Freee K.k.TSE: 4478

Financial Statements for FY2026.6

· Issued by Freee K.k.

freee K.K. and its subsidiaries

Consolidated financial statements and non-consolidated financial statements for the fiscal year ended June 30, 2026

1. Consolidated financial statements
  1. Consolidated balance sheet
    1. Consolidated balance sheet

      (Thousands of yen)

      As of June 30, 2025

      As of June 30, 2026

      Assets

      Current assets

      Cash and deposits

      35,789,632

      36,187,021

      Accounts receivable - trade

      ※2 3,619,898

      ※2 4,999,068

      Purchased receivables

      -

      1,536,610

      Advances paid

      3,982,166

      7,158,047

      Segregated deposits

      ※1 957,968

      ※1 532,957

      Other

      1,558,998

      1,006,175

      Allowance for doubtful accounts

      (33,756)

      (1,062,688)

      Total current assets

      45,874,908

      50,357,192

      Non-current assets

      Property, plant and equipment

      Facilities attached to buildings

      18,685

      661,528

      Accumulated depreciation

      (7,086)

      (35,846)

      Facilities attached to buildings, net

      11,598

      625,682

      Tools, furniture and fixtures

      87,542

      517,091

      Accumulated depreciation

      (30,751)

      (107,363)

      Tools, furniture and fixtures, net

      56,791

      409,727

      Total property, plant and equipment

      68,390

      1,035,410

      Intangible assets

      Goodwill

      590,517

      949,398

      Software

      2,547,104

      5,402,451

      Software in progress

      978,639

      1,206,159

      Total intangible assets

      4,116,261

      7,558,008

      Investments and other assets

      Investment securities

      ※3

      424,016

      ※3 433,272

      Deferred tax assets

      982,403

      1,368,828

      Lease and guarantee deposits

      ※1

      904,807

      ※1 1,107,519

      Other

      322,502

      205,903

      Allowance for doubtful accounts

      (97,606)

      (145,342)

      Total investments and other assets

      2,536,123

      2,970,182

      Total non-current assets

      6,720,774

      11,563,601

      Total assets

      52,595,683

      61,920,793

      (Thousands of yen)

      As of June 30, 2025

      As of June 30, 2026

      Liabilities

      Current liabilities

      Short-term borrowings

      ※1,4

      9,600,000

      ※1,4

      14,300,000

      Other payable

      1,835,436

      1,723,467

      Accrued expenses

      2,683,193

      2,699,142

      Income taxes payable

      139,296

      279,537

      Unearned revenue

      14,665,191

      17,336,565

      Provision for bonuses

      588,950

      508,990

      Provision for stock-based compensation

      11,784

      285,204

      Other

      1,786,953

      1,453,205

      Total current liabilities

      31,310,806

      38,586,112

      Non-current liabilities

      Asset retirement obligation

      1,533,896

      1,976,086

      Provision for stock-based compensation

      28,797

      151,126

      Long-term other payable

      10,000

      -

      Other

      48,899

      20,945

      Total non-current liabilities

      1,621,593

      2,148,158

      Total liabilities

      32,932,399

      40,734,270

      Net assets

      Shareholders' equity

      Common stock

      27,043,623

      12,918,532

      Capital surplus

      574,738

      16,448,997

      Retained earnings (Accumulated deficit)

      (8,133,721)

      (7,055,816)

      Treasury stock

      (650)

      (1,291,607)

      Total shareholders' equity

      19,483,989

      21,020,105

      Accumulated other comprehensive income

      Valuation difference on available-for-sale securities

      19,040

      38,625

      Deferred gains or losses on hedges

      4,321

      29,910

      Foreign currency translation adjustment

      4,706

      7,492

      Total accumulated other comprehensive income

      28,069

      76,028

      Stock acquisition rights

      151,224

      90,389

      Total net assets

      19,663,283

      21,186,522

      Total liabilities and net assets

      52,595,683

      61,920,793

    2. Consolidated statement of income and consolidated statement of comprehensive income Consolidated statement of income

      (Thousands of yen)

      Fiscal year ended June 30, 2025

      Fiscal year ended June 30, 2026

      Cost of sales

      5,909,557

      8,043,961

      Selling, general and administrative expenses

      ※2,3 26,750,070

      ※2,3 33,306,287

      Non-operating income

      Lecture fee and other income

      1,449

      2,791

      Other

      9,503

      19,552

      Non-operating expenses

      Total non-operating income 28,273 80,961

      Refund received - 9,865

Interest income 17,320 48,751

Operating profit 610,972 1,091,431

Gross profit 27,361,043 34,397,718

Net sales ※1 33,270,601 ※1 42,441,680

Interest expenses

76,072

170,893

Foreign exchange losses

Loss on investments in investment

13,046

53,274

partnerships

Commission expenses

20,379

55

21,085

56,546

Stock issuance costs

4,099

4,379

Loss on amortization of restricted stock

103,453

93,187

Share of loss of entities accounted for

1,170

132

Other

8,258

26,009

Total non-operating expenses

226,536

425,508

Ordinary profit

412,709

746,884

Extraordinary income

Gain on sale of non-current assets

※4

22,880

※4

7,911

Gain on reversal of stock acquisition rights

9,515

46,785

Total extraordinary income

32,395

54,697

Extraordinary losses

Loss on valuation of investment securities

28,867

32,650

Other

-

523

Total extraordinary losses

28,867

33,174

Profit before income taxes

416,237

768,407

Income taxes - current

29,289

94,407

Income taxes - deferred

(983,076)

(403,905)

Total income taxes

(953,787)

(309,497)

Profit

1,370,024

1,077,905

Profit attributable to owners of parent

1,370,024

1,077,905

remuneration

using equity method

Consolidated statement of comprehensive income

(Thousands of yen)

Fiscal year ended June 30, 2025

Fiscal year ended June 30, 2026

Profit 1,370,024 1,077,905

Other comprehensive income

Valuation difference on available-for-sale securities

6,722

19,584

Deferred gains or losses on hedges

(30,011)

25,588

Foreign currency translation adjustment

45

2,785

Total other comprehensive income

※

(23,243)

※

47,958

Comprehensive income

1,346,781

1,125,863

Comprehensive income attributable to

Owners of parent

1,346,781

1,125,863

    1. Consolidated statement of changes in equity Fiscal year ended June 30, 2025

      (Thousands of yen)

      Shareholdersʼ equity

      Common stock

      Capital surplus

      Retained earnings

      (Accumulated

      deficit)

      Treasury stock

      Total shareholdersʼ equity

      Balance at beginning of period

      26,348,152

      42,133,180

      (51,757,334)

      (324)

      16,723,673

      Changes during period

      Issuance of new shares

      636,581

      636,581

      1,273,162

      Exercise of stock acquisition rights

      58,889

      58,889

      117,779

      Deficit disposition

      (42,253,912)

      42,253,912

      -

      Purchase of treasury stock

      (650)

      (650)

      Cancellation of treasury stock

      (324)

      324

      -

      Transfer from retained earnings to

      capital surplus

      324

      (324)

      -

      Profit attributable to owners of parent

      1,370,024

      1,370,024

      Net changes in items other than shareholdersʼ equity

      Total changes during period

      695,470

      (41,558,441)

      43,623,612

      (326)

