Interim report
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Summary of Financial Results for the Fiscal Year Ended December 31, 2025 (Japanese GAAP) (Consolidated) February 13, 2026 Name of listed company: kubell Co., Ltd. Listing exchange: Tokyo Stock Exchange Securities code: 4448 URL: https://www.kubell.com/en/ Representative: Masaki Yamamoto, Representative Director ,President, Senior Executive Officer & CEO Contact for inquiries: Naoki Inoue, Director, Senior Executive Officer & CFO Tel: 81-50-1791-0683 Scheduled date of ordinary general meeting of shareholders: March 25,2026 Scheduled date to file annual securities report : March 23,2026 Scheduled date to commence dividend payments: - Preparation of supplementary materials on financial results: Yes Holding of financial results meeting: Yes (for institutional investors and analysts) (Amounts are rounded down to the nearest million yen) 1. Consolidated financial results for the fiscal year ended December 31, 2025 (1) Consolidated business results (from January 1, 2025 to December 31, 2025) (% indicate year-on-year changes) Revenue EBITDA Operating profit Ordinary profit Profit attributable to owners of parent Millions of yen % Millions of yen % Millions of yen % Millions of yen % Millions of yen % Year ended December 31,2025 9,529 12.5 1,371 60.0 485 400.8 458 506.9 215 - Year ended December 31,2024 8,470 30.6 856 - 96 - 75 - (1,172) - (Note) Comprehensive income (millions of yen) Year ended December 31, 2025: 229 (-%) Year ended December 31, 2024: (1,171) (-%) Basic earnings per share Diluted earnings per share Rate of return on equity Ordinary profit to total assets Operating profit to Revenue Yen Yen % % % Year ended December 31,2025 5.14 5.05 12.0 7.2 5.1 Year ended December 31,2024 (28.59) - (58.3) 1.2 1.1 (Note) 1)For the fiscal year ending December 2024, diluted net income per share is not disclosed because, although diluted shares exist, the company is reporting a net loss per share. 2)EBITDA is calculated by adding operating profit, depreciation and amortization expenses, and share-based payment Expenses. (2) Consolidated financial position Total assets Net assets Equity ratio Net assets per share Millions of yen Millions of yen % yen As of December. 31 2025 6,682 1,999 29.9 47.56 As of December. 31 2024 6,113 1,598 26.1 38.38 (Reference) Equity As of December 31,2025 1,999 million yen As of December 31,2024 1,598 million yen
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(3) Consolidated cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities Cash and cash equivalents at end of period Millions of yen Millions of yen Millions of yen Millions of yen Year ended December 31,2025 937 (585) (156) 3,105 Year ended December 31,2024 1,476 (650) (14) 2,912 2. Cash dividends Annual cash dividends per share Total dividends paid(annual) Payout ratio (consolidated) Dividends to net assets (consolidated) End of 1Q End of 2Q End of 3Q Yser-end Annual Yen Yen Yen Yen Yen Million yen % % Fiscal year ended December 31,2024 - 0.00 - 0.00 0.00 - - - Fiscal year ended December 31,2025 - 0.00 - 0.00 0.00 - - - Fiscal year ending December 31,2026(forecast) - 0.00 - 0.00 0.00 - 3. Consolidated earnings forecast for the fiscal year ending December 31, 2026 (from January 1, 2026 to December 31, 2026) Revenue EBITDA Full year Millions of yen 10,768〜 % 13.0〜 Millions of yen 1,500〜 % 9.4〜 *Notes (1) Changes in significant subsidiaries during the period : No (2) Changes in accounting policies, changes in accounting estimates, and restatement 1) Changes in accounting policies due to amendment of accounting standards, etc. : Yes 2) Changes in accounting policies other than 1) : No 3) Changes in accounting estimates : No 4) Restatement : No (3) Number of shares issued and outstanding (common shares) 1) Number of shares issued and outstanding at the end of the period (including treasury shares) As of December 31,2025 42,261,383 shares As of December 31, 2024 41,767,101 shares 2) Number of treasury shares at end of the period As of December 31,2025 208,004 shares As of December 31, 2024 100,051 shares
