6-K
Logprostyle Inc. (LGPS)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-42473
LOGPROSTYLEINC.
1-2-3 Kita-Aoyama
Minato-ku, Tokyo 107-0061, Japan
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATIONCONTAINED IN THIS FORM 6-K REPORT
On or about June 5, 2026, LogProstyle Inc. (the “Company”) released a Notice of Convocation (the “Notice”) of the Company’s Annual General Meeting of Shareholders (the “Meeting”) to be held on Tuesday, June 30, 2026 at 9:00 a.m. (Eastern Time)/10:00 p.m. (Japan Standard Time), in Tokyo, Japan, for the following purpose, as more fully described in the Notice:
Mattersto be Reported:
The Business Report and the Non-Consolidated Financial Statements for the 9th Fiscal Year (April 1, 2025 to March 31, 2026)
Mattersto be Resolved:
**Proposal:**Election of Six (6) Directors
Shareholders are encouraged to read the Notice, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, which includes, among other things, non-consolidated financial statements for the 9th fiscal year, prepared in accordance with Japanese generally accepted accounting principles, a business report for the 9^th^ fiscal year, and information with respect to the directors proposed for election.
Also on or about June 5, 2026, the Company released a proxy card (the “Proxy Card”), a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
This report on Form 6-K does not constitute a proxy solicitation. Shareholders wishing to attend, and/or vote their shares at, the Meeting should refer to, and follow the instructions set forth in, the Notice and the Proxy Card.
EXHIBITINDEX
| Exhibit No | **** | Description |
|---|---|---|
| 99.1 | Notice of Convocation of the 9^th^ Annual General Meeting of Shareholders. | |
| 99.2 | Proxy Card. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LOGPROSTYLE INC. | ||
|---|---|---|
| Date:<br> June 5, 2026 | By: | /s/ Yasuyuki Nozawa |
| Yasuyuki<br> Nozawa | ||
| Chief<br> Executive Officer, President, and Representative Director |
Exhibit99.1
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
June 5, 2026
LogProstyleInc. (NYSE American: LGPS)
1-2-3 Kita-Aoyama, Minato-ku, Tokyo, Japan
Noticeof Convocation of the Annual General Meeting of Shareholders
forthe 9th Fiscal Year (Ended March 31, 2026)
Dear Shareholders:
Notice is hereby given that the Annual General Meeting of Shareholders for the 9th fiscal year of LogProstyle Inc. (NYSE American: LGPS) (the “Company”) will be held as outlined in the “Overview of the 9th Annual General Meeting of Shareholders” below.
The record date for exercising voting rights at this General Meeting of Shareholders is March 31, 2026, pursuant to the Companies Act of Japan and the Articles of Incorporation of the Company.
YOUR VOTE IS VERY IMPORTANT. If you attend the meeting in person, you may vote at the meeting. Otherwise, you may exercise your voting rights by either (i) voting online or (ii) by completing, dating, signing and returning the enclosed 2026 Annual Meeting Proxy Card (the “ProxyCard”) by mail. Please ensure that your vote is submitted no later than 11:59 p.m. (Eastern Time) on June 24, 2026 / 12:59p.m. (Japanese Standard Time) on June 25, 2026.
We encourage you to review the Reference Documents for the General Meeting of Shareholders enclosed with this Notice and submit your vote by the deadline stated above.