      2,760,316

      Balance at end of period

      27,043,623

      574,738

      (8,133,721)

      (650)

      19,483,989

      Accumulated other comprehensive income

      Stock acquisition rights

      Total net assets

      Valuation difference on available-for-sale securities

      Deferred gains or losses on hedges

      Foreign currency translation adjustment

      Total accumulated other comprehensive income

      Balance at beginning of period

      12,318

      34,333

      4,661

      51,312

      177,358

      16,952,345

      Changes during period

      Issuance of new shares

      1,273,162

      Exercise of stock acquisition rights

      117,779

      Deficit disposition

      -

      Purchase of treasury stock

      (650)

      Cancellation of treasury stock

      -

      Transfer from retained earnings to capital

      surplus

      -

      Profit attributable to owners of parent

      1,370,024

      Net changes in items other than shareholdersʼ equity

      6,722

      (30,011)

      45

      (23,243)

      (26,134)

      (49,377)

      Total changes during period

      6,722

      (30,011)

      45

      (23,243)

      (26,134)

      2,710,938

      Balance at end of period

      19,040

      4,321

      4,706

      28,069

      151,224

      19,663,283

      Fiscal year ended June 30, 2026

      (Thousands of yen)

      Shareholdersʼ equity

      Common stock

      Capital surplus

      Retained earnings (Accumulated deficit)

      Treasury stock

      Total shareholdersʼ equity

      Balance at beginning of period

      27,043,623

      574,738

      (8,133,721)

      (650)

      19,483,989

      Changes during period

      Issuance of new shares

      824,771

      824,771

      1,649,542

      Exercise of stock acquisition rights

      50,137

      50,137

      100,275

      Purchase of treasury stock

      (1,500,531)

      (1,500,531)

      Disposal of treasury stock

      208,923

      208,923

      Cancellation of treasury stock

      (650)

      650

      -

      Transfer from common stock to

      capital surplus

      (15,000,000)

      15,000,000

      -

      Profit attributable to owners of parent

      1,077,905

      1,077,905

      Net changes in items other than shareholdersʼ equity

      Total changes during period

      (14,125,090)

      15,874,258

      1,077,905

      (1,290,956)

      1,536,115

      Balance at end of period

      12,918,532

      16,448,997

      (7,055,816)

      (1,291,607)

      21,020,105

      Accumulated other comprehensive income

      Stock acquisition rights

      Total net assets

      Valuation difference on available-for-sale securities

      Deferred gains or losses on hedges

      Foreign currency translation adjustment

      Total accumulated other comprehensive income

      Balance at

      beginning of period

      19,040

      4,321

      4,706

      28,069

      151,224

      19,663,283

      Changes during period

      Issuance of new shares

      1,649,542

      Exercise of stock acquisition rights

      100,275

      Purchase of treasury stock

      (1,500,531)

      Disposal of treasury stock

      208,923

      Cancellation of treasury stock

      -

      Transfer from common stock to

      capital surplus

      -

      Profit attributable to owners of parent

      1,077,905

      Net changes in items other than shareholdersʼ equity

      19,584

      25,588

      2,785

      47,958

      (60,835)

      (12,876)

      Total changes during period

      19,584

      25,588

      2,785

      47,958

      (60,835)

      1,523,238

      Balance at end of period

      38,625

      29,910

      7,492

      76,028

      90,389

      21,186,522

    2. Consolidated statement of cash flows

(Thousands of yen)

(280,036)

739,107

Increase (decrease) in accounts payable -other

32,650

(47,914)

-

purchased

in

(increase)

Decrease receivables

(7,911)

(22,880)

Loss (gain) on sale of property, plant and equipment

28,867

Loss (gain) on valuation of investment securities

(79,960)

273,212

Increase (decrease) in provision for bonuses

Loss on amortization of restricted stock remuneration

103,453

93,187

Net cash provided by (used in) operating activities

3,661,980

1,519,264

Fiscal year ended June 30, 2025

Fiscal year ended June 30, 2026

Profit before income taxes

416,237

768,407

Amortization of goodwill

88,341

165,446

Increase (decrease) in allowance for doubtful accounts

51,641

8,752

Increase (decrease) in provision for stock-based compensation

24,502

520,495

Loss (gain) on investments in investment partnerships

20,379

21,085

Interest income

(17,320)

(48,751)

Stock issuance costs

4,099

4,379

Gain on reversal of stock acquisition rights

(9,515)

(46,785)

Decrease (increase) in trade receivables

(985,909)

(1,390,614)

Decrease (increase) in segregated deposits

(479,297)

425,010

Increase (decrease) in accrued expenses

116,000

15,938

Other, net

449,069

(155,901)

Interest received

17,320

48,751

Income taxes paid

(33,093)

(30,941)

Interest paid (76,072) (170,893)

Subtotal 3,753,825 1,672,348

Increase (decrease) in unearned revenue 3,276,280 2,664,467

Decrease (increase) in advances paid (1,691,957) (3,175,878)

Interest expenses 76,072 170,893

Stock-based compensation expenses 972,889 698,538

Depreciation 320,550 1,316,850

Cash flows from operating activities

(Thousands of yen)

Fiscal year ended June 30, 2025

Fiscal year ended June 30, 2026

Cash flows from investing activities

Purchase of property, plant and equipment (45,805) (610,013)

Proceeds from sale of property, plant and equipment

22,880

7,911

Purchase of intangible assets

(3,832,520)

(4,323,203)

Payments for acquisition of businesses

-

(24,200)

Purchase of investment securities

(104,910)

(44,984)

Payments of leasehold and guarantee (13,767) (195,109)

deposits

Purchase of shares of subsidiaries resulting in change in scope of consolidation

※2 (628,997)

※2 (713,107)

Proceeds from refund of leasehold and guarantee deposits

510 4,650

Net cash provided by (used in) investing activities

(4,601,221)

(5,898,044)

Other, net 1,390 10

Cash flows from financing activities

Net increase (decrease) in short-term borrowings

4,900,000

4,700,000

Repayments of long-term borrowings

(18,479)

(81,565)

Proceeds from issuance of common stock

97,060

81,846

Purchase of treasury stock

(650)

(528)

Proceeds from sale of treasury stock

-

66,039

Net cash provided by (used in) financing activities

4,977,930 4,765,792

Effect of exchange rate change on cash and cash equivalents

45

2,785

Net increase (decrease) in cash and cash equivalents

4,038,735 389,798

Cash and cash equivalents at beginning of period

31,750,897

35,789,632

Cash and cash equivalents at end of period ※1 35,789,632 ※1 36,179,431

Notes to consolidated financial statements

(Material matters that serve as the basis for preparation of consolidated financial statements)

  1. Scope of consolidation

    The Company consolidated all of its subsidiaries. Number of consolidated subsidiaries: 5

    Names of consolidated subsidiaries freee biz K.K.

    Likha-iT Inc.

    freee founding loan support K.K. Logikura Inc.

    1 other company

    In the current fiscal year, Apollo Inc., which was a consolidated subsidiary in the prior fiscal year, has been excluded from the scope of consolidation due to an absorption-type merger by the Company, effective on July 1, 2025.

    GMO creators network, Inc., whose shares were acquired during the current fiscal year, has been included in the scope of consolidation. The company changed its trade name to freenance K.K. and was subsequently excluded from the scope of consolidation due to an absorption-type merger by the Company, effective on October 1, 2025.