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3) Average number of shares during the period Year ended December 31,2025 41,875,642 shares Year ended December 31, 2024 41,009,147 shares (Reference) Non-consolidated financial results for the year ended December 31, 2025 (from January 1, 2025 to December 31, 2025) (1) Non-Consolidated business results (from January 1, 2025 to December 31, 2025) (% indicate year-on-year changes) Revenue Operating profit Ordinary profit Profit Millions of yen % Millions of yen % Millions of yen % Millions of yen % Year ended December 31,2025 7,555 6.8 1,367 58.4 1,354 58.6 215 - Year ended December 31,2024 7,072 26.0 863 - 854 - (1,779) - Basic earnings per share Diluted earnings per share Yen Yen Year ended December 31,2025 5.14 5.05 Year ended December 31,2024 (43.39) - (Note) For the fiscal year ending December 2024, diluted net income per share is not disclosed because, although diluted shares exist, the company is reporting a net loss per share. (2) Non-Consolidated financial position Total assets Net assets Equity ratio Net assets per share Millions of yen Millions of yen % yen As of December. 31 2025 5,816 1,999 34.4 47.55 As of December. 31 2024 5,519 1,598 29.0 38.37 (Reference) Equity As of December 31,2025 1,999 million yen As of December 31,2024 1,598 million yen * Summary of financial results is not subject to audit by certified public accountants or audit corporations. * Explanation regarding appropriate use of earnings forecasts, and other notes (Notes on forward-looking statements) (1)The earnings outlook and other forward-looking statements contained in this document are based on information currently available to and certain assumptions that are thought to be reasonable by the Company. Accordingly, such statements should not be construed as a guarantee of achieving the results by the Company. Actual results and the like may differ materially due to various factors. For the assumptions used for the forecast of financial results and notes on the use of the forecast of financial results, please refer to the attachment on page 4, entitled “1. Overview of Business Results (4) Future Outlook.”
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○ Table of Contents of the Attachment ○ Table of Contents of the Attachment 1 1. Overview of Business Results 2 (1) Overview of Business Results for the Current Fiscal Year 2 (2) Overview of Financial Position for the Current Fiscal Year 3 (3) Overview of Cash Flows for the Current Fiscal Year 3 (4) Future Outlook 4 2. Basic Policy for Selecting Accounting Standards 4 3. Consolidated Financial Statements and Significant Notes Thereto 5 (1) Consolidated Balance Sheet 5 (2) Consolidated Statement of Income and Consolidated Statement of Comprehensive Income 7 (3) Consolidated Statement of Shareholders’ Equity 9 (4) Consolidated Statement of Cash Flows 12 (5) Notes on Consolidated Financial Statements 14 (Notes on Going Concern Assumption) 14 (Changes in Accounting Policies) 14 (Business Combinations, Etc.) 14 (Segment Information, Etc.) 15 (Per Share Information) 15 (Significant Subsequent Events) 16 - 1 -
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1. Overview of Business Results (1) Overview of Business Results for the Current Fiscal Year The kubell Group has a mission of “making work more fun and creative.” People spend over half their lives working. We believe that time is not just for earning money. We develop and offer services aimed at making work more efficient and creative, helping as many employees as possible to enjoy their work more and express their creativity fully and freely. In line with this mission, our current flagship service, Chatwork (a business chat tool) provides improvements in labor productivity and diversity in work styles to our client companies, mainly Japanese SMEs. As a result, we have the most users in Japan (Note 1). Our medium- to long-term vision is to leverage our overwhelming share of the SME market for business chat, helping SMEs achieve further digital transformation by turning our service into a business super app—a platform that serves as a launching point for all manner of businesses. As part of our efforts to realize this vision, we are developing BPaaS (Business Process as a Service), which is a framework that provides business processes themselves as cloud services, enabling companies to utilize business outsourcing (BPO) via the cloud. This reduces