The Financial Services Agency has ordered ENECHANGE Co., Ltd., a Tokyo Stock Exchange Growth-market issuer, to pay a ¥91.5mn surcharge to the national treasury by November 17, 2026, after finding that the company and a consolidated subsidiary overstated sales through improper accounting. The finding covers two filings, each built on the same inflated results.
In the quarterly report for the third quarter through September 2023, filed November 10, 2023, ENECHANGE reported a net loss attributable to parent-company shareholders of ¥1.38bn. The actual figure was a wider ¥1.66bn loss. Calculated on that filing alone, the surcharge would have been ¥3.0mn; because ENECHANGE submitted a surcharge-reduction report before any FSA inspection began, the regulator halved it to ¥1.5mn under the self-reporting discount in the Financial Instruments and Exchange Act.
The larger exposure comes from a securities registration statement filed February 9, 2024, which incorporated the same understated figures by reference to the Q3 report. Investors relied on that statement to buy 3,784,200 shares for a combined ¥4.0bn in a public offering completed February 26, 2024. The FSA calculated a surcharge equal to 4.5% of the offering's total issue value, ¥180.0mn, then applied the same pre-inspection reduction to bring it to ¥90.0mn.
| Violation | Filing date | Key detail | Surcharge ordered |
|---|---|---|---|
| Q3 quarterly report | Nov 10, 2023 | Net loss attributable to parent understated: ¥1.38bn reported vs ¥1.66bn actual | ¥1.5mn |
| Securities registration statement | Feb 9, 2024 | Underpinned a Feb 26, 2024 offering of 3,784,200 shares raising ¥4.0bn | ¥90.0mn |
| Total | N/A | Combined surcharge due to the national treasury | ¥91.5mn |
ENECHANGE separately admitted the underlying facts and the surcharge amount before its first scheduled hearing, a concession that closed the case without a contested tribunal process. The order followed a Securities and Exchange Surveillance Commission recommendation and a June 19, 2026 decision to open hearings; the final ruling is dated September 16, 2026 and was signed by the FSA Commissioner. The FSA's decision summary does not name the individuals who approved the sales entries or say whether the February 2024 share buyers have separate recourse.