    Logikura Inc., whose shares were acquired during the current fiscal year, has been included in the scope of consolidation.

  2. Application of the equity method

    Number of associates accounted for by the equity method: 1 Name of associates: Incloop,Inc.

  3. Accounting period of consolidated subsidiaries

    The closing date of all consolidated subsidiaries matches the consolidated closing date.

  4. Accounting policies

    1. Valuation standards and methods for material assets

      1. Securities

        Available-for-sale securities

        Securities other than non-marketable securities

        Securities other than non-marketable securities classified as available-for-sale securities are stated at fair value (net unrealized gains or losses are reported as a separate component of net assets, and the cost of securities sold is determined mainly by the moving average method).

        Non-marketable securities

        Non-marketable securities classified as available-for-sale securities are carried at cost determined by the moving average method.

        Investments in investment limited partnerships and similar investments, defined as securities by Article 2, Section 2 of the Financial Instruments and Exchange Act, are recognized at the net amount corresponding to the owning portion under the equity method based on the most recent financial statements available as of the reporting date stipulated in the partnership agreement.

      2. Inventories

        Merchandise and work in progress are stated by the specific identification method (balance sheet amounts are determined by the devaluation method based on the decline in profitability).

      3. Derivative financial instruments

        Derivative financial instruments are stated at fair value.

    2. Depreciation and amortization methods for material depreciable and amortizable assets

      1. Property, plant and equipment

        Depreciation of property, plant and equipment of the Company and its consolidated subsidiaries is computed by the straight-line method.

        The range of estimated useful lives is principally from 3 to 15 years for facilities attached to buildings and from 3 to 15 years for tools, furniture and fixtures.

      2. Intangible assets

        Amortization of intangible assets of the Company and its consolidated subsidiaries is computed by the straight-line method.

        Amortization of software for internal use is based on its estimated useful life (2 to 5 years).

    3. Accounting treatment for deferred assets Stock issuance costs

      Stock issuance costs are expensed as incurred.

    4. Standards on recognition of material allowances

      1. Allowance for doubtful accounts

        Allowance for doubtful accounts is provided for possible losses arising from bad debt at an amount determined based on the historical default rates for normal accounts, and an estimate of uncollectible amounts determined by reference to specific doubtful accounts.

      2. Provision for bonuses

        Provision for bonuses is provided for the prospective payments of bonuses to employees accrued by the end of the current fiscal year.

      3. Provision for stock-based compensation

        Provision for stock-based compensation is provided for the prospective payments of compensation under the stock compensation plan to directors and employees, based on the estimated amount of payments as of the end of the current consolidated fiscal year.

    5. Foreign currency translations

      All monetary receivables and payables denominated in foreign currencies are translated into Japanese yen at the spot exchange rates in effect at the balance sheet date. Foreign exchange gains and losses from the translation are included in the consolidated statement of income.

      Assets and liabilities of the foreign consolidated subsidiaries are translated into Japanese yen at the rates of exchange in effect at the balance sheet date, and revenue and expense accounts are translated at the average rates of exchange in effect during the year. Differences arising from the translation are presented as foreign currency translation adjustments in the net assets of the consolidated balance sheet.

    6. Amortization method and period of goodwill

      Goodwill is amortized on a straight-line method over reasonable years (5 years), determined on an individual case basis.

    7. Scope of cash and cash equivalents in the consolidated statement of cash flows

      Cash and cash equivalents consist of cash on hand, cash in banks and short-term investments that are readily convertible into cash and that are exposed to insignificant changes in value. Cash equivalents comprise short-term investments which mature or become due within 3 months of the date of acquisition.

    8. Reporting of significant revenues and expenses

      In the Group's primary business, the platform business, the Group primarily provides cloud accounting software services. These services are available for the duration of the contract, and the obligations are fulfilled over time. The Group recognizes revenue from contracts with customers over the period of services rendered that are transferred to the customer.

    9. Hedge accounting method

      1. Hedge accounting method

        In principle, deferred hedge accounting is applied.

        Short-cut method, "Furiate-Shori," is applied for foreign exchange reservations which are qualified for such treatment.

      2. Hedging instruments and hedged items

        • Hedging instruments.......Foreign exchange reservation

        • Hedged items.................Forecasted transactions denominated in foreign currencies

      3. Hedging policy

        The Company utilizes derivative financial instruments mainly for the purpose of hedging its exposure to adverse fluctuations in foreign currency exchange rates based on expected future payment amounts and other factors, but does not enter into such transactions for speculative purposes.

      4. Assessment of hedge effectiveness

The assessment of hedge effectiveness is omitted as the terms of hedged items are substantially same as those of hedging instruments, and it is expected that the changes in market values will continue to offset each other after the inception of the hedge.

(Significant accounting estimates)
  1. Valuation of goodwill

    1. Amount recorded in the consolidated financial statements for the current fiscal year

      (Thousands of yen)

      Fiscal year ended June 30, 2025

      Fiscal year ended June 30, 2026

      Goodwill 590,517 949,398

    2. Details of significant accounting estimates related to the identified items

      Goodwill as of the end of the current fiscal year arose mainly from the acquisitions of Logikura Inc., Apollo Inc., YUI Inc. and other companies.

      The Group makes groupings of assets in accordance with management accounting classifications based on business units to which goodwill is attributable. When there is an indication of impairment of goodwill and an assessment is made as to whether an impairment loss should be recognized, the total undiscounted future cash flows from the asset groups are estimated based on the future plans

      for each management accounting category where income and expenditure are continuously monitored. For the current fiscal year, the Group assessed whether there were any indications of impairment and determined that no such indications existed. In performing its impairment assessment, the Group

      treats the asset grouping (business unit) as the Platform business as a whole.

      Accounting estimates are subject to potential changes depending on future developments in the business environment and other factors, and if actual results differ from such estimates, the valuation of goodwill could be materially affected in the following fiscal yearʼs financial statements.

  2. Recoverability of deferred tax assets

    1. Amount recorded in the consolidated financial statements for the current fiscal year

      (Thousands of yen)

      Fiscal year ended June 30, 2025

      Fiscal year ended June 30, 2026

      Deferred tax assets, net 982,403 1,368,828

      Before offsetting against deferred tax liabilities for the prior year: 993,227 thousand yen Before offsetting against deferred tax liabilities for the current year: 1,534,781 thousand yen

    2. Details of significant accounting estimates related to the identified items

      The Group recognizes deferred tax assets based on the timing and amounts of future taxable income estimated in its business plan, to the extent that realization is expected. The timing and amounts of such taxable income may be affected by fluctuations in uncertain future economic conditions. If assumptions or forecasts regarding ARR and net sales change and the actual timing and amounts of taxable income differ from the original estimates, the amount of deferred tax assets could be materially affected in the following fiscal yearʼs financial statements.

      (Accounting standards issued but not yet adopted)
      • “Accounting Standard for Leases ” (ASBJ Statement No. 34, September 13, 2024)

      • “Implementation Guidance on Accounting Standard for Leases ” (ASBJ Guidance No. 33, September 13, 2024), etc.