| (Note) For beneficial owners who hold shares through brokers or other nominees:<br><br> <br>****<br><br> <br>If<br> you hold shares of the Company through a broker, bank, or other nominee, please follow the<br> instructions and deadlines provided by your financial institution or its voting service provider<br> (e.g., Broadridge) for submitting your voting instructions.<br><br> <br><br><br> <br>The<br> voting methods and deadlines described in this document apply only to shareholders registered in the shareholder registry (record<br> holders), and may differ from those applicable to beneficial owners holding shares through brokers or other nominees.<br><br> <br><br><br> <br>To<br> ensure that your voting instructions are properly reflected, please be sure to follow the procedures and deadlines provided by your<br> broker, bank, or its agent (e.g., Broadridge). |
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Overviewof the Annual General Meeting of Shareholders for the 9th Fiscal Year
| 1. | Date and Time |
|---|---|
| ET:<br> Tuesday, June 30, 2026, 9:00 a.m. | |
| JST:<br> Tuesday, June 30, 2026, 10:00 p.m. | |
| 2. | Venue |
| --- | --- |
| Head<br> Office of the Company | |
| 13th<br> Floor, Aoyama Building, 1-2-3 Kita-Aoyama, Minato-ku, Tokyo, Japan | |
| 3. | Agenda: |
| --- | --- |
| Matters to Be Reported:<br><br> <br>**** | |
| The<br> Business Report and the Non-Consolidated Financial Statements for the 9th Fiscal Year (April<br> 1, 2025 to March 31, 2026) | |
| Please<br> refer to the attachments of this Notice for the business report and the non-consolidated<br> financial statements. | |
| Matters to Be Resolved: | |
| --- | --- |
| Proposal:<br> Election of Six (6) Directors |
ImportantNotice Regarding Japanese GAAP Financial Information
The financial results for the year ended March 31, 2026 presented in the business report and the accompanying Japanese generally accepted accounting principles (“GAAP”) financial statements are prepared solely in accordance with Japanese GAAP on a non-consolidatedbasis, have not been reviewed or audited under the standards of the PCAOB or U.S. generally accepted auditing standards (“GAAS”), and do not present all information necessary for an understanding of the Company’s results of operations for the year ended March 31, 2026. Our U.S. GAAP results on a consolidated basis for the year ended March 31, 2026 remain subject to the completion of management’s reviews and reconciliations and/or adjustments under U.S. GAAP, the Company’s other financial closing procedures, and the audit by the Company’s independent auditor in accordance with the standards of the PCAOB, and may differ from non-consolidated basis, Japanese GAAP results for this period due to the completion of the Company’s financial closing procedures, the audit under the standards of the PCAOB, the differences between non-consolidated basis results and consolidated basis results, and other developments that may arise during the audit process.
The Company’s independent U.S. auditor has not audited, reviewed, compiled, or performed any procedures with respect to the Japanese GAAP financial results presented in the business report or the accompanying Japanese GAAP financial statements under either the standards of the PCAOB or U.S. GAAS. Accordingly, the Company’s independent U.S. auditor does not express an opinion or any other form of assurance with respect thereto.
The Company intends to file its Annual Report on Form 20-F containing the audited financial statements for the year ended March 31, 2026 prepared in accordance with U.S. GAAP by the filing deadline prescribed by the U.S. Securities and Exchange Commission (the “SEC”), and such financial information contained in the Annual Report, including the Company’s audited financial statements prepared in accordance with U.S. GAAP, may differ from the Japanese GAAP financial information disclosed in this business report and the accompanying Japanese GAAP financial statements. As such, this Japanese GAAP financial information should not be viewed as a substitute for the Company’s audited annual financial statements prepared in accordance with U.S. GAAP and is not necessarily indicative of any future period. Accordingly, you should not place undue reliance on this Japanese GAAP information.
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Howto Vote at the General Meeting of Shareholders
(ForRecord Holders)
(Note)For beneficial owners who hold shares through brokers or other nominees:
If you hold shares of the Company through a broker, bank, or other nominee, please follow the instructions and deadlines provided by your financial institution or its voting service provider (e.g., Broadridge) for submitting your voting instructions. The voting methods and deadlines described in this document apply only to shareholders registered in the shareholder registry (record holders), and may differ from those applicable to beneficial owners holding shares through brokers or other nominees. To ensure that your voting instructions are properly reflected, please be sure to follow the procedures and deadlines provided by your broker, bank, or its agent (e.g., Broadridge).
Record holders may exercise your voting rights by one of the following three methods:
1.Voting Online
Please refer to the section titled “Guide to Voting Online” below and follow the instructions to indicate your approval or disapproval before the deadline.
Deadlineto Vote Online:
| ● | ET:<br> June 24, 2026, at 11:59 p.m. |
|---|---|
| ● | JST:<br> June 25, 2026, at 12:59 p.m. |
2.Voting by Mail (Proxy Card)
Please refer to the “Guide to Voting by Mail (Proxy Card)” below. Please indicate your vote for or against each proposal on the enclosed Proxy Card, date and sign it, and return it using the enclosed return envelope so that it is received at the designated address in the United States by the voting deadline.
