EX-99.2 3 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

LogProstyle Inc.

CONSOLIDATED BALANCE SHEETS

(Yen in thousands)

 

  

September 30,

2025

  

March 31,

2025

 
    (unaudited)      
ASSETS          
Current assets          
Cash and cash equivalents  ¥1,161,203   ¥2,120,515 
Trade notes and accounts receivable, net   97,590    138,373 
Inventories, net   15,036,477    13,612,387 
Consumption tax receivable   137,380    5,749 
Short-term investments   156,214    182,030 
Other current assets   536,948    353,579 
Total current assets   17,125,812    16,412,633 
Non-current assets          
Property, plant and equipment, net   424,770    357,527 
Operating lease right-of-use assets   4,246,457    4,481,941 
Software   25,349    27,792 
Leasehold and guarantee deposits   395,137    465,968 
Deferred tax assets   435,123    458,767 
Other non-current assets   776,860    363,608 
Allowance for credit losses   (75,044)   (84,048)
Total non-current assets   6,228,652    6,071,555 
Total assets  ¥23,354,464   ¥22,484,188 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-3

 

 

LogProstyle Inc.

CONSOLIDATED BALANCE SHEETS

(Yen in thousands, except share data)

 

  

September 30,

2025

  

March 31,

2025

 
   (unaudited)     
LIABILITIES          
Current liabilities          
Accounts payable  ¥303,760   ¥597,708 
Accrued expenses   148,554    112,661 
Short-term loans   1,861,566    1,885,259 
Current portion of bonds   6,323    28,620 
Current portion of long-term loans   4,001,512    4,025,343 
Operating lease liabilities, current   475,229    463,129 
Finance lease liabilities, current   8,019    8,400 
Contract liabilities   91,659    252,260 
Income taxes payable   256,081    248,885 
Other current liabilities   176,528    254,956 
Total current liabilities   7,329,231    7,877,221 
Non-current liabilities          
Bond   38,720    - 
Long-term loans   8,010,676    6,858,607 
Operating lease liabilities, non-current   3,863,265    4,090,933 
Finance lease liabilities, non-current   15,228    19,062 
Other non-current liabilities   126,351    121,146 
Total non-current liabilities   12,054,240    11,089,748 
Total liabilities  ¥19,383,471   ¥18,966,969 
SHAREHOLDERS’ EQUITY          
Common shares: 81,498,000 shares authorized, 23,652,110 shares issued and 23,628,452 shares outstanding as of September 30, 2025 and March 31, 2025 with no stated value.  ¥924,817   ¥924,817 
Capital surplus   1,445,333    1,445,333 
Additional paid in capital   (197,466)   (238,115)
Retained earnings   1,813,103    1,397,387 
Treasury shares   (2,539)   (2,539)
Accumulated other comprehensive loss   (12,255)   (9,664)
Total shareholders’ equity   3,970,993    3,517,219 
Total liabilities and equity  ¥23,354,464   ¥22,484,188 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-4

 

 

LogProstyle Inc.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Yen in thousands, except share and per share data)

 

  

For the Six Months Ended

September 30,

 
   2025   2024 
Revenue:  ¥10,324,388   ¥10,518,468 
Cost of revenue   (8,128,849)   (8,768,666)
Gross profit   2,195,539    1,749,802 
           
Operating expenses          
Selling, general and administrative expenses   (1,311,386)   (1,077,092)
Total operating expenses   (1,311,386)   (1,077,092)
           
Operating income   884,153    672,710 
           
Other income (expenses):          
Interest expenses   (126,237)   (109,535)
Other income, net   5,301    5,871 
Total other expenses   (120,936)   (103,664)
           
Income before income taxes   763,217    569,046 
Income tax expenses   (268,798)   (199,891)
Net income   494,419    369,155 
           
Other comprehensive income (loss)          
Foreign currency translation adjustment   (2,591)   (9,114)
Total comprehensive income  ¥491,828   ¥360,041 
Earnings per share:          
Basic  ¥20.90   ¥17.05 
Diluted   20.68    17.05 
Weighted average number of shares of common stock outstanding          
Basic   23,652,110    21,652,110 
Diluted   23,906,208    21,652,110 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-5

 

 

LogProstyle Inc.

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Yen in thousands, except share data)

 

   Common Shares   Capital   Additional paid in   Retained   Treasury shares         
   Shares   Amount   Surplus   capital   Earnings   Shares   Amount   AOCI   Total 

Balance at March 31, 2024

   21,652,110   ¥235,001   ¥755,517   ¥148,392   ¥643,766    23,658   ¥(2,539)  ¥(17,320)  ¥1,762,817 
                                              
Net income   -    -    -    -    369,155    -    -    -    369,155 
Other comprehensive loss   -    -    -    -    -    -    -    (9,114)   (9,114)
Stock-based compensation   -    -    -    -    -    -    -    -    - 
Payments for dividends   -    -    -    -    -    -    -    -    - 

Balance at September 30, 2024

   21,652,110   ¥235,001   ¥755,517   ¥148,392   ¥1,012,921    23,658   ¥(2,539)  ¥(26,434)  ¥2,122,858 

 

   Common Shares   Capital   Additional paid in   Retained   Treasury shares         
   Shares   Amount   Surplus   capital   Earnings   Shares   Amount   AOCI   Total 

Balance at March 31, 2025

   23,652,110   ¥924,817   ¥1,445,333   ¥(238,115)  ¥1,397,387    23,658   ¥(2,539)  ¥(9,664)  ¥3,517,219 
                                              
Net income   -    -    -    -    494,419    -    -    -    494,419 
Other comprehensive loss   -    -    -    -    -    -    -    (2,591)   (2,591)
Stock-based compensation   -    -    -    40,649    -    -    -    -    40,649 
Payments for dividends   -    -    -    -    (78,703)   -    -    -    (78,703)

Balance at September 30, 2025

   23,652,110   ¥924,817   ¥1,445,333   ¥(197,466)  ¥1,813,103    23,658   ¥(2,539)  ¥(12,255)  ¥3,970,993 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-6

 

 

LogProstyle Inc.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Yen in thousands)

 

  