  1. Overview

    As part of its efforts to make Japanese GAAP consistent with international accounting standards, the Accounting Standards Board of Japan (ASBJ) conducted deliberations, taking international accounting standards into account, toward the development of an accounting standard for leases under which a lessee recognizes assets and liabilities for all of its leases. As a result, the ASBJ issued the accounting standard for leases, etc., which, as its basic policy, is based on the single accounting model of IFRS 16 but incorporates only the major provisions of IFRS 16 rather than all of its provisions, with the aim of being simple and convenient and, in principle, requiring no adjustments even when the provisions of IFRS 16 are applied to non-consolidated financial statements.

    With respect to the lesseeʼs accounting treatment, as with IFRS 16, a single accounting model is applied to the method of allocating lease expenses of the lessee, under which depreciation of

    right-of-use assets and interest on lease liabilities are recorded for all leases, regardless of whether the lease is a finance lease or an operating lease.

  2. Scheduled date of adoption

    To be applied from the beginning of the fiscal year ending June 30, 2028.

  3. Effects of the application of the standards

The Company is currently in the process of determining the effects of the application of the “Accounting Standard for Leases, ” etc. on the consolidated financial statements.

(Changes in presentation)
  1. Consolidated balance sheet

    "Provision for stock-based compensation," which was included in "Other" under "Current liabilities," and "Provision for stock-based compensation," which was included in "Other" under "Non-current liabilities" in the prior fiscal year, have been presented as separate accounts in the current fiscal year due to their increased financial materiality. To reflect this change in presentation, consolidated financial statements for the prior fiscal year have been reclassified.

    As a result, 1,798,738 thousand yen presented as "Other" under "Current liabilities" in the consolidated balance sheet for the prior fiscal year has been reclassified into "Provision for stock-based compensation" of 11,784 thousand yen and "Other" of 1,786,953 thousand yen. Additionally, 77,697 thousand yen presented as "Other" under "Non-current liabilities" has been reclassified into "Provision for stock-based compensation" of 28,797 thousand yen and "Other" of 48,899 thousand yen.

  2. Consolidated statement of cash flows

"Increase (decrease) in provision for stock-based compensation," which was included in "Other, net" under "Cash flows from operating activities" in the prior fiscal year, has been presented as a separate account in the current fiscal year due to its increased financial materiality. To reflect this change in presentation, consolidated financial statements for the prior fiscal year have been reclassified.

As a result, 473,571 thousand yen presented as "Other, net" under "Cash flows from operating activities" in the consolidated statement of cash flows for the prior fiscal year has been reclassified into "Increase (decrease) in provision for stock-based compensation" of 24,502 thousand yen and "Other, net" of 449,069 thousand yen.

(Additional information)

(Incentive plan to grant company shares to employees through a trust)

At the Board of Directors meeting on July 18, 2025, the Company resolved to introduce the Employee Stock Ownership Plan (J-ESOP) (hereinafter referred to as "the Plan"), an incentive plan to grant the Company's shares to its employees.

  1. Outline of the Transaction

    The Plan is a scheme under which the Company grants its employees who meet certain requirements the Company's shares and cash equivalent to the fair value of such shares, based on the Stock Provision Rules stipulated by the Company.

    In order to acquire the shares to be granted in the future, the Company entrusts money to Custody Bank of Japan, Ltd. (Trust Account E) as trust assets for the Plan and the Custody Bank of Japan, Ltd. acquires the Company's shares by subscribing for the new shares issued by the Company using the entrusted money.

  2. Company shares remaining in the trust

The Company's shares remaining in the trust are recorded as "Treasury stock" under net assets at the book value in the trust (excluding incidental costs).

The book value and number of such treasury stock are 1,291,078 thousand yen and 332,324 shares, respectively, as of the end of the current consolidated fiscal year.

(Consolidated balance sheet)

*1

Assets pledged as collateral and liabilities secured by the collateral

Assets pledged as collateral

(Thousands of yen)

Fiscal year ended

June 30, 2025

Fiscal year ended

June 30, 2026

Segregated deposits

957,968

532,957

Secured liabilities

(Thousands of yen)

Fiscal year ended

June 30, 2025

Fiscal year ended

June 30, 2026

Short-term borrowings

5,000,000

14,300,000

In addition to the above, the deposited items with the Legal Affairs Bureau as business security deposits in accordance with the Building Lots and Buildings Transaction Business Law are as follows:

(Thousands of yen)

Fiscal year ended June 30, 2025

Fiscal year ended June 30, 2026

Lease and guarantee deposits 10,000 10,000

Further, the following lease and guarantee deposits have been deposited with the Legal Affairs Bureau in accordance with the Act on Provision of Financial Services and the Development of the Accessible Environment.

Fiscal year ended June 30, 2025

(Thousands of yen) Fiscal year ended

June 30, 2026

Lease and guarantee deposits 10,000 11,000

*2

Receivables from contracts with customers in accounts receivable are as follows:

Fiscal year ended June 30, 2025

(Thousands of yen) Fiscal year ended

June 30, 2026

Accounts receivable - trade 3,619,898 4,999,068

Investment securities relating to associates are as follows:

Fiscal year ended June 30, 2025

(Thousands of yen) Fiscal year ended

June 30, 2026

Investment securities (shares) 15,000 15,000

*4

For the purpose of efficiently procuring working capital for the credit card business and other operations, the Group has entered into overdraft agreements. The unused borrowing facilities under such overdraft agreements as of the end of the current fiscal year are as follows.

Fiscal year ended June 30, 2025

(Thousands of yen) Fiscal year ended

June 30, 2026

Total amount of overdraft agreements 11,500,000 24,500,000

Outstanding borrowings 9,600,000 14,300,000

Unused commitment 1,900,000 10,200,000

(Consolidated statement of income)

*1

Revenue from contracts with customers

With regard to net sales, revenue from contracts with customers and revenue from other sources are not separately presented. The amount of revenue from contracts with customers is as follows:

(Thousands of yen)

Fiscal year ended June 30, 2025

Fiscal year ended June 30, 2026

Revenue from contracts with customers 33,270,601 42,441,680

*2

Major components of selling, general and administrative expenses are as follows:

(Thousands of yen)

Fiscal year ended

Fiscal year ended

June 30, 2025

June 30, 2026

Research and development expenses

4,742,027

6,549,561

Salaries and allowances

7,017,255

8,364,423

Advertising expenses

4,208,334

4,637,945

Provision of allowance for doubtful accounts

51,641

53,842

Provision for bonuses

502,714

322,589

Provision for stock-based compensation

24,502

436,330

The total amount of research and development expenses included in general and administrative expenses is as follows:

Fiscal year ended June 30, 2025

(Thousands of yen) Fiscal year ended

June 30, 2026

Research and development expenses 4,742,027 6,549,561

*4

Components of gain on sale of non-current assets are as follows:

Fiscal year ended June 30, 2025

(Thousands of yen) Fiscal year ended

June 30, 2026

Tools, furniture and fixtures 22,880 7,911

(Consolidated statement of comprehensive income)

*

Reclassification adjustments and tax effects concerning other comprehensive income are as follows:

(Thousands of yen)

Valuation difference on available-for-sale securities

Fiscal year ended June 30, 2025

Fiscal year ended June 30, 2026

Amount arising during the period 10,050 19,002

Reclassification adjustments for gains and losses realized in net income

-

-

Before tax-effect adjustment

10,050

19,002

Amount of tax effects

3,327

(582)

