6069.T

M&A of Shirushi Co., Ltd. and Segment Restructuring

• Trenders will acquire 100% of Shirushi Co., a specialized EC mall strategy consulting and operations management firm focused on Amazon and Rakuten, effective December 1, 2025, turning it into a wholly-owned subsidiary. From this date, the company will restructure into three segments: Marketing, Investment, and EC Consulting.
• The Marketing segment will be reorganized into two sub-segments: a general Marketing sub-segment (for corporate marketing support, previously named Beauty Marketing) and a Medical sub-segment (for free clinic marketing support, previously named Medical Marketing). The name change reflects the company's intent to expand beyond beauty into new categories.
• Shirushi is on track to deliver over 150% year-over-year growth in both revenue and operating profit for its 2026 February fiscal year, and expects to have a positive impact on Trenders' full-year results. Shirushi uses a revenue-share model, where its revenue grows in line with client EC mall sales. Its core strengths include end-to-end support from strategy to on-the-ground execution, integration of off mall marketing activities with in-mall operations, and a focus on client profit improvement alongside top-line growth, which has driven very high client retention and referral-based growth.
• The two core strategic rationales for the acquisition are: 1) strengthening integrated SNS marketing + EC mall solutions to solve the common client problem of siloed marketing and EC teams that prevents coordination of campaigns and sales peaks; 2) leveraging the combined SNS + EC capability to expand into non-beauty categories including consumer goods, apparel, and home appliances, where Shirushi can use Trenders' sales organization to grow its client base.

Core Marketing Business Initiatives

• Trenders' core competitive assets are deep influencer and beauty expert relationships and knowledge, in-house SNS media operation expertise, and proprietary marketing methodologies including heat analytics for SNS posts and influencer factor analysis for purchasing behavior. The company will develop new methodologies to measure the impact of SNS activity on EC purchasing following the Shirushi acquisition.
• The owned beauty SNS media Mimi Beauty has reached 5.89 million total followers, with steady growth on its core X and Instagram platforms. Revenue mix across platforms is stable, with a small decline in X share and slight increases in TikTok and Instagram share, maintaining the company's low platform dependency strength.
• Partnership with istyle has driven cross-selling progress: cumulative orders from South Korean cosmetic brands via istyle's Korean subsidiary Glowdayz have reached 130 million yen, and cumulative upsell of istyle's advertising products to Trenders' clients has exceeded 440 million yen.
• Overseas expansion efforts are underway in both South Korea and the US supporting J-Beauty brands, with a recent successful pop-up event in Los Angeles that received positive feedback from participating brands and local influencers, demonstrating strong market demand for J-Beauty.
• Mimi Beauty held a successful open launch event for its fifth free print magazine in Shibuya, drawing 3,000 attendees and delivering brand exposure for participating beauty brands. Trenders has also launched a new project to launch a full print beauty magazine AKANE MAGAZINE targeted for spring 2026, led by an editor with experience launching two existing beauty magazines.

Medical Segment Progress

• The company ended marketing support for the closed ars clinic TOKYO/GINZAMaison art makeup clinic in October 2025, and now focuses exclusively on marketing support for Ginza Stem Fine Clinic, which specializes in regenerative medicine. The company will continue investing in this segment and targets profitability by the 2027 March fiscal year.

Mid-term Strategic Target

• The company reaffirms its 2025 May mid-term target of 25-30% CAGR for operating profit across the four years from 2026 March fiscal year to 2029 March fiscal year, to be delivered through solution expansion and category expansion.

• Full-year 2026 March fiscal year guidance is maintained despite first-half results coming in slightly below initial plan. The shortfall is driven by delayed project timelines in the beauty marketing segment and slower-than-expected ramp-up of the medical segment, plus a 110 million yen special loss recorded in the medical segment that pushed down net profit progress.
• Management expects a recovery in the second half, driven by increased project volume in the peak demand season, multiple large scheduled projects, and the consolidation of Shirushi, which will offset the first-half shortfall. No guidance update is needed at this time.

As of the end of the second quarter, Trenders operates two segments: Marketing business and Investment business. A third segment will be added from Q3 2025 after completing the acquisition of Shirushi Co., Ltd.

1. Marketing Business: Group consolidated first-half revenue was 3.55 billion yen, up 18% year-over-year. Second-quarter (July-September 2025) revenue was 1.86 billion yen, up 25% year-over-year, driven primarily by the consolidation of zenplus. Within the marketing business, the Beauty Marketing (now general Marketing) sub-segment recorded Q2 revenue of 976 million yen, up 17.1% year-over-year, hitting an all-time high. 91% of this sub-segment's gross profit comes from the cosmetics and toiletries category. Event revenue grew 85.5% quarter-over-quarter after the zenplus consolidation, while core influencer marketing and Mimi Beauty showed year-over-year declines but quarter-over-quarter growth, indicating a recovery trend. First-half consolidated gross profit was 1.8 billion yen, up 14.5% year-over-year; Q2 gross profit was 954 million yen.

2. Investment Business: Revenue grew year-over-year driven by increased interest income from corporate bonds.

Consolidated operating profit for the first half was 259 million yen, down 45.6% year-over-year, and Q2 operating profit was 174 million yen, down 37% year-over-year. This decline is entirely attributable to increased SG&A from zenplus consolidation and the start of goodwill amortization: Q2 SG&A was 780 million yen, up 46.3% year-over-year, with 180 million yen of the increase coming from the consolidation. Excluding the consolidation impact, SG&A grew only 11% year-over-year.

• No new material operational or financial risks were discussed. The balance sheet remains healthy, with sufficient cash reserves maintained even after the announced M&A activity. The only negative development disclosed is the slower-than-expected ramp-up of the medical segment and the closure of one supported clinic, which has already been accounted for via the 110 million yen special loss in the first half.

Q: Does Shirushi Co. have material seasonal fluctuations in its业绩? / A: Yes. Because Shirushi uses a revenue-share model tied to client EC mall sales, its performance follows EC sales seasonality. As Shirushi is particularly focused on Amazon, its performance see a large uplift during Amazon's major November Black Friday/Cyber Monday sales event. Additional seasonality comes from product mix: gift-focused products see higher sales during holiday peaks like Christmas, Father's Day and Mother's Day, leading to corresponding fluctuations in Shirushi's revenue per client.