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Occurring Fact8894REVOLUTION CO.,LTD.Real Estate

Notice Regarding the Establishment of an Internal Investigation Committee

Following receipt from the audit firm of a review report disclaiming a conclusion on the interim consolidated financial statements in the semi-annual report, REVOLUTION and its 2 consolidated subsidiaries resolved to establish an internal investigation committee with external experts. The committee will investigate the accounting treatment of real estate transactions subject to repurchase conditions and their impact on the financial statements. Depending on the results, corrections will be made to the semi-annual report and previously filed annual securities reports.

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Establishment of an Internal Investigation Committee

Subject Entity

株式会社REVOLUTION, its consolidated subsidiaries WeCapital株式会社 and ヤマワケエステート株式会社

Target Locations / Products

Real estate funds organized and managed by ヤマワケエステート株式会社, and real estate transactions accompanied by repurchase agreements (memoranda of understanding regarding repurchase)

Occurrence15 June 2026 (the date on which the Company and each consolidated subsidiary resolved to establish the committee)
Same day
Awareness or receipt of notice15 June 2026 (the date on which the Company received from Audit Corporation Aria an interim review report stating that no conclusion would be expressed on the interim consolidated financial statements in the semi-annual report for the fiscal year ending October 2026)
This disclosure06/15/2026
Cause

The Company determined that the repurchase transactions may not have been accounted for appropriately in accordance with accounting standards for revenue recognition and other applicable standards. In multiple transactions, suppliers and others repurchased the properties for amounts significantly exceeding the purchase prices.

Related procedures

Type

Investigation by an internal investigation committee (an investigation conducted with external experts)

Court or authority

Kanto Local Finance Bureau (identified as the filing authority for the semi-annual report)

Accounting period in which recognized

The six-month period ended April 2026 and previously filed annual securities reports and other reports (corrections and other measures are anticipated if the concerns cannot be dispelled)

Company response

Investigation structure

The committee will comprise external experts, including certified public accountants, and officers and employees of the Company and its group companies. The investigation will not be conducted in accordance with the Guidelines for Third-Party Committees of the Japan Federation of Bar Associations, and will be carried out in coordination with Audit Corporation Aria. On 15 June 2026, the Company, WeCapital株式会社 and ヤマワケエステート株式会社 each resolved to establish a committee.

Outlook

The investigation is expected to take approximately 1 month, after which the results will be submitted to Audit Corporation Aria. The audit firm's verification and other procedures are expected to take 1 to 2 months. If the concerns are dispelled and no other issues are identified, the Company may be able to obtain an unqualified conclusion in the interim review report for the third quarter of the fiscal year ending October 2026. If the concerns cannot be dispelled, corrections and other measures are anticipated for the semi-annual report and previously filed annual securities reports and other reports.

Planned follow-up disclosure

The Company will make a timely disclosure promptly after submitting the investigation results to the audit firm. Further actions will be disclosed in a timely manner once decided.

Event that occurred
ItemDetails
Event nameEstablishment of an Internal Investigation Committee
Date of occurrence15 June 2026 (the date on which the Company and each consolidated subsidiary resolved to establish the committee)
Date recognized / date notice received15 June 2026 (the date on which the Company received from Audit Corporation Aria an interim review report stating that no conclusion would be expressed on the interim consolidated financial statements in the semi-annual report for the fiscal year ending October 2026)
Subject Entity株式会社REVOLUTION, its consolidated subsidiaries WeCapital株式会社 and ヤマワケエステート株式会社
Target Locations / ProductsReal estate funds organized and managed by ヤマワケエステート株式会社, and real estate transactions accompanied by repurchase agreements (memoranda of understanding regarding repurchase)
CauseThe Company determined that the repurchase transactions may not have been accounted for appropriately in accordance with accounting standards for revenue recognition and other applicable standards. In multiple transactions, suppliers and others repurchased the properties for amounts significantly exceeding the purchase prices.
Accounting period in which recognizedThe six-month period ended April 2026 and previously filed annual securities reports and other reports (corrections and other measures are anticipated if the concerns cannot be dispelled)
Type of litigation or proceedingInvestigation by an internal investigation committee (an investigation conducted with external experts)
Court or authorityKanto Local Finance Bureau (identified as the filing authority for the semi-annual report)
Investigation structureThe committee will comprise external experts, including certified public accountants, and officers and employees of the Company and its group companies. The investigation will not be conducted in accordance with the Guidelines for Third-Party Committees of the Japan Federation of Bar Associations, and will be carried out in coordination with Audit Corporation Aria. On 15 June 2026, the Company, WeCapital株式会社 and ヤマワケエステート株式会社 each resolved to establish a committee.
OutlookThe investigation is expected to take approximately 1 month, after which the results will be submitted to Audit Corporation Aria. The audit firm's verification and other procedures are expected to take 1 to 2 months. If the concerns are dispelled and no other issues are identified, the Company may be able to obtain an unqualified conclusion in the interim review report for the third quarter of the fiscal year ending October 2026. If the concerns cannot be dispelled, corrections and other measures are anticipated for the semi-annual report and previously filed annual securities reports and other reports.
Planned follow-up disclosureThe Company will make a timely disclosure promptly after submitting the investigation results to the audit firm. Further actions will be disclosed in a timely manner once decided.
Items this document does not state (13)
Amount of Impact on Business PerformanceImpact on Earnings ForecastPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateMeasures to prevent recurrenceDirectors' and officers' liabilityVoting rights ownership percentage before the changeVoting rights ownership percentage after the change

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The company received from Audit Corporation Aria an interim review report stating that no conclusion would be expressed on the semi-annual report. There was a possibility that Yamawake Estate's real estate transactions subject to repurchase conditions had not been accounted for appropriately in accordance with accounting standards for revenue recognition and other applicable standards.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Establishment of an Internal Investigation Committee | REVOLUTION CO.,LTD. (8894) timely disclosure | Komori