Valuation difference on available-for-sale securities

6,722

19,584

Deferred gains or losses on hedges

Amount arising during the period

Reclassification adjustments for gains and losses realized in net income

(43,104)

-

38,847

(1,552)

Before tax-effect adjustment

(43,104)

37,295

Amount of tax effects

(13,093)

11,707

Deferred gains or losses on hedges

(30,011)

25,588

Foreign currency translation adjustment

Amount arising during the period 45 2,785

Reclassification adjustments for gains and losses

realized in net income - -

Before tax-effect adjustment

Amount of tax effects

45

-

2,785

-

Foreign currency translation adjustment

45

2,785

Total other comprehensive income

(23,243)

47,958

(Consolidated statement of changes in equity)

Fiscal year ended June 30, 2025

  1. Issued shares

    Types of shares Number of shares

    at July 1, 2024

    Increase Decrease Number of shares at June 30, 2025

    Common stock

    58,600,020

    664,590

    42,930

    59,221,680

    Total

    58,600,020

    664,590

    42,930

    59,221,680

    Overview of reasons for changes:

    Major details of the increase and decrease of Common stock are as follows:

    Exercise of stock acquisition rights 241,641 shares

    Issuance of new shares as restricted shares 422,949 shares

    Cancellation of treasury stock on August 5, 2024 42,930 shares

  2. Treasury stock

    Types of shares Number of shares

    at July 1, 2024

    Increase Decrease Number of shares at June 30, 2025

    Common stock

    42,930

    62,551

    42,930

    62,551

    Total

    42,930

    62,551

    42,930

    62,551

    Overview of reasons for changes:

    Major details of the increase and decrease of Treasury stock are as follows: Acquisition of shares without compensation under the restricted stock remuneration plan

    62,370 shares

    Acquisition of shares through purchase of odd-lot shares 181 shares Cancellation of treasury stock on August 5, 2024 42,930 shares

  3. Stock acquisition rights

    Company name

    Description

    Types of shares to be issued

    Number of shares to be issued

    Balance at June 30,

    2025

    (Thousands of yen)

    Number of shares at July 1, 2024

    Increase

    Decrease

    Number of shares at June 30,

    2025

    Filing company

    Stock acquisition rights as stock options

    -

    -

    -

    -

    -

    151,224

    Total

    -

    -

    -

    -

    151,224

  4. Dividend

    1. Amount of dividends paid Not applicable.

    2. Dividend whose effective date is in the next term though its reference date was in the current term

Not applicable.

Fiscal year ended June 30, 2026

  1. Issued shares

    Types of shares Number of shares

    at July 1, 2025

    Increase Decrease Number of shares at June 30, 2026

    Common stock

    59,221,680

    622,273

    62,551

    59,781,402

    Total

    59,221,680

    622,273

    62,551

    59,781,402

    Overview of reasons for changes:

    Major details of the increase and decrease of Common stock are as follows:

    Exercise of stock acquisition rights 196,599 shares

    Issuance of new shares as restricted shares 39,573 shares

    Issuance of new shares through a third-party allotment in connection with the contribution to the Employee Stock Ownership Plan (J-ESOP)

    386,101 shares

    Cancellation of treasury stock on August 18, 2025 62,551 shares

  2. Treasury stock

    Types of shares Number of shares

    at July 1, 2025

    Increase Decrease Number of shares at June 30, 2026

    Common stock

    62,551

    453,791

    116,328

    400,014

    Total

    62,551

    453,791

    116,328

    400,014

    Overview of reasons for changes:

    Major details of the increase and decrease of Treasury stock are as follows: Acquisition of shares without compensation under the restricted stock remuneration plan

    67,522 shares

    Acquisition of shares through purchase of odd-lot shares 168 shares Acquisition of treasury stock in connection with the additional contribution to

    the Employee Stock Ownership Plan (J-ESOP) based on the resolution of the Board of Directors

    386,101 shares

    Cancellation of treasury stock on August 18, 2025 62,551 shares

    Decrease due to the grant of shares to employees under the Employee Stock Ownership Plan (J-ESOP)

    53,777 shares

    (Note) The number of shares as of the end of the current fiscal year includes 332,324 shares of the Company held by Custody Bank of Japan, Ltd. (Trust Account E) as trust assets under the Employee Stock Ownership Plan (J-ESOP).

  3. Stock acquisition rights

    Company name

    Description

    Types of shares to be issued

    Number of shares to be issued

    Balance at June 30,

    2026

    (Thousands of yen)

    Number of shares at July 1, 2025

    Increase

    Decrease

    Number of shares at June 30,

    2026

    Filing company

    Stock acquisition rights as stock options

    -

    -

    -

    -

    -

    90,389

    Total

    -

    -

    -

    -

    90,389

  4. Dividend

    1. Amount of dividends paid Not applicable.

    2. Dividend whose effective date is in the next term though its reference date was in the current term

Not applicable.

(Consolidated statement of cash flows)

*1

A reconciliation between cash and cash equivalents in the consolidated statement of cash flows, and cash and deposits in the consolidated balance sheet is as follows:

(Thousands of yen)

Fiscal year ended

Fiscal year ended

June 30, 2025

June 30, 2026

Cash and deposits

35,789,632

36,187,021

Segregated deposits of J-ESOP trust

-

(7,590)

Cash and cash equivalents

35,789,632

36,179,431

*2

Major components of assets and liabilities of consolidated subsidiaries in which the Company newly acquired shares.

Fiscal year ended June 30, 2025

The components of assets and liabilities at the beginning of the consolidation as the Company newly acquired the shares of Apollo Inc., and reconciliation between the acquisition costs and the payments for the shares, net are as follows:

(Thousands of yen)

Current assets

19,258

Non-current assets

6,212

Goodwill

409,109

Current liabilities

(15,902)

Non-current liabilities

(18,479)

Acquisition costs

400,200

Cash and cash equivalents

(19,220)

Payments for acquisition, net

(380,979)

The components of assets and liabilities at the beginning of the consolidation as the Company newly acquired the shares of YUI Inc., and reconciliation between the acquisition costs and the payments for the shares, net are as follows:

(Thousands of yen)

Current assets

22,162

Non-current assets

10

Goodwill

269,748

Current liabilities

(23,397)

Non-current liabilities

-

Acquisition costs

268,523

Cash and cash equivalents

(20,505)

Payments for acquisition, net

(248,018)

Fiscal year ended June 30, 2026

The components of assets and liabilities at the beginning of the consolidation as the Company newly acquired the shares of freenance K.K., and reconciliation between the acquisition costs and the payments for the shares, net are as follows:

(Thousands of yen)

Current assets

1,235,571

Non-current assets

3,443

Goodwill

16,921

Current liabilities

(154,915)

Non-current liabilities

-

Acquisition costs

1,101,021

Cash and cash equivalents

(772,540)

Payments for acquisition, net

(328,481)

The components of assets and liabilities at the beginning of the consolidation as the Company newly acquired the shares of Logikura Inc., and reconciliation between the acquisition costs and the payments for the shares, net are as follows:

(Thousands of yen)

Current assets

85,845

Non-current assets

2,497

Goodwill

501,271

Current liabilities

(58,661)