For the Six Months Ended

September 30,

 
   2025   2024 
Cash flows from operating activities:          
Net income  ¥494,419   ¥369,155 
Depreciation and amortization   42,794    50,249 
Amortization of debt issuance costs   32,222    34,665 
Stock-based compensation expenses   40,649    - 
Deferred income taxes   23,644    95,736 
Provision of allowance for credit losses   (9,004)   - 
Changes in operating assets and liabilities:          
Decrease in trade notes and accounts receivable, net   40,783    51,518 
(Increase) decrease in inventories, net   (1,424,090)   1,339,815 
(Increase) decrease in consumption taxes receivable   (131,631)   22,899 
(Increase) decrease in prepaid expenses   (195,177)   12,795 
(Increase) in advances to vendors   (9,313)   (42,793)
Decrease (increase) in leasehold and guarantee deposits   70,831    (7,875)
(Increase) decrease in long-term prepaid expenses   (406,129)   125 
Increase in accounts payables   38,018    943 
Increase (decrease) in accrued expenses   35,893    (100,303)
Increase in income taxes payable   7,196    42,200 
(Decrease) in contract liabilities   (160,601)   (59,719)
Increase in deposits received   28,773    12,060 
Other, net   (59,989)   71,689 
Net cash flows (used in) provided by operating activities   (1,540,712)   1,893,159 
           
Cash flows from investing activities:          
Purchase of short-term investments   (30,064)   (118,000)
Proceeds from sales of short-term investments   55,880    73,800 
Purchases of property, plant and equipment, net   (104,682)   (32,745)
Purchases of software   (2,584)   (15,963)
Purchases of long-term investments   -    (270,000)
Purchases of investments in capital   (3,270)   (1,220)
Other, net   -    (77)
Net cash flows used in investing activities   (84,720)   (364,205)
           
Cash flows from financing activities:          
(Decrease) increase in short-term borrowings, net   (20,681)   127,254 
Borrowings from long-term loans   7,180,708    4,633,208 
Repayments for long-term loans   (6,030,730)   (6,728,724)
Proceeds from issuance of bonds   50,000    - 
Redemption of bonds   (28,620)   (24,640)
Payments for finance leases   (4,216)   (4,148)
Payment for debt issuance costs   (68,504)   (15,304)
Payments for dividends   (78,703)     
Payments of listing expenses   (331,966)   (100,180)
Net cash flows provided by (used in) financing activities   667,288    (2,112,534)
Effect of exchange rate changes on cash, cash equivalents and restricted cash   (1,168)   2,830 
Net (decrease) in cash and cash equivalents   (959,312)   (580,750)
Cash and cash equivalents at the beginning of period   2,120,515    1,218,241 
Cash and cash equivalents at the end of period  ¥1,161,203   ¥637,491 
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Cash paid for interest  ¥279,310   ¥255,293 
Cash paid for taxes  ¥260,665   ¥67,666 
Cash refund for taxes   884    3,348 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-7

 

 

LogProstyle Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND BUSINESS

 

Description of Business

 

LogProstyle Inc. (“the Company”) and its subsidiaries (collectively, the “Group”) operate in Japan through our subsidiaries as a real estate developer and real estate management company. Our subsidiaries primarily offer three types of services: (i) provision of real estate-related services, such as design and renovation, and real estate development, (ii) hotel management and accommodation, and (iii) additional services such as the sale of housing equipment and materials, restaurant operation, and information technology consulting.

 

On April 5, 2025, LogProstyle signed a Memorandum of Association (MoA) with the Dubai Department of Economy and Tourism (DET) and established a new entity, “LogProstyle Inc For Hotel Management CO. L.L.C S.O.C” (LogProstyle Dubai).

 

The consolidated financial statements of the Group include the Company and the entities below:

 

   Date of Incorporation
or Acquisition
  Place of
Incorporation
  Percentage of
Direct or
Indirect
Economic
Ownership
 
Subsidiaries           
Prostyle Inc.  February 2017  Japan   100.0%
LogSuite Inc.  August 2006  Japan   100.0%
LogAsset Inc.  February 2023  Japan   100.0%
LogArchitects Inc.  September 2015  Japan   100.0%
Chino Building Management Inc.  February 2015  Japan   100.0%
ProstyleRyokan Inc.  May 2017  Japan   100.0%
Okinawa Igeto Inc.  January 2018  Japan   100.0%
Kotakino Inc.  September 2013  Japan   100.0%
LogKnot Vietnam Co., Ltd.  August 2021  Vietnam   100.0%
Propolife Vietnam Co., Ltd.  October 2015  Vietnam   100.0%
Yantai Propolife Wood Industry Co., Ltd.  November 2016  China   100.0%
LogProstyle US Inc.  December 2024  US   100.0%
LogProstyle Inc For Hotel Management CO. L.L.C S.O.C  April 2025  UAE   100.0%

 

On August 30, 2024, the Company purchased a 40.8% interest for an investment in a condominiums in Miyanomori, Hokkaido for ¥270,000 thousand. The investment, which is classified as a long-term investments. The purchase was accounted for as an equity-method investment under ASC 323, Investments – Equity Method and Joint Ventures, and continues to be accounted for under the equity method of accounting.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States.

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

 

There are 5 subsidiaries as of September 30, 2025 and 4 subsidiaries as of March 31, 2025, respectively, which have different fiscal year-ends from that of the Company. These subsidiaries were consolidated based on the respective year end. Adjustments were made for the effects of significant intragroup transactions caused by different fiscal year-ends and the remaining impacts would not be material.

 

The unaudited interim consolidated financial statements do not include all of the information and disclosure required by the U.S. GAAP for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments consisting of normal recurring nature considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended March 31, 2025.

 

Reclassification

 

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Significant estimates and assumptions are reflected in valuation and disclosure of accounts including: impairment of long-lived assets, valuation of stock-based compensation, recoverability of deferred taxes and allowance for credit losses. Actual results could differ from these good faith estimates and judgments.

 

F-8

 

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand and deposits in banks that are unrestricted as to withdrawal or use. All highly liquid investments acquired with original maturities of three months or less are considered to be cash equivalents.

 

Short-Term Investments

 

Short-term investments represent cash pledged to financial institutions as collateral for the Company’s bank loans, and term deposits placed with financial institutions with original maturities of greater than three months. Short-term investments are not available for withdrawal or the Company’s general use until after the corresponding bank loans are repaid, or the term deposits mature. Short-term investments are classified as either current or non-current based on when the funds will be released in accordance with the terms of the respective agreements.

 

Trade Notes and Accounts Receivable

 

Accounts receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). The Group’s accounts receivable balances are unsecured, bear no interest and are due upon normally within a year from the date of the sale.

 

Allowance for Credit Losses

 

In accordance with Accounting Standards Codification (“ASC”) Topic 326, “Financial Instruments - Credit Losses”, the Company estimates and records an expected lifetime credit loss on trade notes and accounts receivable and leasehold and guarantee deposits by utilizing historical write-off rates as a starting point for determining expected credit losses and has considered all available relevant information, including details about past events, current conditions, and reasonable and supportable forecasts, as well as their impact on the expected credit losses. The allowance for expected credit losses is adjusted for current conditions and reasonable and supportable forecasts.

