VisasQ Inc.

The Group's operating revenue depends solely on the Knowledge Platform Business, with limited diversification of revenue sources. If the business does not develop as expected due to the introduction or revision of new legal regulations or other unforeseen factors, this will directly affect operating results and financial position. As countermeasures, the Group is promoting active sales measures and advertising to increase customers and registrants, and is expanding the services it offers.

In FY2025 (ended February 2025), sales to McKinsey & Company, Inc. Japan accounted for more than 10% of total sales performance, indicating a high degree of dependence on specific customers. If transactions with this customer were to decline for any reason, this could affect operating results and financial position. As countermeasures, the Group is expanding its customer base by increasing transaction volume per corporate client and developing new customers.

The Knowledge Platform Business competes with similar companies in Japan and overseas, and in particular there are several competitors in the United States with revenue scales larger than the Group's. If the Group's competitiveness declines due to competitors offering new added value or other factors, this could lead to price competition or reduced transaction volume, affecting operating results and financial position. The Group positions its database of over 630,000 experts and its base of Japanese experts and Japanese corporate customers as competitive advantages.

Regarding goodwill and other intangible assets recorded at the time of the acquisition of Coleman Research Group, Inc., the Group recorded the full amount as an impairment loss in FY2024 (ended February 2024), a case in which failure to recover an M&A investment materialized. The Group continues to consider M&A, capital investments, establishment of subsidiaries, and similar options both domestically and internationally as means of business expansion. If an investment cannot be recovered due to the occurrence of events not identified or anticipated in due diligence, or due to changes in market conditions, additional impairment losses and other effects on operating results and financial position may occur. The Group's policy is to reduce such risk through detailed prior examination of business, financial, and legal matters.

As of the end of the consolidated fiscal year under review, the number of potential shares, including the class shares and share subscription rights issued for the purpose of acquiring Coleman Research Group, Inc., as well as share subscription rights for officers and employees, was 3,311,494 shares, equivalent to approximately 35% of the total number of issued shares (including class shares and treasury shares) of 9,336,317 shares. The Group anticipates continued use of stock option plans going forward, and if share subscription rights are exercised or class shares are converted into common shares, the value of shares held by existing shareholders may be diluted.

The Group holds a large amount of personal information in the course of its business operations, and if personal information were to leak externally for any reason, this could result in a decline in reputation or the filing of damages claims lawsuits, affecting operating results and financial position. The Group has implemented a management framework based on its privacy policy and other internal rules, as well as employee training, but this does not guarantee complete prevention.

There is a risk that experts may unintentionally provide clients with information subject to confidentiality obligations (such as business strategy, financial information, and personal information). If information leakage or inappropriate exchange of information occurs, this could damage the credibility of the service, affecting operating results and financial position. As countermeasures, the Group conducts prior confirmation of request content, provides regular training for experts, issues cautionary reminders at the time of matching, and has established a system for post-hoc review and deletion of posted content on

The Group operates businesses in the United States, the United Kingdom, Singapore, and Hong Kong, and is considering expansion into other countries and regions. A wide range of risks exist, including exchange rate fluctuations, economic trends in the countries of operation, political instability, and changes in laws and regulations, and if unforeseeable risks materialize, this could affect operating results and financial position. The Group's policy is to proceed with business expansion after taking sufficient countermeasures, but it is difficult to completely eliminate such risks.

The Group is subject to legal regulations including the Act on the Limitation of Liability for Damages of Specified Telecommunications Service Providers, the Unauthorized Computer Access Prohibition Act, the Act on Regulation of Transmission of Specified Electronic Mail, the Act on Specified Commercial Transactions, and the Act on the Protection of Personal Information. If new laws are enacted or existing regulations are strengthened in ways that restrict business activities, or if the compliance framework fails to function properly, this could affect operating results and financial position. The Group continuously implements a thorough compliance framework and internal education.

Securing and developing excellent personnel for business expansion is a key challenge, and if the Group is unable to secure and develop personnel at the appropriate time, or if existing personnel leave the company, this could affect operating results and financial position. In addition, founder and Representative Director & CEO Eiko Hanyu plays an important role in management policy and business strategy, and if she becomes unable to perform her duties, this could affect business activities and operating results. The Group is working to reduce excessive dependence on specific executives through the development of internal management systems and personnel training.