ULURU.CO.,LTD.

Risk that intensifying competition for talent acquisition in the recruitment market, failure to realize the effects of human capital investment, and early departure of key personnel could materially impact progress on "ULURU Sustainable Growth." As countermeasures, the company is promoting culture penetration through the Synapse organization, monitoring organizational conditions via engagement surveys, introducing layer-specific training and e-learning, and expanding flexible work systems.

There are two aspects to this risk: falling into a competitive disadvantage due to inability to keep pace with rapid AI technology advancement, and the risk of confidential customer information and personal data handled in the BPO Business leaking externally due to generative AI use or cyberattacks. If realized, serious impacts such as loss of customer trust, damages, and service suspension are of concern, so the company is advancing the establishment of a CISO-led AI utilization promotion structure, maintaining ISMS certification, introducing CASB, and developing AI usage guidelines.

Since FY2025 (ended March 2025), the basic policy has been progressive dividends targeting a payout ratio of 15% or more, but depending on priorities given to important business investments or cash flow conditions, there is a possibility that dividends may not be paid or may be reduced. The company aims to achieve both disciplined growth investment and shareholder returns through sustained profit growth and cash flow generation.

Risk that if the format and data format of bid information are unified under government leadership, the distinctiveness and competitive advantage of NJSS—collected manually by crowdworkers from approximately 9,000 institutions—could be lost, leading to a decrease in the number of paid contracts and a slowdown in sales and profit growth. At present, the likelihood of this materializing is judged to be low, but the company continues to monitor developments such as those from the Digital Agency, while addressing the risk through expansion of peripheral services, growth of the bidding market, and diversification of the business portfolio through the creation of new CGS businesses.

Risk that if a legal violation or scandal occurs, it could materially impact business performance through damage to the group's overall social credibility and brand value, as well as financial losses from damages, etc. In March 2026, following a resolution by the Board of Directors, the company established Compliance Guidelines (16 codes of conduct), and is promoting the establishment of a management structure centered on the Risk and Compliance Committee, education and awareness activities for all officers and employees, and the development of internal reporting and harassment consultation contact points.

Business activities could be suspended due to large-scale natural disasters or the spread of infectious diseases, potentially having a material impact on business performance. The company has established a business continuity structure based on its BCP, including ensuring business continuity through the dispersal of locations such as the Tokushima Center, and maintaining work-from-home capability through the use of the hybrid work system.

A decline in personal consumption due to inflationary pressure caused by geopolitical risk, the spread of infectious diseases, and other factors could have a material impact on the performance of consumer-facing services such as "EnPhoto" and "OurPhoto." The company has established a system for early detection of risk through timely monitoring of consumption trends, and for reviewing business policy and implementing countermeasures when signs are confirmed.

Growth of competing companies in the domestic crowdsourcing market could dilute the company's distinctiveness and competitive advantage, potentially having a material impact on business and performance. The company maintains its competitive advantage through synergies from the mutual collaboration of the Crowdsourcing Business, CGS Business, and BPO Business, while addressing the risk through the continuous creation of new CGS businesses and strengthening of the business portfolio, including through M&A.

Regulatory trends related to AI and data utilization (including revisions to domestic AI business operator guidelines), along with stricter regulations accompanying expansion into new CGS areas, may require responses to a variety of laws and regulatory amendments, potentially constraining business activities. The company is deepening its legal structure and strengthening cooperation with external experts such as retained attorneys, building a system capable of responding quickly to new regulations.

In M&A and new business investments, insufficient due diligence or failure to achieve PMI plans could result in failure to realize expected synergies, leading to financial losses, goodwill impairment, and organizational disruption. The company has established a system of thorough due diligence centered on the Future Creation Division, advance formulation of PMI plans, and progress management through KPI monitoring, and also carefully manages minority investments through "ULURU IMPACT BASE" within investment discipline and allocated investment limits.