Non-current liabilities

(90,953)

Acquisition costs

439,999

Cash and cash equivalents

(55,374)

Payments for acquisition, net

(384,625)

*3

Significant non-cash transactions

Fiscal year ended June 30, 2025

(Thousands of yen) Fiscal year ended

June 30, 2026

Significant asset retirement obligations recognized - 436,249

(Lease transactions)

Operating lease transactions (As lessee)

Future minimum lease payments under non-cancellable operating lease contracts are as follows:

(Thousands of yen)

Fiscal year ended June 30, 2025

Fiscal year ended June 30, 2026

Due in one year or less

708,841

936,016

Due after one year

708,828

170,390

Total

1,417,670

1,106,406

(Financial instruments)
  1. Conditions of financial instruments

    1. Company policy for financial instruments

      The Groupʼs fund management is limited to short-term cash deposits and other low-risk investments. For financing, the Group raises funds through third-party allotments of new shares and other means in accordance with its funding plans, while working capital for businesses such as the credit card business is procured through bank borrowings and other means in response to funding needs. With respect to derivative transactions, the Group uses them mainly for the purpose of hedging against foreign exchange fluctuation risk and has a policy of not engaging in speculative transactions.

    2. Nature and extent of risks arising from financial instruments

      Accounts receivable - trade, purchased receivables and advances paid are exposed to customer credit risk. Lease and guarantee deposits are mainly related to the lease agreement of the headquarters office and exposed to the counterpartyʼs credit risk. Other payable and income taxes payable are due within one year. Investment securities are exposed to the issuersʼ credit risks.

      Foreign exchange reservations are used to hedge against the adverse impact of fluctuations in foreign currency exchange rates on foreign currency denominated payables.

      Short-term borrowings are used for financing related to the card business. Short-term borrowings with variable interest rates are exposed to the risk of interest rate fluctuations.

      Hedging instruments, hedged items, hedging policy, and assessment of hedge effectiveness are stated in "4. Accounting policies - (9) Hedge accounting method" under (Material matters that serve as the basis for preparation of consolidated financial statements).

    3. Risk management for financial instruments

      1. Credit risk management

        As to accounts receivable - trade, in accordance with internal rules of credit control, the Group controls due dates and balances of individual customers and monitors their financial conditions to identify and reduce the default risk of the counterparties at an early stage. As to investment securities, the Group periodically reviews the financial condition of the issuer and continuously reviews its holdings.

      2. Liquidity risk management

        The Group prepares and updates internal funds management plans in a timely manner based on the reports submitted by each department. In addition, the Group maintains a certain level of liquidity on hand, thereby managing liquidity risk.

      3. Market risk management

        The Group uses derivative transactions for the purpose of hedging risks of foreign currency exchange fluctuations on trade payables denominated in foreign currencies. These derivative transactions of the Group are carried out pursuant to the internal rules that stipulate transaction authority. Short-term borrowings with variable interest rates are exposed to the risk of interest rate fluctuations. However, the Group regularly monitors the market interest rate conditions.

    4. Supplementary information on fair values of financial instruments

      Since variable factors are reflected in estimating the fair value, different assumptions and factors could result in a different fair value.

      The contract amounts of derivative transactions in the note "Derivative transaction" are not in themselves indicative of the market risk associated with the derivative transactions.

  2. Fair values of financial instruments

    Carrying amounts, fair values, and differences of financial instruments are as follows.

    (Thousands of yen)

    Fiscal year ended June 30, 2025 Carrying amount Fair value Difference Assets:

    Investment securities

    Available-for-sale securities 50,000

    50,000

    -

    Lease and guarantee deposits 904,807

    889,797

    (15,009)

    Total 954,807

    939,797

    (15,009)

    Liabilities:

    Long-term other payable 10,000

    9,922

    (77)

    Total 10,000

    9,922

    (77)

    Derivative transactions (*2) 6,381

    6,381

    -

    *1: Cash and deposits, accounts receivable, advances paid, short-term borrowings, segregated deposits, other payable, accrued expenses and income taxes payable are omitted because they are cash or are settled within a short time and the fair value is almost equal to the book value.

    *2: Net receivables and payables, which were derived from derivative transactions, are presented in net amounts.

    *3: Non-marketable securities

    (Thousands of yen) Fiscal year ended

                                                                 June 30, 2025       Unlisted shares (*1) 56,585

    Investments in investment partnerships (*2) 317,431

    *1: Unlisted shares are not included in the table because they do not have quoted market prices.

    *2: Investments in investment partnerships are not subject to fair value disclosure in accordance with Paragraph 24-16 of the "Guidance on Accounting Standard for Measurement of Fair Value" (ASBJ Guidance No. 31, June 17, 2021).

    (Thousands of yen)

    Fiscal year ended June 30, 2026 Carrying amount Fair value Difference Assets:

    Investment securities

    Available-for-sale securities 70,849

    70,849

    -

    Lease and guarantee deposits 1,107,519

    843,392

    (264,126)

    Total 1,178,368

    914,242

    (264,126)

    Derivative transactions (*2) 45,229

    45,229

    -

    *1: Cash and deposits, accounts receivable, purchased receivables, advances paid, segregated deposits, short-term borrowings, other payable, accrued expenses and income taxes payable are omitted because they are cash or are settled within a short time and the fair value is almost equal to the book value.

    *2: Net receivables and payables, which were derived from derivative transactions, are presented in net amounts.

    *3: Non-marketable securities

    (Thousands of yen) Fiscal year ended

                                                                 June 30, 2026       Unlisted shares (*1) 63,787

    Investments in investment partnerships (*2) 298,636

    *1: Unlisted shares are not included in the table because they do not have quoted market prices.

    *2: Investments in investment partnerships are not subject to fair value disclosure in accordance with Paragraph 24-16 of the "Guidance on Accounting Standard for Measurement of Fair Value" (ASBJ Guidance No. 31, June 17, 2021).

    Footnotes:

    1. Redemption schedule for monetary claims after the consolidated closing date

      Fiscal year ended June 30, 2025

      (Thousands of yen)

      Due in 1 year or less

      Due after 1 year through 5 years

      Due after 5 years through 10 years

      Due after 10 years

      Cash and deposits

      35,789,632

      -

      -

      -

      Accounts receivable - trade

      3,619,898

      -

      -

      -

      Advances paid

      3,982,166

      -

      -

      -

      Segregated deposits

      957,968

      -

      -

      -

      Lease and guarantee deposits

      -

      806,284

      21,622

      76,900

      Total assets

      44,349,666

      806,284

      21,622

      76,900

      Fiscal year ended June 30, 2026

      (Thousands of yen)

      Due in 1 year or less

      Due after 1 year through 5 years

      Due after 5 years through 10 years

      Due after 10 years

      Cash and deposits

      36,187,021

      -

      -

      -

      Accounts receivable - trade

      4,999,068

      -

      -

      -

      Purchased receivables

      1,536,610

      -

      -

      -

      Advances paid

      7,158,047

      -

      -

      -

      Segregated deposits

      532,957

      -

      -

      -

      Lease and guarantee deposits

      64,997

      40,004

      24,800

      977,717

      Total assets

      50,478,702

      40,004

      24,800

      977,717

    2. The scheduled repayment amounts of other interest-bearing debt following the consolidated closing date

      Fiscal year ended June 30, 2025

      (Thousands of yen)

      1 year or less

      1-2 years

      2-3 years

      3-4 years

      4-5 years

      5 years over

      Short-term borrowings

      9,600,000

      -

      -

      -

      -

      -

      Total liabilities

      9,600,000

      -

      -

      -

      -

      -

      Fiscal year ended June 30, 2026

      (Thousands of yen)

      1 year or less

      1-2 years

      2-3 years

      3-4 years

      4-5 years

      5 years over

      Short-term borrowings

      14,300,000

      -

      -

      -

      -

      -

      Total liabilities

      14,300,000

      -

      -

      -

      -

      -

  3. Fair value of financial instruments by levels

    The fair value of financial instruments is classified into the following three levels based on the observability and materiality of the inputs used to calculate fair value.