 

Inventories

 

Inventories consist of real estate inventories, raw entitled land, construction in process, including capitalized interest and housing equipment and material. Estimates of the lower of cost and net realizable value of inventory are determined by comparing the actual cost of the inventory to the estimated selling prices in the ordinary course of business based on current market and economic conditions, less reasonably predictable costs of completion, disposal, and transportation of the inventory.

 

The cost basis of the real estate inventories includes all direct acquisition costs including but not limited to the property purchase price, acquisition costs, construction costs, development costs, capitalized interest, capitalized real estate taxes and other costs. Interests and real estate taxes are not capitalized unless active development or construction is underway. When acquiring real estate with existing buildings, we allocate the purchase price between land and building based on their relative fair values.

 

Property, Plant and Equipment

 

Property, Plant and Equipment are stated at cost less accumulated depreciation.

 

    Useful life   Depreciation method
Buildings   6-39 years   Straight-line method
Leasehold improvements   4-18 years   Straight-line method
Vehicles   2 years   Straight-line method
Tool, furniture and fixtures   3-15 years   Straight-line method
Land   Indefinite   -

 

Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. Construction in progress is not depreciated until ready for service. At the time of retirement or other disposition of property, plant and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.

 

F-9

 

 

The long-lived assets of the Group are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” (“ASC No. 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment losses were recorded during the six months ended September 30, 2025 and 2024.

 

Fair Value

 

The Company performs fair value measurements in accordance with ASC Topic 820, “Fair Value Measurement”. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC Topic 820 establishes three levels of inputs that may be used to measure fair value:

 

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;
Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and
Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

 

Revenue Recognition

 

The Group accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that the Group recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The ASC 606 revenue recognition model consists of the following five steps:

 

  (1) identify the contracts with a customer,
  (2) identify the performance obligations in the contract,
  (3) determine the transaction price,
  (4) allocate the transaction price to the performance obligations in the contract and
  (5) recognize revenue when (or as) the entity satisfies a performance obligation.

 

In order for an arrangement to be considered a contract, it must be probable that the Group will collect the consideration to which it is entitled for goods or services to be transferred. Once the contract is determined to be within the scope of ASC 606, the Group assesses the goods or services promised with each contract, determines whether those are performance obligations and the related transaction price. The Group then recognizes the sale of goods based on the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied.

 

The Company recognizes revenue from rental services under ASC Topic 842, “Leases”.

 

The Group recognizes revenue from sales of real estate properties, provision of hotel accommodation services, and sales of housing equipment and material sales.

 

Revenue from sales of real estate properties

 

Revenues from the sales of real estate properties are recognized at the point in time when title to and possession of the property has transferred to the customer and the Group has no continuing involvement with the property, which is generally upon the delivery of the real estate properties, which generally coincides with the receipt of cash consideration from the customer. Our contracts with customers contain a single performance obligation.

 

Revenue from hotel accommodation services

 

Revenues from hotel accommodation services are recognized during the period when services are rendered.

 

F-10

 

 

Housing equipment and material sales

 

Housing equipment and material sales are recognized at the point in time when the goods are delivered to the customer.

 

The Group’s revenues are presented net of consumption tax collected on behalf of governments.

 

Leases

 

The Group determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period in exchange for consideration. Control over the use of the identified assets means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

 

We classify our leases as either finance leases or operating leases if we are the lessee, or sale-type, direct financing, or operating leases if we are the lessor. We use the following criteria to determine if a lease is a finance lease (as a lessee) or sales-type or direct financing lease (as a lessor):

 

(i) ownership is transferred from lessor to lessee by the end of the lease term;

(ii) an option to purchase is reasonably certain to be exercised;

(iii) the lease term is for the major part of the underlying asset’s remaining economic life;

(iv) the present value of lease payments equals or exceeds substantially all of the fair value of the underlying assets; or

(v) the underlying asset is specialized and is expected to have no alternative use at the end of the lease term.

 

If we meet any of the above criteria, we account for the lease as a finance, a sales-type, or a direct financing lease. If we do not meet any of the criteria, we account for the lease as an operating lease.

 

Lessee accounting

 

The Group recognizes right-of-use assets and lease liabilities for all leases other than those with a term of twelve months or less as the Group has elected to apply the short-term lease recognition exemption. Right-of-use assets represent the Group’s right to use an underlying asset for the lease term. Lease liabilities represent the Group’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are classified and recognized at the commencement date of a lease. Lease liabilities are measured based on the present value of fixed lease payments over the lease term. Right-of-use assets consist of (i) initial measurement of the lease liability; (ii) lease payments made to the lessor at or before the commencement date less any lease incentives received; and (iii) initial direct costs incurred by the Group.

 

As the rates implicit on the Group’s leases for which it is the lessee are not readily determinable, the Group uses its incremental borrowing rate based on information available at the commencement date in determining the present value of lease payments. When determining the incremental borrowing rate, the Group assesses multiple variables such as lease term, collateral, economic conditions, and its creditworthiness.

 

Lessor accounting

 

The Group accounts for the revenue from its lease contracts by utilizing the single component accounting policy. This policy requires the Group to account for, by class of underlying asset, the lease component and non-lease component(s) associated with each lease as a single component if two criteria are met:

 

(i) the timing and pattern of transfer of the lease component and the non-lease component(s) are the same; and

 

(ii) the lease component would be classified as an operating lease if it were accounted for separately.

 

Lease components consist primarily of fixed rental payments, which represent scheduled rental amounts due under the Group’s leases. Non-lease components consist primarily of tenant recoveries representing reimbursements of rental operating expenses, including recoveries for repairs, maintenance, and common area expenses.

 

F-11

 

 

If the lease component is the predominant component, the Group accounts for all revenue under such lease as a single component in accordance with the lease accounting standard. Conversely, if the non-lease component is the predominant component, all revenue under such lease is accounted for in accordance with the revenue recognition accounting standard. The Group’s operating leases qualify for the single component accounting, and the lease component in each of its leases is predominant. Therefore, the Group accounts for all revenue from its operating leases under the lease accounting standard and classify the revenue as lease income.

 

The Group commences recognition of lease income related to the operating leases at the date the property is ready for its intended use by the tenant and the tenant takes possession or controls the physical use of the leased asset. Income from leases related to fixed rental payments under operating leases is recognized on a straight-line basis over the respective operating lease terms. Amounts received currently but recognized as revenue in future periods are classified in deferred revenue in its consolidated balance sheets.

 

Advertising Expenses

 

The Group expenses advertising costs as they incurred. Total advertising expenses were ¥48,023 thousand and ¥36,619 thousand for the six months ended September 30, 2025 and 2024, respectively, and have been included as part of selling, general and administrative expenses.