companies' operational burden, enabling an environment where they can focus on more creative work. Our BPaaS's strength lies in improving SME productivity at low cost by integrating the business chat platform Chatwork into customers' business processes to streamline complex communication and providing services based on standardized operations. We will continue to help SMEs achieve further digital transformation by optimizing business processes through BPaaS and promoting the expansion of Chatwork as the core platform. During the current fiscal year, the second year of the Medium-Term Management Plan 2024-2026, we worked on establishing a framework and expanding our business to achieve both high growth and profit generation. The primary initiatives are as follows. (1) In Chatwork, we promoted a user expansion strategy centered on a Product-Led Growth (PLG) strategy. Specifically, we improved convenience and the completion rate of new registrations by implementing passwordless features and simplifying the account registration process. In addition, we launched an API integration with "Shalom," a SaaS with a top-class share for social insurance and labor attorneys, and promoted the invitation and acquisition of users who had not yet used Chatwork by supporting operational efficiency. (2) In BPaaS, we completed the management integration of our group companies, kubell partner Co., Ltd. and MINAGIN Co., Ltd., in July 2025 to increase growth speed and improve the efficiency of group management. We also promoted rebranding by refreshing the service brand to "TAXITA" and accelerated the expansion of services that broadly support non-core operations for small and medium-sized enterprises (SMEs), such as starting the provision of the recruitment process outsourcing (RPO) service "TAXITA Recruitment." (3) We actively promoted M&A and alliance strategies for discontinuous growth. In November 2025, we acquired the business of the cloud-based invoice processing service "Paytner Invoice" to strengthen DX support for accounting operations and enter the Fintech domain. Furthermore, in December of the same year, we resolved to make kubell storage Co., Ltd., which was previously a consolidated subsidiary, a wholly owned subsidiary to accelerate decision-making and increase investment flexibility. As a result, in the fiscal year the Company recorded revenue of 9,529,226 thousand yen (up 12.5% year on year), EBITDA (Note 2) of 1,371,374 thousand yen (up 60.0% year on year), an operating profit of 485,065 thousand yen (up 400.8% year on year), an ordinary profit of 458,084 thousand yen (up 506.9% year on year), and profit attributable to owners of parent was 215,051 thousand yen (compared to a loss attributable to owners of parent of 1,172,456 thousand yen in the previous fiscal year). The kubell Group's reporting segments were previously divided into two segments, the Chatwork segment and the Security segment, but from the first three months of the fiscal year , the Group has changed to a single segment, the Platform business, and thus segment information has been omitted. ARR (Note 3), number of paying IDs, and ARPU in the Chatwork account business Q4 ‘22 Q4 ‘23 Q4 ‘24 Q4 ‘25 ARR (Unit : JPY million) 4,314 5,876 6,873 7,343 Number of Paying IDs (Unit : 10000) 66.8 73.1 78.8 83.8 ARPU (Unit : JPY) 547.4 672.4 731.7 730.3 - 2 -
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Notes 1. Nielsen NetView Customized Report, July 2025: Monthly Active User (MAU) Survey. kubell Co., Ltd. selected 44 services for this survey, including Chatwork, Microsoft Teams, Slack, and LINE WORKS. 2. EBITDA is calculated by adding operating profit, depreciation and amortization expenses, and share-based payment expenses. 