MIRARTH : Q3 Annual Securities Report

Q3 (FY2023) Annual Securities

Report

(Third Quarter of the 51st fiscal year)

from October 1, 2022 To December 31, 2022

MIRARTH HOLDINGS, Inc.

(Former company name: Takara Leben Co., Ltd.)

1-8-2, Marunouchi, Chiyoda-ku, Tokyo

Contents
	Page
Cover
Part I. Company Information	1
I. Company Overview	1
1 Trends in Major Management Indicators, Etc.	1
2 Businesses	2
II. Business Overview	2
1 Business Risks	2
2 Management's Analysis of Financial Position, Operating Results and Cash Flows	2
3 Important Contracts Etc. Related to Management	5
III. Information on the Reporting Company	6
1 Stock Information	6
(1)Total Number of Shares, Etc.	6
(2)Information on the Share Acquisition Rights, Etc.	6
① Details of the Stock Option Plan	6
② Other Subscription Rights	6
(3)Exercise of Moving Strike Convertible Bonds, Etc.	6
(4)Changes in Number of Shares Issued and Capital, Etc.	6
(5)Status of Major Shareholders	6
(6)Information on Voting Rights	7
2 Officers	8
IV. Financial Information	9
1 Quarterly Consolidated Financial Statements	10
(1)Quarterly Consolidated Balance Sheets	10
(2)Quarterly Consolidated Statements of Income and Quarterly Consolidated Statements of Comprehensive	12
Income
Quarterly Consolidated Statements of Income	12
Quarterly Consolidated Statements of Comprehensive Income	13
2 Other	21
Part II. Information Concerning Guarantors of the Reporting Company	22

[Quarterly Review Report]

[Cover]

[Filing]	Q3 (FY2023) Annual Securities Report
[Applicable provision]	Article 24-4-7(1) of the Financial Instruments and Exchange Act
[Submitted To]	Director-General of the Kanto Local Finance Bureau
[Date of submission]	February 13, 2023
[Quarterly Accounting Period]	Third Quarter of the 51st Fiscal Year (From October 1, 2022 to December 31, 2022)
[Company Name]	MIRARTH HOLDINGS, Inc．
	(Former English company name: Takara Leben CO., Ltd.)
	(NOTE)As a result of the resolution of the 50th Annual Shareholders' Meeting held
	at 24 June, 2022, the corporate name has been changed from October 1,
	2022, as described above.
[Representative]	Kazuichi Shimada, Representative Director, Group CEO, Group COO and President
	Executive Officer
[Address of head office]	1-8-2, Marunouchi, Chiyoda-ku, Tokyo
[Telephone]	[phone]
[Contact]	Masashi Yamamoto, Director, Group CFO, Managing Executive Officer and
	Executive General Manager of Corporate Planning Headquarters
[Contact address]	Tekko Building 16F 1-8-2, Marunouchi, Chiyoda-ku, Tokyo, Japan
[Telephone]	[phone]
[Contact]	Masashi Yamamoto, Director, Group CFO, Managing Executive Officer and
	Executive General Manager of Corporate Planning Headquarters
[Place for public inspection]	Kita-Kanto Branch of MIRARTH HOLDINGS, Inc.
	(1-20-1, Takahanacho, Omiya-ku,Saitama-shi, Saitama)
	Tokyo Stock Exchange, Inc.
	(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)

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Part I. [Company Information]

I. [Company Overview]

1[Trends in Major Management Indicators, Etc.]

		50th fiscal year Third	51st fiscal year Third
Fiscal term		Quarter Consolidated	Quarter Consolidated	50th fiscal year
		Cumulative Period	Cumulative Period
Accounting period		From April 1, 2021	From April 1, 2022	From April 1, 2021
	To December 31, 2021	To December 31, 2022	To March 31, 2022
Net sales	(Millions of yen)	100,042		95,081	162,744
Ordinary income	(Millions of yen)	4,448		1,179	10,258
Quarterly (current term) net income	(Millions of yen)	3,109		1,804	6,215
attributable to owners of the parent
Quarterly comprehensive income	(Millions of yen)	3,099		1,175	6,293
Net assets	(Millions of yen)	56,104		61,596	59,601
Total assets	(Millions of yen)	226,713	327,167	223,473
Quarterly (current term) net income	(Yen)	28.58		16.52	57.10
per share
Quarterly (current term) net income	(Yen)	28.37		16.39	56.69
per share (fully diluted)
Equity ratio	(%)	24.5		17.9	26.5
Fiscal term			50th fiscal year Third Quarter		51st fiscal year Third Quarter
		Consolidated Accounting period		Consolidated Accounting period
Accounting period		From October 1, 2021 To		From October 1, 2022 To
	December 31, 2021			December 31, 2022
Quarterly net income (loss) (△) per	(Yen)		30.63			△9.76
share

(NOTE)1. We have prepared our quarterly consolidated financial statements. Therefore, we have not presented any changes in the main management indicators of the companies to which we submit the report.

