Risk Factors

Among the matters related to the state of our business and accounting, those that may become risk factors and that may have a significant impact on the decisions of other investors are described.
The following forward-looking statements are based on our judgment as of the filing date of this Annual Securities Report (June 28, 2024).Detail of these, please refer to IR-Library - Securities Report.

A)Strategic Risk

(1) Transactions with Overseas Vendors

Our products include Palo Alto Networks, Inc. (U.S.), and other overseas network equipment manufacturers and software development vendors. These products account for approximately 60% of the purchase price in the current consolidated fiscal year. In addition, our group's business strategy of dealing in highly novel technologies include small overseas venture companies as our suppliers. In the event that such a supplier is acquired, if a Japanese corporation is established to revise the sales network, or if it goes bankrupt, there is no guarantee that the Group will be able to continue the same sales agency rights as before, and in some cases it may become difficult to procure products. Our Group constantly strives to strengthen relationships with suppliers, but in the unlikely event that our Group's main product procurement is hindered, our Group's performance may be seriously impacted.

(2) Competitiveness of Products

At present, We recognize that the products handled by our group are mainly highly competitive products that have become the de facto standard in each product field, and we are working to improve our business structure so that it is less susceptible to the impact of the decline in the competitiveness of our suppliers by increasing value-added businesses such as solutions and integration. However, technological innovation in the IT industry is remarkable and competition is intensifying. If our Group or suppliers are unable to respond to technological innovations or to price decrease , our Group's business may lose its competitiveness which may have a significant impact on business performance and financial position.

(3) The competitiveness of our group

The Group strives to differentiate itself from its competitors and secure added value in each of its businesses by procuring cutting-edge products, developing package software in call centers, medical and other specialized business fields, and providing cloud services. Nevertheless, there is a possibility that the competitiveness of our Group will decline due to the entry of major companies into the fields in which we are leading, the emergence of new companies, and other factors. In addition, in an environment in which corporate IT investment is restrained due to economic stagnation and other factors, intensified price competition with other companies may reduce sales and profits,, which may have a significant impact on business performance and financial position.

(4) M&A, Capital and Business Alliances

We consider M&A and capital and business alliances with other companies in the same industry and with other companies that can complement our group's businesses to be important management issues as a means of expanding our market share and business scale.
In conducting mergers and acquisitions, the Group conducts detailed due diligence on its financial, tax, legal, business, and other matters with the aim of reducing various risks. However, after conducting due diligence, if an event that could not be confirmed or anticipated by these investigations is discovered or occurred, the Group's performance and financial position may be adversely affected. In addition, M&A does not necessarily progress smoothly as we anticipate. Even if M&A is implemented, there is no guarantee that synergies in the business or business efficiency will occur, and there is a possibility that synergies will occur, such as changes in the profit structure of our group.
In addition, the Group holds shares in affiliated companies and business partners through M&A and capital and business alliances. The Group generally recognizes changes in the fair value of these securities. Therefore, declines in the value of such securities could have an adverse effect on our group's financial condition.

(5) Variation in performance due to timing of acceptance inspection

As a result of the promotion of the stock-type business, the seasonality in which net sales are biased toward a specific period is diminishing. However, due to the timing of budget execution by client companies and the timing of system development, there is a tendency for the completion of services and recording of net sales to be concentrated in some areas at the full fiscal year (end of March). In particular, the situation tends to be conspicuous in March, when the end of a customer's fiscal year is concentrated. Therefore, if the completion of the provision of services and the posting of sales are delayed beyond the end of the fiscal year due to the concentration of engineers' work or unforeseen circumstances, our Group's performance and financial position may be affected.

(6) Securing human resources

The Group is aiming to expand its high-value-added stock-type business, which is not a typical labor-intensive business in the IT service industry. However, for further growth, it is essential to recruit and train talented personnel. In our group, we hire a wide range of experienced personnel with high potential for regular hiring of new graduates, and mid-career hiring can be used as immediate work force.
As IT penetrates into all industries, competition for the acquisition of IT human resources is becoming fierce not only among companies in the same industry, but also among companies in other industries and venture companies. If we are unable to sufficiently secure and develop the human resources necessary for business expansion in the future, there may be an impact on our business development, operating results and financial condition.

B)Operational Risk

(1) Possible System Failure

We consider M&A and capital and business alliances with other companies in the same industry and with other companies that can complement our group's businesses to be important management issues as a means of expanding our market share and business scale.
 In conducting mergers and acquisitions, the Group conducts detailed due diligence on its financial, tax, legal, business, and other matters with the aim of reducing various risks. However, after conducting due diligence, if an event that could not be confirmed or anticipated by these investigations is discovered or occurred, the Group's performance and financial position may be adversely affected. In addition, M&A does not necessarily progress smoothly as we anticipate. Even if M&A is implemented, there is no guarantee that synergies in the business or business efficiency will occur, and there is a possibility that synergies will occur, such as changes in the profit structure of our group.
 In addition, the Group holds shares in affiliated companies and business partners through M&A and capital and business alliances. The Group generally recognizes changes in the fair value of these securities. Therefore, declines in the value of such securities could have an adverse effect on our group's financial condition.

(2)Profitability of Contract Development Projects

The contracted development that the Group performs in its application services business may become unprofitable due to errors in project estimates, delays in work progress, or the fulfillment of contractual non-conformance responsibilities, which may result in the Group incurring its own excess expenses and worsening the profitability of the project. In such cases, the Group's performance and financial position may be affected.