    Level 1: Fair value derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

    Level 2: Fair value derived from inputs observable directly or indirectly that are not included in Level 1 inputs.

    Level 3: Fair value derived from material unobservable inputs.

    When multiple inputs that have a significant impact on the fair value calculation are used, the fair value is classified at the lowest level.

    1. Financial assets measured at fair value

      Fiscal year ended June 30, 2025

      (Thousands of yen)

      Classification

      Fair value

      Level 1

      Level 2

      Level 3

      Total

      Investment securities

      Available-for-sale securities

      -

      -

      50,000

      50,000

      Derivative transactions

      -

      6,381

      -

      6,381

      Total assets

      -

      6,381

      50,000

      56,381

      Fiscal year ended June 30, 2026

      (Thousands of yen)

      Classification

      Fair value

      Level 1

      Level 2

      Level 3

      Total

      Investment securities

      Available-for-sale securities

      20,849

      -

      50,000

      70,849

      Derivative transactions

      -

      45,229

      -

      45,229

      Total assets

      20,849

      45,229

      50,000

      116,078

    2. Financial assets and financial liabilities other than those measured at fair value Fiscal year ended June 30, 2025

(Thousands of yen)

Classification

Fair value

Level 1

Level 2

Level 3

Total

Lease and guarantee deposits

-

889,797

-

889,797

Total assets

-

889,797

-

889,797

Long-term other payable

-

9,922

-

9,922

Total liabilities

-

9,922

-

9,922

Fiscal year ended June 30, 2026

(Thousands of yen)

Classification

Fair value

Level 1

Level 2

Level 3

Total

Lease and guarantee deposits

-

843,392

-

843,392

Total assets

-

843,392

-

843,392

(Note) Valuation techniques and inputs are as follows:

Investment securities

Listed shares are valued using market prices. Since listed shares are traded in active markets, they are classified as Level 1 fair value.

In addition, stock acquisition rights for unlisted shares are measured based on the best available information obtained from the issuing company, taking into account the issuerʼs credit status and business progress, and are classified as Level 3 fair value.

Derivative transactions

Fair value of currency-related transactions is calculated based on fair value information obtained from counterparty financial institutions and is classified as Level 2 fair value.

Lease and guarantee deposits

Fair value of lease and guarantee deposits is calculated as the present value of future cash flows discounted at an appropriate index such as the yield on Japanese government bonds, and is classified as Level 2 fair value.

Long-term other payable

Fair value of long-term other payable is calculated as the present value discounted at an appropriate index such as the yield on Japanese government bonds, and is classified as Level 2 fair value.

(Investment securities)
  1. Available-for-sale securities

    Fiscal year ended June 30, 2025

    (Thousands of yen)

    Types

    of securities

    Carrying amount

    Acquisition cost

    Difference

    Securities whose carrying amount exceeds their acquisition cost

    Others

    -

    -

    -

    Subtotal

    -

    -

    -

    Securities whose carrying amount does not exceed their acquisition cost

    Others

    50,000

    50,000

    -

    Subtotal

    50,000

    50,000

    -

    Total

    50,000

    50,000

    -

    Note:

    Unlisted securities of 42,756 thousand yen, investments in associates of 13,829 thousand yen, and investments in investment partnerships of 317,431 thousand yen are not included in the table above because they are shares and other securities without a market price.

    Fiscal year ended June 30, 2026

    (Thousands of yen)

    Types

    of securities

    Carrying amount

    Acquisition cost

    Difference

    Securities whose carrying amount exceeds their acquisition cost

    Stock

    -

    -

    -

    Others

    -

    -

    -

    Subtotal

    -

    -

    -

    Securities whose carrying amount does not exceed their acquisition cost

    Stock

    20,849

    49,999

    (29,150)

    Others

    50,000

    50,000

    -

    Subtotal

    70,849

    99,999

    (29,150)

    Total

    70,849

    99,999

    (29,150)

    Note:

    Unlisted securities of 50,089 thousand yen, investments in associates of 13,697 thousand yen, and investments in investment partnerships of 298,636 thousand yen are not included in the table above because they are shares and other securities without a market price.

  2. Available-for-sale securities sold during the fiscal year Fiscal year ended June 30, 2025

    Not applicable.

    Fiscal year ended June 30, 2026 Not applicable.

  3. Securities subject to the recognition of impairment losses Fiscal year ended June 30, 2025

An impairment loss of 28,867 thousand yen was recognized for investment securities (shares classified as available-for-sale securities: 28,867 thousand yen).

Fiscal year ended June 30, 2026

An impairment loss of 32,650 thousand yen was recognized for investment securities (shares classified as available-for-sale securities: 32,650 thousand yen).

(Derivative transaction)

Derivative transactions for which hedge accounting is not adopted

  1. Currency-related transactions

    Fiscal year ended June 30, 2025 Not applicable.

    Fiscal year ended June 30, 2026

    (Thousands of yen)

    Category

    Type of transaction

    Notional amounts

    Portion due after one year included herein

    Fair value

    Valuation gain (loss)

    Transactions other than market transactions

    Foreign

    exchange reservation

    USD

    149,541

    -

    1,552

    1,552

    Total

    149,541

    -

    1,552

    1,552

    Note: Fair value is calculated based on prices obtained from counterparty financial institutions.

  2. Interest-related transaction

Fiscal year ended June 30, 2025 Not applicable.

Fiscal year ended June 30, 2026 Not applicable.

Derivative transactions for which hedge accounting is adopted

  1. Currency-related transactions

    Fiscal year ended June 30, 2025

    (Thousands of yen)

    Method of hedge accounting

    Type of transaction

    Major hedged items

    Notional amounts

    Portion due after one year included herein

    Fair value

    Short-cut method (Furiate-Shori)

    Foreign

    exchange reservation

    USD

    Forecasted transactions denominated in foreign currencies

    1,694,591

    -

    6,381

    Total

    1,694,591

    -

    6,381

    Note: Fair value is calculated based on prices obtained from counterparty financial institutions.

    Fiscal year ended June 30, 2026

    (Thousands of yen)

    Method of hedge accounting

    Type of transaction

    Major hedged items

    Notional amounts

    Portion due after one year included herein

    Fair value

    Short-cut method (Furiate-Shori)

    Foreign

    exchange reservation

    USD

    Forecasted transactions denominated in foreign currencies

    3,035,443

    -

    43,677

    Total

    3,035,443

    -

    43,677

    Note: Fair value is calculated based on prices obtained from counterparty financial institutions.