2.The provisional accounting treatment for the business combination conducted in the previous First Quarter Consolidated Accounting period has been finalized at the end of End of Previous Consolidated Accounting Period, and the related key management indicators, etc. of the previous consolidated third quarter Cumulative period and the previous consolidated third quarter Accounting period are based on the amount after reflecting the significant review of the initial allocation of the acquisition cost due to the finalization of the provisional accounting treatment.

- 2 -

2[Business]

There were no significant changes in Details of the business conducted by our group (us and our affiliated companies) during the third quarter of the current consolidated Cumulative period. Category of Reportable segments has been changed from First Quarter Consolidated Accounting period. The details are described in "Ⅳ Financial Information, 1. Quarterly Consolidated Financial Statements, Notes (Segment Information, etc.)." On October 1, 2022, we transitioned to a holding company structure and changed our name to MIRARTH HOLDINGS, Inc. on the same date. On the same date, the trade name of Takara Leben West japan Co., Ltd. was changed to Takara Leben Co., Ltd.. The details are as described in "IV. Financial Information 1 Quarterly Consolidated Financial Statements Notes (Business Combinations, etc.)". Changes in major affiliated companies related to respective segments in the third quarter consolidated Cumulative period are as follows.

• Energy Business >
  In the third quarter of the current consolidated Accounting period, Green Energy LLC, our consolidated subsidiary, has been

included in the scope of consolidation due to the implementation of a tender offer for Investment units of Takara Leben Infrastructure Fund Inc..

Ⅱ. [Business Overview]

1[Business Risks]

There have been no significant changes in Current Third Quarter Consolidated Cumulative period to the new risks of businesses or the risks of businesses described in the Annual Securities Report for the previous fiscal year.

2[Management's Analysis of Financial Position, Operating Results and Cash Flows]

Forward-looking statements in the text are based on judgments made as of the end of the current quarterly consolidated accounting period.

As the provisional accounting treatment for the business combination conducted in the previous First Quarter Consolidated Accounting period was finalized at the End of Previous Consolidated Accounting Period, Comparison and analysis with the same quarter of the previous year are based on the amount after reflecting the significant review of the initial allocation of the acquisition cost due to the finalization of the provisional accounting treatment.

(1)Management's discussion

In the third quarter of the current consolidated Cumulative period, the Japanese economy showed signs of a moderate recovery due to the relaxation of action limits for preventing the new type of coronavirus infectious disease (COVID-19), as well as travel support by the government and local governments and the recovery of inbound tourism. On the other hand, attention should be paid to the prolonged geopolitical tensions caused by the situation in Russia and Ukraine, as well as the impact of global monetary tightening. In the real estate industry to which our group belongs, even though construction costs are on the rise due to the recent surge in energy and raw material costs, demand for housing remains steady, and investment by domestic and overseas investors, including mainstay condominiums, is robust, and the liquidation business, etc. are also performing well. In addition to Real Estate Business and Asset Management Business, our policy is to expand Energy Business as a growth pillar, and we will continue to contribute to a sustainable society through real estate and renewable energy.

In conjunction with the "Notice of Business Segment Changes" announced on March 14, 2022, Category of the segment has been changed from the previous 5 business segments to 4 business segments by First Quarter Consolidated Accounting period. For the results for the previous third quarter in the explanations of each segment below, the figures have been reclassified under the new segment.

					(Millions of yen)
	Previous Third quarter	Current Third quarter	Comparison
Segment name
Net sales	Operating	Net sales	Operating	Net sales	Operating
	income	income	income
Real Estate Business	66,812	1,050	85,218	2,953	18,405	1,903
Energy Business	30,329	4,188	6,770	△788	△23,558	△4,976
Asset Management Business	1,053	581	813	293	△239	△287
		- 3 -