 

Concentration of Credit Risk and Significant Vendors

 

Financial instruments that potentially subject the Group to credit risk consist primarily of trade notes and accounts receivable, net. The Group does not require collateral or other security to support these receivables. The Group conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

 

Customers

 

For the six months ended September 30, 2025 and 2024, customers accounting for 10% or more of the Group’s total revenues were as follows:

 

  

For the Six Months Ended

September 30,

 
   2025   2024 
Customer A   13%   *%
Customer B   *    18 

 

* Less than 10%

 

As of September 30, 2025 and March 31, 2025, customers accounting for 10% or more of the Group’s total current outstanding trade notes and accounts receivable, net were as follows:

 

  

September 30,

2025

  

March 31,

2025

 
Customer C   14%   *%
Customer D   12    * 
Customer E   12    11 

 

* Less than 10%

 

Suppliers

 

For the six months ended September 30, 2025 and 2024, no suppliers accounted for 10% or more of the Company’s total purchases.

 

F-12

 

 

As of September 30, 2025 and March 31, 2025, suppliers accounted for 10% or more of the Group’s total current outstanding accounts payable were as follows:

 

  

September 30,

2025

  

March 31,

2025

 
Supplier A   15%   *%
Supplier B   14    * 
Supplier C   11    * 
Supplier D   *    45 
Supplier E   *    10 

 

* Less than 10%

 

Income Taxes

 

Under FASB ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

The Group recognizes the financial statement effects of tax positions when it is more likely than not, based on the technical merits, that the tax positions will be sustained upon examination by the tax authorities. Benefits from tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Interest and penalties accrued related to unrecognized tax benefits are included in income taxes in the consolidated statements of income and comprehensive income.

 

Foreign Currency Translation and Re-measurement

 

The functional currency of the Company and the Japanese subsidiaries are the Japanese Yen (“JPY”). The functional currency of the Company’s subsidiaries, Propolife Vietnam Co., Ltd. and LogKnot Vietnam Co., Ltd. are the Vietnamese dong. The functional currency of the Company’s subsidiaries, Yantai Propolife Wood Industry Co., Ltd. is the Chinese yuan. The functional currency of the Company’s subsidiaries, LogProstyle US Inc. and LogProstyle Inc For Hotel Management CO. L.L.C S.O.C are the U.S. dollars. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statements of income and comprehensive income.

 

The reporting currency of the Group is the JPY, and the accompanying consolidated financial statements have been expressed in JPY. In accordance with ASC Topic 830-30, “Translation of Financial Statements”, assets and liabilities of the Group whose functional currency is not JPY are translated into JPY, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements are recorded as a separate component of accumulated other comprehensive income (loss) within the consolidated statements of shareholders’ equity.

 

Segments

 

ASC 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

 

The Group has three reportable segments: Real estate segment, Hotel segment and other segment, which are based on the Group’s organizational structure and characteristics of products and services. Operating segments are defined as the components of the Group for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s CODMs primarily evaluate performance based on financial results. The accounting policies used for these reportable segments are consistent with the accounting policies used in the Group’s consolidated financial statements.

 

F-13

 

 

Comprehensive Income or Loss

 

ASC Topic 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources.

 

Net Income Per Share

 

Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted net income per share reflects the potential dilution that could occur if stock options and other commitments to issue common shares were exercised or equity awards vest resulting in the issuance of common shares that could share in the net income of the Group.

 

Stock-based Compensation

 

The Company accounts for stock-based compensation awards in accordance with ASC Topic 718, “Compensation – Stock Compensation”. The cost of services received from directors of the Company (excluding independent directors), executive officers, and directors of subsidiaries in exchange for awards of equity instruments is recognized in the consolidated statements of income and comprehensive income based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period.

 

The Company measures a liability award under a stock-based compensation payment arrangement based on the award’s fair value remeasured at each reporting date until the date of settlement. Compensation cost for each period until settlement is based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in the fair value of the instrument for each reporting period.

 

Related Parties and Transactions

 

The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.

 

Parties, which can be an entity or individual, are considered to be related if they have the ability, directly or indirectly, to control the Company or exercise significant influence over the Company in making financial and operational decisions. Entities are also considered to be related if they are subject to common control or common significant influence.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

Recently Issued Accounting Pronouncements

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. ASU No. 2023-09 is effective for public companies for annual reporting periods beginning after December 15, 2024, on a prospective basis. For all other entities, it is effective for annual reporting periods beginning after December 15, 2025, on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

 

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public companies to disclose additional information about specific expense categories in the notes to the consolidated financial statements on an annual and interim basis. ASU No. 2024-03 is effective for public companies for annual reporting periods beginning after December 15, 2026, on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

 

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for the Company beginning in the fiscal year ending December 31, 2026. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the consolidated financial statements.

 

F-14

 

 

NOTE 3 – CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents as of September 30, 2025 and March 31, 2025 consist of the following:

 

   Thousands of Yen 
  

September 30,

2025

   March 31,
2025
 
Cash and deposits  ¥1,114,431   ¥2,076,564 
Cash equivalents   46,772    43,951 
Total  ¥1,161,203   ¥2,120,515 

 

NOTE 4 - TRADE NOTES AND ACCOUNTS RECEIVABLE, NET

 

Trade notes and accounts receivable, net are summarized as follows:

 

   Thousands of Yen 
  

September 30,

2025

   March 31,
2025
 
Trade notes  ¥5,651   ¥3,298 
Accounts receivable   92,135    135,386 
Less: allowance for credit losses   (196)   (311)
Trade notes and accounts receivable, net  ¥97,590   ¥138,373 

 

NOTE 5- INVENTORIES, NET

 

The following table summarizes the components of the Group’s inventories as of the dates presented:

 

   Thousands of Yen 
  

September 30,

2025

  

March 31,

2025

 
Real estate inventories, net          
Real estate properties held for sale  ¥6,448,442   ¥6,187,759 
Real estate properties in progress   8,312,450    7,222,597 
Subtotal   14,760,892    13,410,356 
Housing equipment and material, net   153,219    140,178 
Others   122,366    61,853 
Inventories, net  ¥15,036,477   ¥13,612,387 

 

As of September 30, 2025 and March 31, 2025, capitalized interest was ¥141,747 thousand and ¥149,105 thousand, respectively.