3. Chatwork's Annual Recurring Revenue (ARR). Calculated as Chatwork's quarterly revenue × 4 (2) Overview of Financial Position for the Current Fiscal Year (Assets) Total assets as of December 31, 2025 increased by 568,971 thousand yen compared with the end of the previous fiscal year to 6,682,954 thousand yen. This was mainly due to an increase in cash and deposits of 542,307 thousand yen, an increase in prepaid expenses of 154,593 thousand yen,a decrease in investments and other assets of 269,530 thousand yen. (Liabilities) Total liabilities as of December 31, 2025 increased by 167,834 thousand yen compared with the end of the previous fiscal year to 4,683,025 thousand yen. This was mainly due to a decrease in current portion of long-term borrowings of 315,976 thousand yen, an increase in contract liabilities of 242,964 thousand yen and an increase in provision for share-based payments of 164,583 thousand yen. (Net Assets) Net assets as of December 31, 2025 increased by 401,137 thousand yen compared with the end of the previous fiscal year to 1,999,928 thousand yen. This was mainly due to an increase in share capital of 86,008 thousand yen, an increase in capital surplus of 86,008 thousand yen and an increase in retained earnings of 215,051 thousand yen. As a result, the equity ratio was 29.9% (26.1% at the end of the previous fiscal year). (3) Overview of Cash Flows for the Current Fiscal Year As of December 31, 2025, cash and cash equivalents increased by 192,307 thousand yen compared with the end of the previous fisc al year to 3,105,235 thousand yen. The status of each cash flow and their factors during the current consolidated fiscal year are as follows. (Cash flows from operating activities) Net cash provided in operating activities amounted to 937,856 thousand yen(1,476,540 thousand yen in the same period of the previous year). This was mainly due to profit before income taxes of 458,084 thousand yen, depreciation of 549,703 thousand yen, share-based payments of 162,850 thousand yen, and an increase in contract liabilities of 242,964 thousand yen. (Cash flows from investing activities) Net cash used in investing activities amounted to 585,824 thousand yen(650,117 thousand yen in the same period of the previous year). This was mainly due to the purchase of intangible assets of 438,714 thousand yen, and payments for acquisition of businesses of 95,000 thousand yen. (Cash flows from financing activities) Net cash provided by financing activities amounted to 156,689 thousand yen(14,594 thousand yen in the same period of the previous year). This was mainly due to the repayment of long-term loans payable of 731,316 thousand yen, proceeds from long-term borrowings of 500,000 thousand yen, and payment for issuance of new shares of 75,500 thousand yen. - 3 -
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(4) Future Outlook We will continue to focus on achieving high growth rates and improving profitability. Our medium-term management plan states our aim to establish our position as the number one BPaaS company for small and medium-sized enterprises (SMEs) by the fiscal year ending December 31, 2026, and in the long term, to become a “business super app” platform that serves as the starting point for all business activities, backed by a dominant share in the SME market. From the fiscal year ending December 31, 2024 to the fiscal year ending December 31, 2026, we will accelerate the overall growth of the Group toward our goal of becoming the top BPaaS company for SMEs, while also working to build a profitable framework. Our medium-term targets include a CAGR for revenue of 30% or more from the fiscal year ended December 31, 2024 to the fiscal year ending December 31, 2026, as well as revenue of 15.0 billion yen and an EBITDA margin of 10–15% for the fiscal year ending December 31, 2026. Based on the aforementioned policies, in FY2026, we aim to achieve both high growth and profit generation by further expanding the business foundation of Business Chat and advancing the transition of the BPaaS business from the BPO model. The full-year financial forecasts are as follows. Forecast for FY2026 Revenue +13% YoY 〜 EBITDA JPY 1,500mn 〜 2. Basic Policy for Selecting Accounting Standards In consideration of comparability among companies, the Group applies Japanese GAAP for accounting standards. With regard to the adoption of IFRS (International Financial Reporting Standards), the Group intends to respond appropriately in consideration of various domestic and international circumstances. - 4 -
