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Abalance Must Ask Shareholders to Approve Books Its Own Auditor Won't Vouch For

An auditor's refusal to give an opinion on Abalance's accounting for paid-supply transactions and internal controls forces the Tokyo-listed manufacturer into a rare September 30 shareholder vote just to certify last year's results.

Aug 24, 20262 min readAbalance Corporation3856
Illustration of an open ledger, a shareholder ballot box, and a calendar with one date marked, symbolizing a company's audit disclaimer and the resulting shareholder vote.

Abalance Corporation (TSE: 3856) is asking shareholders to do something its own auditor would not: sign off on a full year of financial statements. The company's board resolved on August 24, 2026 to convene an extraordinary general meeting for September 30, after its accounting auditor issued a disclaimer of opinion on the year ended March 31, 2026.

The disclaimer, dated August 18, 2026, covers both Abalance's annual securities report and its internal-control audit report. The auditor said it could not obtain sufficient, appropriate evidence to judge the accuracy and completeness of the group's accounting for so-called paid-supply transactions, the design and operation of its internal controls, or the assumptions behind the company's status as a going concern.

That refusal carries a legal consequence most annual meetings never have to deal with. Under Article 438, Paragraph 2 of Japan's Companies Act, a company cannot treat its financial statements as a routine reporting item at an ordinary annual meeting once the audit opinion is missing. Abalance instead needs shareholders to formally approve the business report and financial statements for its 27th fiscal period, covering April 1, 2025 through March 31, 2026, at a standalone extraordinary meeting.

Abalance's extraordinary meeting, at a glance
Details as disclosed in the company's August 24, 2026 TDnet filing.
ItemDetail
Meeting date and timeSeptember 30, 2026, 1:00 pm
VenueAP Shinagawa, 8th floor, Shinagawa Tokyu Building, Konan 1-6-31, Minato-ku, Tokyo
Record dateJuly 31, 2026
Agenda itemApproval of the business report, consolidated financial statements and non-consolidated financial statements for the year ended March 31, 2026
Auditor disclaimer dateAugust 18, 2026

The accounting question predates this month's disclaimer. Abalance says a third-party committee and a separate verification committee have been investigating the propriety of its paid-supply transaction accounting since September 2025, an inquiry that already produced restatements of prior-period results. On July 31, 2026 the company published an improvement plan aimed at strengthening management oversight, rebuilding internal controls, and raising compliance awareness, and it says that plan is now being carried out.

One detail remains unsettled: Abalance's contract with the same audit firm for the year ending March 2027 is still under negotiation, the company said, leaving open whether the relationship continues once this dispute over last year's books is resolved.