(3)Legal Regulations

We and our group companies (CROSS HEAD and ARECCIA Fintech Corp.) have obtained licenses for worker dispatching services under the Worker Dispatching Act and provide engineer dispatching services.
In the medical systems business, the revised Pharmaceutical Affairs Law (currently the "Law Concerning Assurance of Quality, Efficacy and Safety of Drugs and Medical Devices, etc."; hereinafter referred to as the "Pharmaceutical Affairs Law") came into effect in April 2005. (former NOBORI Co., Ltd.), a consolidated subsidiary of the Company, was designated as a "controlled medical device. In accordance with this designation, the Company obtained licenses for manufacturing, manufacturing and sales, and sales and lease (the current sales and lease business) under the Pharmaceutical Affairs Law of the time. Furthermore, based on that Pharmaceutical Affairs Law, the Group is also compliant with the "Act on Quality, Efficacy and Safety Assurance of Pharmaceuticals, Medical Devices and Other Products" (Pharmaceutical Affairs Law), which was revised in November 2014. Thus, the services provided by the Group are affected by the Pharmaceutical Affairs Law and the Pharmaceutical Affairs Agency Law, and revisions to reimbursement may affect business results in these fields.
In the CRM, Business Solutions, and Medical fields, the Group has filed a notification of telecommunications business based on the Telecommunications Business Law and provides services in accordance with the said notification.
Although the Group strives to comply with the terms and conditions of the relevant licenses and with the relevant laws and regulations, the Group's business performance and financial position could be affected by an increase in expenses for regulatory compliance in the unlikely event of a violation of laws and regulations, or by enactment or changes in the relevant laws and regulations or administrative actions, etc. In such cases, the Group's business performance and financial position may be affected.

(4) Information Security

Our group is engaged in a wide range of businesses and may handle personal information, confidential information, and other information held by client companies. Leakage or falsification of such information due to computer viruses, unauthorized access, or other unforeseen circumstances, such as natural disasters, could result in claims for damages from client companies, etc., or deterioration of business relationships due to loss of trust in our Group, which could affect our Group's performance and financial position. This could affect the Group's business performance and financial position.
To this end, we have established internal rules for information security management and personal information protection in line with the basic policy of our internal control system. we have acquired the international standard "ISO/IEC 27001" and the domestic standard "JISQ27001" through an audit by an external certification body in November 2006, and since the acquisition Since then, we have undergone regular audits or renewal audits every year.
As an internal structure, the Information Security Committee, headed by the top management, is composed of the Information Security Committee, which meets quarterly to share the implementation status of the PDCA cycle related to information security management and to discuss internal issues(Reinforcement of security measures, etc.).(Secretariat meetings, led by Corporate Division employees, are held monthly.)
Evaluation of the operational status is conducted annually through internal and external audits. In addition, the Company has established a system that enables prompt resolution of security incidents and minimization of damage. In addition, security training for all employees is conducted on a regular basis every year, and the department where the incident occurred conducts refresher training and takes other measures to prevent recurrence.
In addition, a CSIRT(Comtuter Security Incident Response team)was established as an organization to handle security incident response. By strengthening predictive signs and monitoring from logs, developing response procedures for each incident level, and conducting training, an organization capable of handling everything from detection to recovery has been realized. We will continue to strengthen cooperation with related internal and external organizations.We will continue to strengthen cooperation with related internal and external organizations.

C)Financial Risk

(1)Impact of Exchange Rate Fluctuations

Of the products handled by the Group, the majority of products purchased from overseas are contracted in U.S. dollars. However, the Group is not necessarily able to hedge all risks, and sharp fluctuations in foreign exchange rates may affect the Group's business, performance, and financial position. However, we are not necessarily able to hedge all risks, and sharp fluctuations in foreign exchange rates may affect our business, performance, and financial position.

(2) Intangible assets (software)

Our Group recognizes intangible assets as intangible assets of software for sale in the market (package software) and software for third-party provision (cloud services and ASP services) for internal use and amortizes them over a certain period of time.
In the development of software, we are carefully looking at the marketability of the software. However, if the software is no longer expected to be used in the future due to rapid changes in the market and competitive conditions, or if the recovery of investments is no longer expected due to a decline in profitability, the software may be subject to retirement or impairment.
In such cases, our Group's performance and financial position may be affected.

(3)Funding for Large Ongoing Transactions

Recently, the cyber security field has been shifting to cloud services, and the trend is toward larger ongoing business contracts with customers, such as multi-year subscription contracts. In such cases, the collection of funds from customers is made every single fiscal year, while in some cases, payment to overseas vendors is made in advance in a lump sum. In such cases, the Company incurs a cash management burden, so it is necessary to watch the gap between the collection cycle and the advance payment burden and pay attention to the cash management plan.

D)Hazard Risks

(1)Pandemics and Natural Disasters

The occurrence of a pandemic (a worldwide pandemic of infectious or contagious diseases), natural disaster, or other natural disaster that affects the business activities of our Group's employees or business partners could have a significant impact on the continuation of our business. In addition, if the disruption spills over into disruptions in economic activities, such as disruptions in supply chains, it could also affect investment trends in the products, maintenance, and various IT services provided by the Group. Furthermore, such an event could have an impact on the Group's performance and financial position.

(2)Product Delivery Delays due to shortages of semiconductors and components

If stable procurement of semiconductors and components becomes difficult due to any unforeseen circumstances, such as the outbreak of war, turmoil in world affairs due to increased geopolitical risks, the occurrence of pandemics or natural disasters, or economic security procurement and supply restrictions, there is a risk that the Group will experience delivery delays for the products it provides. In such cases, the Group's business performance and financial position may be affected.

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