  2. Interest-related transaction

Fiscal year ended June 30, 2025 Not applicable.

Fiscal year ended June 30, 2026 Not applicable.

(Stock options, etc.) freee K.K.
  1. Amount recognized as expense and account item of stock options Not applicable.

  2. Amount recognized as profit due to forfeiture of stock options which were not exercised

    Fiscal year ended June 30, 2025

    (Thousands of yen) Fiscal year ended June 30, 2026

    Gain on reversal of stock acquisition rights 9,515 46,785

  3. Details, scale, and fluctuation status of stock options

    Stock options that existed during the current consolidated fiscal year (ended June 30, 2026) are covered, and the number of stock options is converted into the number of shares.

    The number of shares is restated to reflect a 1000-for-1 stock split that was effective on September 18, 2014, and a 3-for-1 stock split that was effective on September 25, 2019.

    1. Details of stock options

      No.

      Grantees

      Number of shares of common stock

      Date of grant

      Exercise period

      10th

      130 employees of the Company

      353,235 shares

      September 29,

      2017

      From September 29, 2019

      to September 28, 2027

      12th

      206 employees of the Company

      453,450 shares

      August 14, 2018

      From September 29, 2019

      to September 28, 2027

      14th

      Two directors of the Company Two directors of subsidiary

      192 employees of the Company

      937,875 shares

      February 5, 2019

      From February 5, 2021

      to February 4, 2029

      16th

      1 director of the Company

      2 directors of subsidiary

      259 employees of the Company

      861,150 shares

      April 9, 2019

      From April 9, 2021

      to April 8, 2029

      18th

      2 directors of the Company

      1 employee of the Company

      390,000 shares

      June 1, 2019

      From June 1, 2019

      to May 31, 2029

      19th

      14 employees of the Company

      102,900 shares

      June 11, 2019

      From June 11, 2021

      to June 10, 2029

      20th

      1 director of the Company

      2 directors of subsidiary

      68 employees of the Company

      370,275 shares

      June 30, 2019

      From June 30, 2021

      to June 29, 2029

      22nd

      4 directors of the Company

      13 employees of the Company

      54,962 shares

      October 30, 2020

      From October 1, 2022

      to October 29, 2028

      Footnotes:

      The grantees are not required to complete any specified period of service in order to exercise stock acquisition rights.

    2. Scale and fluctuation status of stock options

      1. Number of stock options

        Shares

        10th Stock options 12th Stock options 14th Stock options

        Non-vested (Number of shares)

        Outstanding as of June 30, 2025

        -

        -

        -

        Granted

        -

        -

        -

        Forfeited

        -

        -

        -

        Vested

        -

        -

        -

        Outstanding as of June 30, 2026

        Vested (Number of shares)

        -

        -

        -

        Outstanding as of June 30, 2025

        2,004

        27,303

        87,489

        Vested

        -

        -

        -

        Exercised

        702

        25,203

        44,388

        Forfeited

        -

        -

        300

        Outstanding as of June 30, 2026

        1,302

        2,100

        42,801

        Shares

        16th Stock options 18th Stock options 19th Stock options

        Non-vested (Number of shares)

        Outstanding as of June 30, 2025

        -

        -

        -

        Granted

        -

        -

        -

        Forfeited

        -

        -

        -

        Vested

        -

        -

        -

        Outstanding as of June 30, 2026

        -

        -

        -

        Vested (Number of shares)

        Outstanding as of June 30, 2025

        137,820

        90,000

        1,800

        Vested

        -

        -

        -

        Exercised

        32,304

        90,000

        -

        Forfeited

        300

        -

        -

        Outstanding as of June 30, 2026

        105,216

        -

        1,800

        Shares

        20th Stock options 22nd Stock options

        Non-vested (Number of shares)

        Outstanding as of June 30, 2025

        -

        -

        Granted

        -

        -

        Forfeited

        -

        -

        Vested

        -

        -

        Outstanding as of June 30, 2026

        Vested (Number of shares)

        -

        -

        Outstanding as of June 30, 2025

        64,506

        35,420

        Vested

        -

        -

        Exercised

        4,002

        -

        Forfeited

        300

        12,214

        Outstanding as of June 30, 2026

        60,204

        23,206

      2. Price information

        10th Stock options 12th Stock options 14th Stock options

        Exercise price (Yen)

        1

        1

        505

        Average stock price at exercise (Yen)

        2,291

        3,351

        3,015

        Fair value at date of grant (Yen) 338

        504

        -

        16th Stock options

        18th Stock options

        19th Stock options

        Exercise price (Yen) 505

        505

        505

        Average stock price at exercise (Yen) 3,380

        2,061

        -

        Fair value at date of grant (Yen) -

        -

        -

        20th Stock options

        22nd Stock options

        Exercise price (Yen) 505

        8,240

        Average stock price at exercise (Yen) 3,325

        -

        Fair value at date of grant (Yen) -

        3,830

  4. Estimation method of fair value of stock options granted From 10th Stock options to 20th Stock options

    As the Company was an unlisted company as of the date of grant of stock options, fair value per unit of the stock option is estimated based on the estimated intrinsic value per unit. The value of the Companyʼs stock serving as the basis for calculating intrinsic value per unit is determined upon the DCF (Discounted Cash Flow) method, etc.

  5. Estimation method of number of stock options vested

    Since it is difficult to reasonably estimate the number of stock options that will expire in the future, the number of stock options vested was calculated based solely on historical data for the number of stock options that have actually been forfeited.

  6. Total intrinsic value of stock options at the end of the current fiscal year in case of calculating based on the intrinsic value per unit of stock options, and the total intrinsic value at the exercise date of stock options exercised during the current fiscal year

(Thousands of yen) Total intrinsic value of stock options as of the date of the current fiscal year end 319,928

Total intrinsic value of stock options at the date of exercise that were exercised during the current fiscal year

441,640

(Tax effect accounting)

1. Significant components of deferred tax assets and liabilities

(Thousands of yen)

Fiscal year ended

Fiscal year ended

June 30, 2025

June 30, 2026

Deferred tax assets:

Stock-based compensation expenses

233,322

390,512

Depreciation and amortization

909,598

755,593

Asset retirement obligations

483,484

622,862

Tax loss carryforwards *2

9,946,486

9,567,259

Loss on valuation of investment securities

58,985

69,277

Allowance for doubtful accounts

41,101

380,771

Impairment losses

964,956

853,535

Asset adjustment account

176,000

126,748

Other

323,849

395,393

Subtotal deferred tax assets

13,137,785

13,161,953

Valuation allowance for tax loss carryforwards for tax

purposes *2

(9,946,486)

(9,231,763)

Valuation allowance for future deductible amounts

(2,198,072)

(2,395,407)

Subtotal less valuation allowance *1

(12,144,558)

(11,627,171)

Total deferred tax assets

993,227

1,534,781

Deferred tax liabilities:

Removal cost related to asset retirement obligations

-

(132,224)

Deferred gains or losses on hedges

(2,059)

(13,767)

Valuation difference on available-for-sale securities

(8,764)

(8,181)

Retained earnings of consolidated subsidiaries

(6,304)

(11,779)

Total deferred tax liabilities

(17,128)

(165,953)

Net deferred tax liabilities

976,098

1,368,828

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