 

NOTE 6 – OTHER CURRENT ASSETS

 

The following table summarizes the components of the Group’s other current assets as of the dates presented:

 

   Thousands of Yen 
  

September 30,

2025

  

March 31,

2025

 
Prepaid expenses  ¥310,477   ¥115,300 
Advances to vendors   183,429    174,116 
Others   43,042    64,163 
Total  ¥536,948   ¥353,579 

 

F-15

 

 

NOTE 7– PROPERTY, PLANT AND EQUIPMENT

 

The following table summarizes the components of the Group’s property and equipment as of the dates presented:

 

   Thousands of Yen 
  

September 30,

2025

  

March 31,

2025

 
Buildings  ¥95,006   ¥98,383 
Leasehold improvements   312,876    226,697 
Vehicles   1,691    1,691 
Tools, Furniture, and Fixtures   233,643    234,159 
Land   70,894    70,894 
Right-of-use assets- Finance lease   64,879    64,879 
    778,989    696,703 
Accumulated depreciation   (312,239)   (301,452)
Accumulated depreciation- Finance lease   (41,980)   (37,724)
Total  ¥424,770   ¥357,527 

 

Depreciation expense for the six months ended September 30, 2025 and 2024 was ¥31,405 thousand and ¥47,074 thousand, respectively, of which ¥11,561 thousand and ¥27,189 thousand are recorded under selling, general and administrative expenses, respectively.

 

 

NOTE 8– OTHER NON-CURRENT ASSETS

 

The following table summarizes the components of the Group’s other assets as of the dates presented:

 

   Thousands of Yen 
  

September 30,

2025

  

March 31,

2025

 
Long-term prepaid expenses  ¥415,227   ¥9,098 
Long-term investments (*)   270,000    270,000 
Investment securities   39,084    39,084 
Investments in capital   29,670    26,400 
Insurance funds   20,228    16,850 
Others   2,651    2,176 
Total  ¥776,860   ¥363,608 

 

* The Company sold condominiums in Miyanomori, Hokkaido in April 2024 to a third party, and purchased a 40.8% interest of equity method in the specified joint real estate venture that owns these condominiums for ¥270,000 thousand in August 2024. The investment, which is classified as long-term investments in the above table. The purchase was accounted for as an equity-method investment under ASC 323, Investments – Equity Method and Joint Ventures, and continues to be accounted for under the equity method of accounting.

 

NOTE 9 – BONDS

 

The Group issued corporate bonds through various banks, which consist of the following:

 

   Thousands of Yen      Thousands of Yen 
   Principal Amount   Issuance Date  Maturity Date  Annual Interest Rate  

Balance as of
September 30,
2025

  

Balance as of
March

31,
2025

 
Lender 1  ¥100,000   9/26/2022  9/26/2025   0.56%  ¥-   ¥20,000 
Lender 2   100,000   9/25/2020  9/25/2025   0.83%   -    10,000 
Lender 3   50,000   8/25/2025  8/25/2032   0.75%   50,000    - 
Aggregate outstanding principal balances                   50,000    30,000 
Less: unamortized bond issuance costs                   (4,957)   (1,380)
Less: current portion                   (6,323)   (28,620)
Non-current portion                  ¥38,720   ¥- 

 

Interest expenses for corporate bonds were ¥1,409 thousand and ¥1,442 thousand for the six months ended September 30, 2025 and 2024, respectively.

 

F-16

 

 

NOTE 10 — BANK AND OTHER BORROWINGS

 

The Group’s outstanding indebtedness borrowed from banks and other financial institutions, consist of the following:

 

       Thousands of Yen 
Indebtedness 

Weighted

average

interest

rate*

  

Weighted

average

years

to maturity*

  

Balance as

of

September

30,

2025

  

Balance as

of

March

31,

2025

 
Short-term loans                    
Secured loans                    
Fixed rate loans   2.64%   0.46   ¥710,220   ¥1,842,700 
Variable rate loans (*1)   2.51%   0.70    1,097,800    - 
Unsecured loans                    
Fixed rate loans   2.81%   0.17    53,666    50,000 
Variable rate loans (*1)   1.98%   0.17    10,332    - 
Aggregate outstanding principal balances   2.57%   0.59   ¥1,872,018   ¥1,892,700 
                     
Less: unamortized debt issuance costs            ¥(10,452)  ¥(7,441)
Short-term loans            ¥1,861,566   ¥1,885,259 
                     
Long-term loans                    
Secured loans                    
Fixed rate loans   2.93%   2.13    4,523,764    9,718,249 
Variable rate loans (*2)   2.62%   2.46    6,649,563    280,000 
Unsecured loans                    
Fixed rate loans   1.48%   5.36    730,524    960,379 
Variable rate loans (*2)   1.80%   3.23    204,755    - 
Aggregate outstanding principal balances   2.65%   2.52   ¥12,108,606   ¥10,958,628 
                     
Less: unamortized debt issuance costs            ¥(96,418)  ¥(74,678)
Less: current portion             (4,001,512)   (4,025,343)
Non-current portion            ¥8,010,676   ¥6,858,607 

 

* Pertained to information for loans outstanding as of September 30, 2025.

 

*1 Annual interest rate was short-term prime rate in Japan +1.88%.
   
*2 Annual interest rate was long-term prime rate in Japan + 2.30%.

 

The Group borrowed loans from various financial institutions for the purpose of purchasing real estate properties and for working capital purpose.

 

Interest expenses for short-term and long-term loans were ¥119,754 thousand and ¥103,322 thousand for the six months ended September 30, 2025 and 2024, respectively.

 

Included in real estate inventory was capitalized interest of ¥91,310 thousand and ¥113,723 thousand for the six months ended September 30, 2025, and 2024, respectively.

 

As of September 30, 2025 and March 31, 2025, term deposits, inventories and property, plant and equipment, net pledged as security under secured loans are as follows:

 

   Thousands of Yen 
  

September 30,

2025

  

March 31,

2025

 
Term deposits  ¥5,000   ¥5,000 
Inventories   10,217,712    13,137,928 
Property, plant and equipment, net   84,603    84,386 
Total  ¥10,307,315   ¥13,227,314 

 

Compensating balances that do not legally restrict the use of cash were ¥299,670 thousand and ¥ 296,400 thousand as of September 30, 2025 and March 31, 2025.

 

F-17

 

 

As of September 30, 2025, future minimum payments for long-term loans are as follows:

 

   Thousands of Yen 
Fiscal Years Ending March 31, 

Principal

Repayment

 
Remaining of 2026  ¥683,391 
2027   7,664,508 
2028   2,850,161 
2029   169,482 
2030   168,341 
Thereafter   572,723 
Total  ¥12,108,606 

 

There are no significant debt covenants related to short-term and long-term loans.

 

NOTE 11 – FAIR VALUE MEASUREMENTS

 

As of September 30, 2025 and March 31, 2025, the carrying values of current assets and current liabilities approximated their fair values reported in the consolidated balance sheets due to the short-term maturities of these instruments.