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3. Consolidated Financial Statements and Significant Notes Thereto (1) Consolidated Balance Sheet (Unit: thousand yen) As of December 31, 2024 As of December 31, 2025 Assets Current assets Cash and deposits 2,912,928 3,455,235 Accounts receivable - trade 354,506 456,925 Merchandise 1,764 4,045 Stored goods 1,619 1,411 Prepaid expenses 723,553 878,146 Other 31,540 35,082 Allowance for doubtful accounts (194) (957) Total current assets 4,025,718 4,829,891 Non-current assets Property, plant and equipment Building ― 20,660 Accumulated depreciation ― (497) Building (net) ― 20,163 Tools, furniture and fixtures 20,507 40,847 Accumulated depreciation (17,810) (21,693) Tools, furniture and fixtures (net) 2,697 19,153 Total property, plant and equipment 2,697 39,317 Intangible assets Software 1,039,150 753,082 Software in progress 54,962 249,280 Goodwill ― 89,458 Total intangible assets 1,094,112 1,091,821 Investments and other assets Investment securities 184,457 162,784 Security deposit and guarantee deposit 63,586 94,041 Deferred tax assets 282,396 335,102 Long-term prepaid expenses 109,114 119,201 Long-term time deposits 350,000 ― Others 1,900 10,795 Total investment and other assets 991,455 721,924 Total non-current assets 2,088,265 1,853,063 Total assets 6,113,983 6,682,954 - 5 -
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(Unit: thousand yen) As of December 31, 2024 As of December 31, 2025 Liabilities Current liabilities Accounts payable - other 353,355 343,752 Accrued expenses 256,513 252,546 Income taxes payable 230,584 251,866 Contract liabilities 1,982,545 2,225,510 Provision for bonuses 47,126 125,692 Current portion of long-term borrowings 706,316 390,340 Other 249,314 230,895 Total current liabilities 3,825,756 3,820,604 Non-current liabilities Long-term borrowings 456,928 541,588 Provision for share-based payments 156,249 320,833 Retirement benefit liability 3,459 ― Long-term accounts payable 70,000 ― Other 2,798 ― Total non-current liabilities 689,435 862,421 Total liabilities 4,515,191 4,683,025 Net assets Shareholders' equity Share capital 2,922,256 3,008,265 Capital surplus 2,908,116 2,994,125 Retained earnings (4,232,517) (4,017,465) Treasury stock (115) (115) Total shareholders' equity 1,597,741 1,984,810 Accumulated other comprehensive income Retained earnings Valuation difference on available-for-sale securities (1,768) 2,513 Deferred gains or losses on hedges 2,818 12,605 Total accumulated other comprehensive income 1,050 15,118 Total net assets 1,598,791 1,999,928 Total liabilities and net assets 6,113,983 6,682,954 - 6 -
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(2) Consolidated Statement of Income and Consolidated Statement of Comprehensive Income Consolidated Statement of Income (Unit: thousand yen) Fiscal year ended December 31, 2024 Fiscal year ended December 31, 2025 Revenue 8,470,717 9,529,226 Cost of revenue 2,627,370 2,925,595 Gross profit 5,843,347 6,603,630 Selling, general and administrative expenses 5,746,491 6,118,564 Operating profit (loss) 96,856 485,065 Non-operating income Interest income 270 4,114 Point income 5,280 5,445 Gain on liquidation of lease and guarantee deposits ー 3,746 Gain on investments in investment partnerships ー 3,786 Gain on sale of non-current assets 2,122 ー Miscellaneous income 383 1,440 Total non-operating income 8,055 18,535 Non-operating expenses Interest expenses 17,232 19,977 Foreign exchange losses 1,227 10,539 Share issuance costs 1,802 872 Commitment fees 752 750 Guarantee commission 1,206 1,206 Loss on investments in investment partnerships 290 ー Loss on sale of investment securities 1,834 6,536 Loss on retirement of non-current assets 2,185 4,141 Miscellaneous loss 2,904 1,491 Total non-operating expenses 29,434 45,516 Ordinary profit (loss) 75,476 458,084 Extraordinary loss Impairment losses 1,249,744 ー Loss on valuation of investment securities 44,300 ー Total extraordinary profit 1,294,044 458,084 Profit (loss) before income taxes (1,218,567) 458,084 Income taxes - current 182,488 297,064 Income taxes - deferred (228,600) (54,032) Total income taxes (46,111) 243,032 Profit (loss) (1,172,456) 215,051 Profit (loss) attributable to owners of parent (1,172,456) 215,051 - 7 -
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Consolidated Statement of Comprehensive Income (Unit: thousand yen) Fiscal year ended December 31, 2024 Fiscal year ended December 31, 2025 Profit (loss) (1,172,456) 215,051 Other comprehensive income Valuation difference on available-for-sale securities (1,768) 4,281 Deferred gains or losses on hedges 2,818 9,786 Total other comprehensive income 1,050 14,068 Comprehensive income (1,171,406) 229,119 (Breakdown) Comprehensive income attributable to owners of parent (1,171,406) 229,119 - 8 -
