31, 2021, and at the board of directors meeting held on July 13, 2022, to allot shares to employees who were hired or promoted between June 1, 2021, and June 1, 2022. At the Board of Directors meeting held on August 1, 2023, it also resolved to allot shares to employees hired or promoted between June 2, 2022, and June 1, 2023.

In the Employee RS Compensation Plan, the Company had set performance targets five years in advance, the achievement of which was the condition for releasing transfer restrictions. However, due to revisions to the medium-term management plan, the Board of Directors adopted a resolution to extend the transfer restriction period by two years and to revise the performance conditions for those allottees who are Company employees belonging to the DX Business Group, which had been sales and operating income of the DX business, to the same conditions as those applied to Company employees belonging to departments

other than the DX Business Group, which are consolidated sales and consolidated operating income (or non-consolidated sales and non-consolidated operating income if non-consolidated), based on a resolution adopted at the board meeting on April 14, 2023.

1. Summary of the plan

   The eligible employees will pay all monetary claims granted by the Company under the Employee RS Compensation Plan as payment in kind and, in return, be subject to the issuance or disposition of common stock of Company shares. The amount to be paid per common stock that will be issued or disposed of to the eligible employees by the Company under the Employee RS Compensation Plan will be determined by the Board of Directors based on the closing price of common stock of Company shares on the Tokyo Stock Exchange on the business day immediately preceding the date of resolution by the Board of

   Directors (if there is no closing price on such date, the amount will be based on the closing price on the most recent trading day) to the extent that such amount will not be an amount particularly favorable to the eligible employees who subscribe for such common stock.

   In addition, when issuing or disposing of the Company's common stock under the eligible employees, a restricted stock allotment agreement (the "Allotment Agreement") will be executed between the Company and the eligible employees. The

   agreement shall include, among other matters, (i) a provision preventing the eligible employees from transferring, creating a

   security interest, or otherwise disposing of the Company's common stock that has been allotted to the eligible employees under the Allotment Agreement for a certain period, and (ii) a provision that, if certain events should arise, the Company will acquire such common stock for no consideration.

2. Summary of the Allotment Agreement

   1. Transfer restriction period

      From August 27, 2020, through April 15, 2027

   2. Conditions for releasing transfer restrictions based on performance conditions, etc.

      The transfer restrictions will be released at the expiry of the transfer restriction period (or on the date the summary report on financial results for the year ending February 2027 is released, if such report is released prior to the expiry of the

      transfer restriction period) for all or part of the allotted shares, subject to the enrollment conditions, which require the eligible employees to remain in a position of director, corporate officer (who does not hold a position as director),

      employee or equivalent throughout the transfer restriction period, and the position conditions, which require the transfer restrictions to be released for the number of the allotted shares determined according to the employee's rank immediate prior to the expiry of the transfer restriction period, and based on the performance conditions. The Company will automatically acquire the allotted shares for which the transfer restrictions are unreleased for no consideration.

      However, if an eligible employee retires or resigns from the position of director, corporate officer (who does not hold a position as director), employee, or equivalent prior to the expiry of the transfer restriction period in question for reasons deemed justifiable by the Board of Directors, the number of allotted shares for which the transfer restriction will be

      released and the timing of releasing the transfer restriction shall be adjusted reasonably as needed.

   3. Total number of shares held by eligible employees FY'25/2: 880,563 shares; FY'26/2 H1: 834,187 shares

(Notes to Material Changes in Shareholders' Equity)

Not applicable

(Segment Information etc.)

[Segment information]

1. Six months ended August 31, 2024

   1. Information on amounts of sales and profit or loss by reported segment and breakdown information of revenue

      (Thousands of yen)

      	Reported segment			Adjustment (Note 1)	Amount recorded in consolidated statement of income (Note 2)
      	Personnel Recruiting Services Business	DX Business	Total
      Sales
      Media (job advertising)	23,793,372	-	23,793,372	-	23,793,372
      services Permanent placement services	1,252,031	-	1,252,031	-	1,252,031
      DX services	-	3,339,134	3,339,134	-	3,339,134
      Other services	40,104	-	40,104	-	40,104
      Revenue generated from contracts with customers	25,085,507	3,339,134	28,424,641	-	28,424,641
      Other revenue	-	-	-	-	-
      Sales ― outside customers	25,085,507	3,339,134	28,424,641	-	28,424,641
      Sales and transfers - inter-segment	-	-	-	-	-
      Total	25,085,507	3,339,134	28,424,641	-	28,424,641
      Segment profit	10,378,972	1,557,270	11,936,242	(4,419,459)	7,516,783

      (Notes) 1. Adjustment of segment profit of (4,419,459) thousand yen is corporate expenses not allocated to any reported segment.

      Corporate expenses are mainly selling, general, and administrative expenses that are not attributable to a reported segment.

   2. Segment profit has been reconciled with operating income on the consolidated statement of income.

      2. Information on impairment loss on non-current assets and goodwill, etc., by reported segment Not applicable

2. Six months ended August 31, 2025

   1. Information on amounts of sales and profit or loss by reported segment and breakdown information of revenue

      (Thousands of yen)

      	Reported segment			Adjustment (Note 1)	Amount recorded in consolidated statement of income (Note 2)
      	Personnel Recruiting Services Business	DX Business	Total
      Sales
      Media (job advertising)	24,173,717	-	24,173,717	-	24,173,717
      services Permanent placement services	1,143,482	-	1,143,482	-	1,143,482
      DX services	-	3,410,050	3,410,050	-	3,410,050
      Other services	123,287	-	123,287	-	123,287
      Revenue generated from contracts with customers	25,440,487	3,410,050	28,850,537	-	28,850,537
      Other revenue	-	-	-	-	-
      Sales ― outside customers	25,440,487	3,410,050	28,850,537	-	28,850,537
      Sales and transfers - inter-segment	-	-	-	-	-
      Total	25,440,487	3,410,050	28,850,537	-	28,850,537
      Segment profit	8,480,603	1,972,647	10,453,250	(5,012,093)	5,441,157

      (Notes) 1. Adjustment of segment profit of (5,012,093) thousand yen is corporate expenses not allocated to any reported segment.

      Corporate expenses are mainly selling, general, and administrative expenses that are not attributable to a reported segment.

   2. Segment profit has been reconciled with operating income on the consolidated statement of income.

2. Information on impairment loss of non-current assets and goodwill, etc., by reported segment Not applicable

(Significant Subsequent Events)

Not applicable

(Note) English documents are prepared as a courtesy to our stakeholders. In the event of any inconsistency between English-language documents and Japanese-language documents, the Japanese-language documents will prevail.