 

   Fair Value Measurements as of September 30, 2025 
  

Quoted

Prices in

Active

Markets

for Identical

Assets

(Level 1)

  

Significant Other

Observable

Inputs

(Level 2)

  

Unobservable

Inputs

(Level 3)

  

Fair Value

at

September 30, 2025

 
Liability                
Bond, including current portion of bonds   -   ¥49,582    -   ¥49,582 
Long-term debt, including current portion of long-term debt   -    12,037,934    -    12,037,934 
Total   -   ¥12,087,516    -   ¥12,087,516 

 

   Fair Value Measurements as of March 31, 2025 
  

Quoted

Prices in

Active

Markets

for Identical

Assets

(Level 1)

  

Significant Other

Observable

Inputs

(Level 2)

  

Unobservable

Inputs

(Level 3)

  

Fair Value

at

March 31, 2025

 
Liability                
Bond, including current portion of bonds   -   ¥28,620    -   ¥28,620 
Long-term debt, including current portion of long-term debt   -    12,736,598    -    12,736,598 
Total       ¥12,765,218        ¥12,765,218 

 

Long-term debt

 

The Group’s long-term debt instruments are classified as Level 2 instruments and valued based on the present value of future cash flows associated with each instrument discounted using current market borrowing rates for similar debt instruments of comparable maturity. The levels are more fully described in Note 2.

 

F-18

 

 

NOTE 12 – DISAGGREGATION OF REVENUES

 

Revenues generated from different revenue streams consisted of the following:

 

   Thousands of Yen 
  

For the Six Months Ended

September 30,

 
   2025   2024 
Revenue from sales of real estate properties  ¥9,161,318   ¥9,391,904 
Revenue from hotel accommodation services   642,499    662,909 
Housing equipment and material sales   257,324    151,463 
Revenue from rental services   16,096    19,437 
Others   247,151    292,755 
Total  ¥10,324,388   ¥10,518,468 

 

The following table summarizes the changes in contract liabilities as of the dates presented:

 

   Thousands of Yen 
   September 30, 2025   March 31, 2025 
Balances at the beginning of the period  ¥252,260   ¥352,651 
Billings and not recognized as revenue yet during the period   91,659    252,260 
Revenue recognized from opening balance of contract liabilities   (252,260)   (352,651)
Balances at the end of the period  ¥91,659   ¥252,260 

 

100% of total contract liabilities as of March 31, 2025 was realized for the six months ended September 30, 2025. As of September 30, 2025, the Group expects 100% of total contract liabilities to be realized in less than a year. Changes in contract liabilities are primarily due to the timing of revenue recognition, billings, and cash collections.

 

NOTE 13 - LEASES

 

Lessee

 

The Group has entered into operating leases for hotels and offices with terms ranging from one to twenty years, and finance leases for certain office equipment and vehicles, with terms ranging from one to seven years. The estimated effect of lease renewal and termination options, as applicable, that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right-of-use assets and lease liabilities was included in the consolidated financials.

 

Operating lease expenses for lease payments are recognized on a straight-line basis over the lease term.

 

The following table presents supplemental information related to the Group’s leases:

 

   Thousands of Yen 
  

For the Six Months Ended

September 30,

 
   2025   2024 
Finance lease costs          
Amortization of right-of-use assets  ¥4,255   ¥4,207 
Interest on lease liabilities   213    218 
Total finance lease costs   4,468    4,425 
Operating lease costs   286,272    323,750 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flows from operating leases   266,329    334,283 
Financing cash flows from finance leases   4,428    4,366 
Operating lease right-of-use assets obtained in exchange for operating lease liabilities   -    - 
Finance lease right-of-use assets obtained in exchange for finance lease liabilities  ¥-   ¥18,360 
Remeasurement of operating lease liabilities and right-of-use assets due to lease modification   -    (268,067)
           
Weighted average remaining lease term (years)          
Operating leases   10.7    10.8 
Finance leases   3.2    4.0 
Weighted-average discount rate (per annum)          
Operating leases   2.29%   2.21%
Finance leases   1.66%   1.66%

 

F-19

 

 

As of September 30, 2025, the future maturity of lease liabilities is as follows:

 

   Thousands of Yen 
Fiscal Years Ending March 31,  Finance Lease   Operating Lease 
Remaining of 2026  ¥4,045   ¥291,044 
2027   7,996    552,245 
2028   6,513    547,100 
2029   4,431    535,159 
2030   907    419,559 
Thereafter   -    2,546,563 
Total lease payments  ¥23,892   ¥4,891,670 
Less: imputed interest   (645)   (553,176)
Total lease liabilities   23,247    4,338,494 
Less: current portion   (8,019)   (475,229)
Non-current lease liabilities  ¥15,228   ¥3,863,265 

 

Lessor

 

Lease income related to operating leases included income from leases on the consolidated statements of income and comprehensive income. The amounts of lease income recognized on the consolidated statements of income and comprehensive income were as follows:

 

  

For the Six Months Ended

September 30,

 
   2025   2024 
Fixed income from operating leases  ¥16,096   ¥19,437 

 

NOTE 14 – STOCK-BASED COMPENSATION

 

Shareholders approved the establishment of a performance share plan (the “Plan”) with post-vetting delivery and related remuneration for directors (excluding independent directors), executive officers, and directors of subsidiaries. The total amount of monetary claims and cash to be granted under the Plan to the eligible directors for each performance evaluation period shall not exceed ¥200,000 thousands (excluding salaries for directors who also serve as employees), and the total number of Company shares to be delivered shall not exceed 500,000 shares per performance evaluation period. The achievement rate of performance targets is based on performance indicators (financial and/or non-financial) reflective of the Group’s profitability and management policies, as determined by resolution of the Company’s board of directors in advance. The approval of the Plan is indicative of the Company’s priority of aligning management incentives with shareholders.

 

The fair value of performance-based restricted stock units is based on the closing price of the Company’s common stock on the grant date. The issuances of the awards granted under the Plan are accounted for as a combination award in accordance with the accounting provisions under ASC 718, “Compensation - Stock Compensation”.

 

The grant-date fair value of the awards granted under the Plan was ¥144,825 thousands. Expense for performance-based stock units is recognized when it is probable that the performance goal will be achieved.

 

The Company recognized the following amounts in total non-employee stock-based compensation costs in relation to the Plan for the six months ended September 30, 2025 and 2024:

 

  

For the Six Months Ended

September 30,

 
   2025   2024 
Equity-classified stock-based compensation expense  ¥40,649   ¥- 
Liability-classified stock-based compensation expense   31,764    - 
Stock-based compensation expense  ¥72,413   ¥- 

 

As of September 30, 2025, there was ¥40,649 thousands of total unrecognized compensation cost related to the Company’s equity-classified awards. This cost is expected to be recognized over a weighted-average period of 0.5 years.