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(3) Consolidated Statement of Shareholders’ Equity Fiscal year ended December 31, 2024 (Unit:Thousand yen) Shareholders’ equity Share capital Capital surplus Retained earnings Treasury shares Total shareholders’ equity Balance at beginning of period 2,748,254 2,734,114 (3,060,060) (88) 2,422,218 Changes of items during period Issuance of new shares 174,002 174,002 348,005 Profit (loss) attributable to owners of parent (1,172,456) (1,172,456) Purchase of treasury shares (26) (26) Net changes of items other than shareholders’ equity Total changes of items during period 174,002 174,002 (1,172,456) (26) (824,477) Balance at end of period 2,922,256 2,908,116 (4,232,517) (115) 1,597,741 Accumulated other comprehensive income Total net assets Valuation difference on available-for- sale securities Deferred gains or losses on hedges Total accumulated other comprehensi ve income Balance at beginning of period - - - 2,422,218 Changes of items during period Issuance of new shares 348,005 Profit (loss) attributable to owners of parent (1,172,456) Purchase of treasury shares (26) Net changes of items other than shareholders’ equity (1,768) 2,818 1,050 1,050 Total changes of items during period (1,768) 2,818 1,050 (823,427) - 9 -
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Balance at end of period (1,768) 2,818 1,050 1,598,791 Fiscal year ended December 31, 2025 (Unit:Thousand yen) Shareholders’ equity Share capital Capital surplus Retained earnings Treasury shares Total shareholders’ equity Balance at beginning of period 2,922,256 2,908,116 (4,232,517) (115) 1,597,741 Changes of items during period Issuance of new shares 86,008 86,008 172,017 Profit (loss) attributable to owners of parent 215,051 215,051 Purchase of treasury shares (0) (0) Net changes of items other than shareholders’ equity Total changes of items during period 86,008 86,008 215,051 (0) 387,068 Balance at end of period 3,008,265 2,994,125 (4,017,465) (115) 1,984,810 Accumulated other comprehensive income Total net assets Valuation difference on available-for-s ale securities Deferred gains or losses on hedges Total accumulated other comprehensiv e income Balance at beginning of period (1,768) 2,818 1,050 1,598,791 Changes of items during period Issuance of new shares 172,017 Profit (loss) attributable to owners of parent 215,051 Purchase of treasury shares (0) - 10 -
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Net changes of items other than shareholders’ equity 4,281 9,786 14,068 14,068 Total changes of items during period 4,281 9,786 14,068 401,137 Balance at end of period 2,513 12,605 15,118 1,999,928 - 11 -
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(4) Consolidated Statement of Cash Flows (Unit: Thousand yen) Fiscal year ended December 31, 2024 Fiscal year ended December 31, 2025 Cash flows from operating activities Profit (loss) before income taxes (1,218,567) 458,084 Depreciation 338,964 549,703 Amortization of goodwill 121,243 5,541 Share-based payment expenses 294,506 162,850 Amortization of security deposit (299) 3,911 Share issuance costs 1,802 872 Loss (gain) on investments in investment partnerships 290 (3,786) Loss (gain) on valuation of investment securities 44,300 ー Loss on retirement of non-current assets 2,185 4,141 Impairment losses 1,249,744 ー Foreign exchange losses (gains) 1,388 3,035 Interest income (288) (4,132) Interest expenses 17,232 19,977 Commitment fees 752 750 Decrease (increase) in trade receivables 77,569 (102,419) Increase (decrease) in allowance for doubtful accounts (59) 762 Decrease (increase) in prepaid expenses (292,161) (231,012) Decrease (increase) in inventories 3,223 (2,073) Increase (decrease) in retirement benefit liability 1,184 (3,459) Decrease (increase) in deposits paid 19,848 938 Increase (decrease) in accounts payable-other 85,323 (100,503) Increase (decrease) in accrued expenses 39,704 (3,966) Increase (decrease) in income taxes payable 14,612 (4,742) Increase (decrease) in accrued consumption taxes 