DIGITAL HEARTS HOLDINGS Co., Ltd. (“DHH”), the parent company of DIGITAL HEARTS Co., Ltd., resolved at a meeting of its Board of Directors held today to establish a joint venture with JetSynthesys Private Limited ("JS India"), an Indian entertainment tech company, and to enter into a capital and business alliance agreement with its subsidiary ("JS Japan", JetSynthesys and JS Japan together "JS Group") to enter into a capital and business alliance agreement.

1. Purpose of the establishment of a joint venture, and the conclusion of the capital and business alliance

Since our founding, we have achieved strong growth by deploying debugging businesses to detect bug or defect in gaming. Today, we have an overwhelming share of the domestic gaming debugging market. At the same time, we have established a solid position as a quality-control partner for our domestic game production companies by leveraging our accumulated know-how and abundant resources. In addition, as simultaneous worldwide distribution of game titles has accelerated in recent years, our Group aims to evolve into a "Global Quality Partner" that comprehensively supports the development of game production companies’ businesses both domestically and overseas by providing one-stop solution for a wide range of services, including game translation and LQA (*), game development support, marketing support, and customer support, mainly in the Asian region.

JS Group has its headquarters in Pune, state of Maharashtra, and operates technology, gaming, wellness, and entertainment businesses. In the gaming businesses, it develops and publishes games, supports the overseas expansion for game production companies of Japan, the United States, and Europe, and provides eSports businesses, invests in and provides business supports to game studios in the emerging markets.

By sharing the know-how and resources of both companies, our Group and JS Group will be able to strengthen and expand our solutions for customers in the entertainment industry, such as market research to expand into the rapidly growing Indian market, supporting their planning new game software for India, consulting on culturalization of game titles, and game development support including localization. As the first step, DHH and JS India decided to establish a joint venture to develop debugging businesses in the Indian and the worldwide game industry. In addition, DHH and JS Japan decided to conclude a capital an​d business​ alliance to provide our group's solutions to support the overseas expansion of game production companies in Europe and the United States, which are customers of JS Japan.

*LQA…Abbreviation for Linguistic Quality Assurance. It means checking the quality of translated text and composition.

2. Regarding the establishment of a joint venture

(1) Method of the establishment

After JS India established a new company in India for this purpose, DHH will acquire 20,000 shares newly issued by the new company through a third-party allotment for a total amount of INR 124,905 thousand. (JPY 228 million). As a result, DHH plans to hold 50.0% of the total number of issued shares outstanding as of January 4, 2024, of the new company.
*Total amount shown in Japanese yen are based on conversion at the rate of 1.83 yen for one Indian Rupee.

(2) Overview of newly established joint venture

3. Regarding capital and business alliance

(1) Capital alliance

DHH plans to acquire 1,831 shares newly issued by JS Japan through a third-party allotment. As a result, DHH plans to hold 9.5% of the total number of issued shares and potential shares outstanding as of January 4, 2024, of JS Japan.

(2) Business alliance

In this business alliance, we aim to expand the global businesses of both companies by combining JS Japan's clients base for game production companies in Europe, the United States, and other countries, with DHH’s group-wide capabilities in providing services such as debugging, translation and LQA, and game-development support.

4. Schedule