Nihon M&A Center Holdings has told investors that the interim dividends it paid in December 2024 and December 2025 each exceeded the distributable amount allowed under the Companies Act and the Ordinance on Company Accounting. The larger excess, on the December 2025 payout, was ¥833.2mn. The company says it does not plan to ask shareholders to give the money back.
The two payments
Both interim dividends were ¥14 per share. The first, effective 5 December 2024, totalled ¥4.44bn against a distributable amount of ¥4.37bn, an excess of ¥71.7mn. The second, effective 5 December 2025, again totalled ¥4.44bn but against a distributable amount of ¥3.61bn, an excess of ¥833.2mn.
| Item | Year ended March 2025 interim | Year ended March 2026 interim |
|---|---|---|
| Board resolution | 30 Oct 2024 | 30 Oct 2025 |
| Effective date | 5 Dec 2024 | 5 Dec 2025 |
| Dividend per share | ¥14 | ¥14 |
| Total dividend | ¥4.44bn | ¥4.44bn |
| Distributable amount at effective date | ¥4.37bn | ¥3.61bn |
| Excess over distributable amount | ¥71.7mn | ¥833.2mn |
The company also reports four buybacks of fractional shares, on 7 February 2025, 26 January 2026, 13 February 2026 and 6 March 2026, for a combined ¥18,451. Each was made when the distributable amount had already been exceeded.
The company's explanation
Nihon M&A Center says an initial internal review found that the distributable amount was not properly calculated and checked when the board resolved each interim dividend. It says the board and other people involved did not know the limit was being exceeded.
The mechanics, as the company describes them: the distributable amount for an interim dividend starts from surplus at the end of the last fiscal year, less later dividends such as the year-end payout. Profit earned after that year-end counts only if interim financial statements are prepared and approved. The company holds a large amount of treasury shares, whose book value is deducted from surplus. The amount left after the previous year-end dividend was therefore below the interim total, and the procedure to calculate and confirm the amount at the effective date was inadequate, so the excess went unnoticed.
The auditor, Deloitte Tohmatsu, told the company on 30 September 2026 that the dividends might exceed the distributable amount. The company confirmed the excess on 1 October.
What happens next
Nihon M&A Center says it will set up a third-party committee of outside experts shortly. The committee is to establish the facts, determine the cause, consider whether directors and others bear responsibility, and propose measures to prevent a repeat. The company's account of intent and cause is its own initial finding, not the committee's.
The company says the year-end dividends paid in June 2025 and June 2026 were within the distributable amount. It will reconsider the interim dividend and shareholder returns for the year ending March 2027 on the condition that they stay within that amount. It says the effect on consolidated results and financial statements should be minor, and promises to disclose anything further. The notice names no committee members or reporting date.