86,146 (56,332) Increase (decrease) in contract liabilities 416,775 242,964 Increase (decrease) in provision for bonuses 21,013 78,565 Increase (decrease) in provision for share-based payments 156,249 164,583 Other 16,945 42,442 Subtotal 1,499,630 1,226,698 Interest received 288 4,132 Interest paid (17,463) (21,184) Payments for commitment fees (752) (750) Income taxes paid (5,162) (271,040) Net Cash provided by (used in) operating activities 1,476,540 937,856 Cash flows from investing activities Purchase of property, plant and equipment (10,411) (41,000) Proceeds from sales of property, plant and equipment 2,172 ー Purchase of intangible assets (579,365) (438,714) Purchase of investment securities (54,404) ー Proceeds from sale of investment securities 8,188 13,440 Proceeds from distributions from investment partnerships 5,007 9,816 Payments of leasehold and guarantee deposits (21,304) (41,180) Proceeds from refund of leasehold and guarantee deposits ー 6,814 Payments for acquisition of businesses ー (95,000) Net cash provided by (used in) investing activities (650,117) (585,824) - 12 -
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(Unit: Thousand yen) Fiscal year ended December 31, 2024 Fiscal year ended December 31, 2025 Cash flows from financing activities Repayments of short-term borrowings (1,300) ー Proceeds from long-term borrowings 50,000 500,000 Repayments of long-term borrowings (264,016) (731,316) Proceeds from issuance of shares 202,550 75,500 Payment for issuance of new shares (1,802) (872) Purchase of treasury shares (26) (0) Net cash provided by (used in) financing activities (14,594) (156,689) Effect of exchange rate change on cash and cash equivalents (1,388) (3,035) Net increase (decrease) in cash and cash equivalents 810,440 192,307 Cash and cash equivalents at beginning of term 2,102,487 2,912,928 Cash and cash equivalents at end of term 2,912,928 3,105,235 - 13 -
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(5) Notes on Consolidated Financial Statements (Notes on Going Concern Assumption) Not applicable. (Changes in Accounting Policies) (Application of the Accounting Standard for Current Income Taxes, etc.) The Company has applied Accounting Standard for Current Income Taxes (Accounting Standards Board of Japan (ASBJ) Statement No. 27, October 28, 2022; hereinafter referred to as the “Revised Accounting Standard 2022”) effective from beginning of the fiscal year. The amendment to categories in which current income taxes should be recorded (taxes on other comprehensive income) follows the transitional treatment prescribed in the proviso of paragraph 20-3 of the Revised Accounting Standard 2022 and the transitional treatment prescribed in the proviso (2) of paragraph 65-2 of the Implementation Guidance on Tax Effect Accounting (ASBJ Guidance No. 28, October 28, 2022; hereinafter referred to as the “Revised Implementation Guidance 2022”). This change in accounting policies has no impact on the consolidated financial statements. For the amendment related to the revised accounting treatment for consolidated financial statements when gains or losses on sale of shares in subsidiaries resulting from transactions between consolidated companies were deferred for tax purposes, the 2022 Revised Implementation Guidance 2022 has been applied since the beginning of the fiscal year under review. This change in accounting policies is applied retrospectively, and consolidated financial statements and consolidated financial statements for the previous year are after retrospective application. This change in accounting policies has no impact on the consolidated financial statements for the previous fiscal year and the consolidated financial statements for the previous fiscal year. (Business Combinations, Etc.) (Absorption-Type Merger Between Consolidated Subsidiaries) At a Board of Directors meeting on February 14, 2025, the Company resolved to conduct an absorption-type merger in which its consolidated subsidiary, kubell partner Co., Ltd., will be the surviving company, while kubell partner’s subsidiary, MINAGINE Co., Ltd.—a sub-subsidiary of the Company—will be the dissolved company. The merger was completed on July 1, 2025. 