 

As of September 30, 2025, there was ¥31,764 thousands of total unrecognized compensation cost related to the Company’s liability-classified awards. This cost is expected to be recognized over a weighted-average period of 0.5 years.

 

The following table summarizes the award activity under the Plan for the six months ended September 30, 2025:

 

   Number of PSUs  

Weighted Average

Grant Date Fair

Value Per Share

 
Unvested as of March 31, 2025   -   ¥- 
Granted   500,000    162.59 
Vested   -    - 
Forfeited   -    - 
Unvested as of September 30, 2025   500,000   ¥162.59 

 

NOTE 15- SHAREHOLDERS’ EQUITY

 

Share capital shares

 

The changes in the number of issued shares of share capital during the six months ended September 30, 2025 and 2024 were as follows:

 

  

For the Six Months Ended

September 30,

 
   2025   2024 
Balance at the beginning of period   23,652,110    21,652,110 
Issuance of capital shares   -    - 
Balance at the end of period   23,652,110    21,652,110 

 

All of the issued shares as of September 30, 2025 and March 31, 2025 have been paid in full.

 

F-20

 

 

Under the Companies Act of Japan (the “Companies Act”), issuances of capital shares, including conversions of bonds and notes, are required to be credited to the share capital account for at least 50% of the proceeds and to the legal capital surplus account (“Capital surplus”) for the remaining amounts.

 

The Companies Act permits that share capital, capital surplus and retained earnings can be transferred among these accounts under certain conditions upon the approval of a General Meeting of Shareholders. The Companies Act limits the increase of paid in capital in case disposition of treasury shares and issuance of common stock are performed at the same time.

 

Legal reserve set aside as appropriation of retained earnings and legal capital surplus

 

Retained earnings consist of legal reserves and accumulated earnings. The Companies Act provides that an amount at least equal to 10% of the aggregate amount of cash dividends and certain appropriations of retained earnings associated with cash outlays applicable to each period shall be appropriated and set aside as a legal reserve until the aggregate amount of legal reserve set aside as an appropriation of retained earnings and the legal capital surplus equals 25% of stated capital as defined in the Companies Act. Legal reserves may be used to eliminate or reduce a deficit or be transferred to other retained earnings upon approval of the General Meeting of Shareholders.

 

Treasury shares

 

The changes in the number of treasury shares during the six months ended September 30, 2025 and 2024 were as follows:

 

  

For the Six Months Ended

September 30,

 
   2025   2024 
Balance at the beginning of period   23,658    23,658 
Sales of treasury shares   -    - 
Balance at the end of period   23,658    23,658 

 

NOTE 16 - OTHER COMPREHENSIVE INCOME (LOSS)

 

Other comprehensive income (loss) during the six months ended September 30, 2025 and 2024 consists of the following:

 

   Thousands of Yen 
  

For the Six Months Ended

September 30,

 
   2025   2024 
Foreign currency translation adjustment:          
Income (losses) during the period  ¥(2,591)  ¥(9,114)
Income (losses) before tax effect   (2,591)   (9,114)
Income (losses) after tax effect  ¥(2,591)  ¥(9,114)
           
Total          
Income (losses) during the period  ¥(2,591)  ¥(9,114)
Income (losses) before tax effect   (2,591)   (9,114)
Income (losses) after tax effect  ¥(2,591)  ¥(9,114)

 

NOTE 17 - INCOME TAX

 

Japan

 

The Company and the Japanese subsidiaries conduct its major businesses in and are subject to tax in this jurisdiction. As a result of its business activities, the Company and the Japanese subsidiaries apply the Japanese Group Relief System and file tax returns that are subject to examination by the local tax authority. Income taxes in Japan applicable to the Company and the Japanese subsidiaries are imposed by the national, prefectural, and municipal governments.

 

F-21

 

 

As of September 30, 2025, tax years ended March 31, 2019 to 2025 remain open for the local tax authority audit. The Company has received no notice of audit from the local tax authority for any of the open tax years.

 

China

 

Yantai Propolife Wood Industry Co., Ltd. was incorporated under the laws of China. The income tax rate is 25%. As of September 30, 2025, at least over six tax years until the year ended December 31, 2024 remain open for the local tax authority audit. The Company has received no notice of audit from the local tax authority for any of the open tax years.

 

Vietnam

 

LogKnot Vietnam Co., Ltd. and Propolife Vietnam Co., Ltd. were incorporated under the laws of Vietnam. The income tax rate is 20%. As of September 30, 2025, at least over six tax years until the year ended December 31, 2024 remain open for the local tax authority audit. The Company has received no notice of audit from the local tax authority for any of the open tax years.

 

For the six months ended September 30, 2025 and 2024, the Group’s income tax expenses are as follows:

 

   Thousands of Yen 
  

For the Six Months Ended

September 30,

 
   2025   2024 
Current  ¥245,154   ¥104,155 
Deferred   23,644    95,736 
Total  ¥268,798   ¥199,891 

 

A reconciliation of the effective income tax rates reflected in the accompanying consolidated statements of income and comprehensive income to the Japanese statutory tax rate for the six months ended September 30, 2025 and 2024 is as follows:

 

  

For the Six Months Ended

September 30,

 
   2025   2024 
Japanese statutory tax rate   34.59%   34.59%
Entertainment expenses not deductible   0.56    2.54 
Change in valuation allowance   (0.29)   (2.28)
Other adjustments   0.25    0.49 
Effective tax rate   35.11%   35.34%

 

On March 31, 2025, amendments to Japanese tax regulations were enacted into law. As a result, the Japanese statutory tax rate was increased from 34.59 % to 35.43 % from the fiscal year beginning April 1, 2026.