1. Outline of transaction (1) Names and businesses of the companies at the time of the merger Surviving company in the absorption-type merger Company name: kubell partner Co., Ltd. Business details: Provision of support and assistance for various business operations Dissolved company in the absorption-type merger Company name: MINAGINE Co., Ltd. Business details: Payroll outsourcing, planning and sales of work management systems, etc. (2) Date of the business combination July 1, 2025 (3) Legal form of the business combination Absorption-type merger with kubell partner Co., Ltd. as the surviving company and MINAGINE Co., Ltd. as the dissolving company (4) Name of the combined company kubell partner Co., Ltd. (5) Other matters regarding the outline of transaction The purpose of this merger is to further improve the speed of sales and profit growth and to improve the efficiency of management of the Group by integrating kubell partner Co., Ltd. and MINAGINE Co., Ltd. as a single corporation. 2. Outline of accounting procedures to be implemented In accordance with the "Accounting Standard for Business Combinations" (ASBJ Statement No. 21, January 16, 2019) and the "Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures" (ASBJ Guidance No. 10, January 16, 2019), the Company has accounted for this transaction as one under common control. - 14 -
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(Segment Information, Etc.) [Segment information] 1) Fiscal year ended December 31,2024 As described in "2) Fiscal year ended December 31,2025 (Matters related to Changes in Reporting Segments, etc.)”. 2) Fiscal year ended December 31,2025 The kubell Group has changed to a single segment, the Platform business, and thus segment information has been omitted. (Matters related to changes in reportable segments, etc.) The kubell Group previously reported its operations in two reportable segments, the Chatwork segment and the Security segment, but since the Security segment was discontinued on December 31, 2024, effective from the fiscal year, the Group's reportable segments have been changed to a single segment. In addition, the name of “Chatwork segment” was changed to “Platform business” in conjunction with the change of reportable segments. There is no impact on segment information as a result of this change in segment name. As a result of this change, the Group now has a single reportable segment, and therefore segment information for the previous fiscal year and the fiscal year has been omitted. (Per Share Information) Fiscal year ended December 31, 2024 Fiscal year ended December 31, 2025 Net assets per share 38.38yen 47.56yen Net income(loss) per share (28.59yen) 5.14yen Diluted earnings per share ― 5.05yen (Note) 1.Diluted net income per share for the previous fiscal year is not disclosed because, although dilutive shares exist, the company reported a net loss per share. 2. The basis for calculating net income per share or net loss per share and diluted net income per share is as follows. Fiscal year ended December 31, 2024 Fiscal year ended December 31, 2025 Net income(loss) per share Profit (loss) (thousand yen) (1,172,456) 215,051 Profit (loss) not attributable to common shar eholders (thousand yen) ― ― Profit (loss) related to common stock (thousand yen) (1,172,456) 215,051 Average number of shares of common stock outstanding during the fiscal year (shares) 41,009,147 41,875,642 Diluted earnings per share Adjustment to Net Income Attributable to Parent Company Shareholders (thousand yen) ― ― Number of Common Shares Increased (Shares) ― 687,521 (New Share Subscription Rights (Shares)) ― (687,521) Summary of Dilutive Shares Not Included in the Calculation of Diluted Earnings Per Share Due to Lack of Dilutive Effect ― ― 3. The basis for calculation of net assets per share is as follows: As of December 31, 2024 As of December 31, 2025 Total net assets (thousand yen) 1,598,791 1,999,928 Amount deducted from the total net assets (thousand yen) ー ー Amount of net assets related to common stock as of the end of the fiscal year (thousand yen) 1,598,791 1,999,928 Number of shares of common stock used in the calculation of net assets per share as of the end of the fiscal year (shares) 41,662,050 42,053,379 - 15 -
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(Significant Subsequent Events) Not applicable. - 16 -