 

The tax effects of temporary differences that give rise to the deferred income tax assets and liabilities at September 30, 2025 and March 31, 2025 are presented below:

 

   Thousands of Yen 
   September 30,
2025
   March 31,
2025
 
Deferred income tax assets          
Operating lease liabilities  ¥1,496,915   ¥1,581,389 
Net operating losses carried forward   213,255    202,547 
Inventories   88,971    88,739 
Stock-based compensation   43,939    - 
Other current liabilities   31,855    33,763 
Loss on valuation of shares of subsidiaries   31,178    32,390 
Enterprise taxes payables   29,703    30,858 
Other non-current liabilities   28,642    30,491 
Allowance for credit losses   26,382    27,407 
Property, plant and equipment   15,668    16,277 
Finance lease liabilities   9,366    9,730 
Deferred listing expenses   -    84,835 
Others   70,676    65,083 
Subtotal   2,086,547    2,203,509 
Less: valuation allowance   (127,095)   (137,041)
Total deferred income tax assets  ¥1,959,452   ¥2,066,468 
           
Deferred income tax liabilities          
Operating lease right-of-use assets  ¥(1,461,234)  ¥(1,523,570)
Capitalized interest   (40,969)   (51,574)
Others   (22,126)   (32,557)
Total deferred income tax liabilities  ¥(1,524,329)  ¥(1,607,701)
           
Deferred income tax assets, net  ¥435,123   ¥458,767 

 

F-22

 

 

The realization of deferred tax assets is dependent upon the generation of sufficient taxable income of the appropriate character in future periods. The Group regularly assesses the ability to realize its deferred tax assets and establish a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. The Group weighs all available positive and negative evidence, including its earnings history and results of recent operations, projected future taxable income, and tax planning strategies.

 

The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as the Group’s projections for growth. The adjustments of a valuation allowance against deferred tax assets may cause greater volatility in the effective tax rate in the periods in which the valuation allowance is adjusted. Based upon the level of historical taxable profit and projections for future taxable profit over the periods for which the deferred tax assets are deductible, management believes it is more likely than not that the Group will utilize the benefits of these deferred tax assets, net of the valuation allowance, as of September 30, 2025 and March 31, 2025. Uncertainty of estimates of future taxable profit could increase due to changes in the economic environment surrounding the Group, effects by market conditions, effects of currency fluctuations or other factors.

 

The net changes in the total valuation allowance were a decrease of ¥9,946 thousands and a decrease of ¥7,293 thousands for the six months ended September 30, 2025 and 2024, respectively.

 

As of September 30, 2025, the Group had net operating losses which can be carried forward for income tax purposes of ¥561,277 thousand to reduce future taxable income. Periods available to reduce future taxable income vary in each tax jurisdiction and generally range from four to ten years as follows:

 

   Thousands of Yen 
After four years through five years  ¥80,779 
After five years through six years   180,655 
After six years through seven years   123,398 
After seven years through eight years   84,451 
After eight years through nine years   15,616 
After nine years through ten years   76,378 
Total  ¥561,277 

 

Uncertain tax positions

 

The Group evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions.

 

As of September 30, 2025 and March 31, 2025, the management considered that the Group did not have any significant unrecognized uncertain tax positions. The Group did not incur any interest or penalties tax for the six months ended September 30, 2025 and 2024. The Group does not anticipate any significant increases or decreases in unrecognized tax benefits in the next twelve months from September 30, 2025.

 

F-23

 

 

NOTE 18 – COMMITMENT AND CONTINGENCY

 

Contingencies

 

The Group is involved in legal proceedings and claims in the ordinary course of business. In the opinion of management, none of such proceedings and claims will have a significant impact on the Group’s consolidated financial statements.

 

NOTE 19 – SEGMENT INFORMATION

 

The Group has three reportable segments.

 

  i. Real estate: Provision of real estate-related services, such as design and renovation, and real estate development in Japan
  ii. Hotel: Hotel management and accommodation in Japan and Vietnam
  iii. Other: Additional services such as the sale of housing equipment and materials, restaurant operation, and information technology consulting in Japan

 

The following table shows information by reportable segment for the six months ended September 30, 2025 and 2024:

 

   Thousands of Yen 
   Real estate   Hotel   Others  

Reconciling

Items

   Consolidated 
For the Six Months Ended September 30, 2025                    
Net sales:                         
External customers  ¥9,498,243   ¥642,236   ¥183,909    -   ¥10,324,388 
Intersegment   6,983    147    119,500   ¥(126,630)   - 
Total   9,505,226    642,383    303,409    (126,630)   10,324,388 
Cost of revenues   (7,381,066)   (611,023)   (249,232)   112,472    (8,128,849)
Operating expenses   (660,389)   (43,124)   (62,422)   (545,451)   (1,311,386)
Operating income (loss)   1,463,771    (11,764)   (8,245)   (559,609)   884,153 
Other income (expenses)   (117,024)   300    (3,276)   (936)   (120,936)
Income (loss) before income taxes   1,346,747    (11,464)   (11,521)   (560,545)   763,217 

 

   Thousands of Yen 
   Real estate   Hotel   Others  

Reconciling

Items

   Consolidated 
For the Six Months Ended September 30, 2024                    
Net sales:                         
External customers  ¥9,627,373   ¥579,914   ¥311,181    -   ¥10,518,468 
Intersegment   3,220    13,100    78,056   ¥(94,376)   - 
Total   9,630,593    593,014    389,237    (94,376)   10,518,468 
Cost of revenues   (7,980,969)   (549,384)   (318,128)   79,815    (8,768,666)
Operating expenses   (599,311)   (28,849)   (97,936)   (350,996)   (1,077,092)
Operating income (loss)   1,050,313    14,781    (26,827)   (365,557)   672,710 
Other income (expenses)   (91,142)   (187)   (1,013)   (11,322)   (103,664)
Income (loss) before income taxes   959,171    14,594    (27,840)   (376,879)   569,046 

 

F-24

 

 

Reconciling items include elimination of intersegment transactions and corporate expenses. Corporate expenses, included in reconciling items for the six months ended September 30, 2025 and 2024, amounted to ¥545,451 thousand and ¥350,996 thousand, respectively, which consist of certain directors compensation. Segment assets are based on those directly associated with each segment.

 

NOTE 20 - NET INCOME PER SHARE

 

The computation of basic and diluted net income per share for the six months ended September 30, 2025 and 2024 is as follows:

 

  

Thousands of Yen

except share and per share data

 
  

For the Six Months Ended

September 30,

 
   2025   2024 
         
Numerator:          
Net income  ¥494,419   ¥369,155 
Denominator:          
Weighted average number of common shares outstanding used in calculating basic/diluted net income per share          
Weighted average number of common shares outstanding used in calculating basic net income per share   23,652,110    21,652,110 
Dilutive effect of Stock-based compensation   5,495    - 
Weighted average number of common shares outstanding used in calculating diluted net income per share   23,906,208    21,652,110 
Net income per share          
Net income (loss) per share – basic   20.90    17.05 
Net income (loss) per share – diluted   20.68    17.05 

 

There were no dilutive securities excluded from the computation of diluted net income (loss) per share for the six months ended September 30, 2025 and 2024.

 

NOTE 21 - SUBSEQUENT EVENTS

 

Management evaluated all additional events subsequent to the balance sheet date through December 22, 2025, the date the financial statements were available to be issued, and determined that there are no material subsequent events that require disclosure.