Please note that your vote by mail will only be considered valid if the completed Proxy Card arrives at the designated address in the United States by the voting deadline. Particularly for shareholders returning the Proxy Card from outside the United States, please be aware that international mail delivery may take a significant amount of time. To ensure that your vote is properly submitted and received in time, we strongly recommend voting online.
Deadlinefor Receipt by Mail (Proxy Card):
| ● | ET:<br> June 24, 2026, at 11:59 p.m. |
|---|---|
| ● | JST:<br> June 25, 2026, at 12:59 p.m. |
Notesfor Voting Online and by Mail (Proxy Card):
| ● | If<br> both online voting and return of the Proxy Card are conducted, the one received last will be considered valid expression of intent. | |
|---|---|---|
| ● | If<br> you vote more than once via the Internet, only your most recent vote will be considered valid. | |
| --- | --- | --- |
| ● | If<br> you do not indicate either approval or disapproval of a proposal on the Proxy Card, your vote will be counted as in favor of that proposal. | |
| --- | --- | --- |
3.Voting in Person at the Meeting
Please present the enclosed 2026 Annual Meeting Admission Ticket at the reception desk at the venue. If voting rights are to be exercised by a proxy, documentation evidencing the proxy’s authority must be submitted. Please also bring this Notice with you to the meeting.
Dateand Time of the Meeting:
| ● | JST:<br> Tuesday, June 30, 2026, at 10:00 p.m. |
|---|---|
| ● | ET:<br> Tuesday, June 30, 2026, at 9:00 a.m. |
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Guideto Voting Online
(ForRecord Holders)
(Note)For beneficial owners who hold shares through brokers or other nominees:
If you hold shares of the Company through a broker, bank, or other nominee, please follow the instructions and deadlines provided by your financial institution or its voting service provider (e.g., Broadridge) for submitting your voting instructions. The voting methods and deadlines described in this document apply only to shareholders registered in the shareholder registry (record holders), and may differ from those applicable to beneficial owners holding shares through brokers or other nominees. To ensure that your voting instructions are properly reflected, please be sure to follow the procedures and deadlines provided by your broker, bank, or its agent (e.g., Broadridge).
| Voting<br> by Smartphone | ||
|---|---|---|
| I. | Accessing the Login Screen | |
| --- | --- | |
| Please<br> scan the QR code provided on the enclosed Proxy Card. | ||
![]() |
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| II. | Logging In | |
| --- | --- | |
| Enter<br> the 15-digit number (*) printed on your Proxy Card (titled “2026 Annual Meeting Proxy Card”) in the space below “Please<br> enter your Control Number” and click “SUBMIT.” | ||
![]() |
(*) Please enter the 15-digit number printed on your Proxy Card (below is a sample number).

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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| III. | Click “NEXT.” |
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| IV. | Click “Enter Vote.” |
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| V. | Click “NEXT.” |
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| VI. | Entering Your Vote on Each Proposal |
|---|
For each proposal, please select your vote as follows:
| ● | To<br> vote in favor → select “For” |
|---|---|
| ● | To<br> vote against → select “Against” |
| ● | To<br> abstain → select “Abstain” |
Once you have completed voting on all proposals, click “NEXT” at the bottom of the page.
Note: If you do not enter a vote for a proposal, clicking “NEXT” will automatically register a vote “For” that proposal.

| VII. | Review and Submission |
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A summary of your votes for each proposal will be displayed. Please review your selections, and if everything is correct, click “SUBMIT” at the bottom of the page to submit your vote.
| (*) | If<br> you would like to receive an email confirmation, please enter your email address in the space below “To receive an email confirmation<br> (…).” |
|---|---|
| (*) | If<br> you wish to revise your votes, click “PREVIOUS.” |
| --- | --- |

| Voting<br> by Computer |
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| I. | Accessing the Login Screen |
|---|---|
| Please<br> access the following URL. | |
| www.investorvote.com/lgps |
| II. | Logging In |
|---|---|
| Enter<br> the 15-digit number (*) printed on your Proxy Card (titled “2026 Annual Meeting Proxy Card”) in the space next to “Control<br> Number” and click “SUBMIT.” |

| (*) | Please<br> enter the 15-digit number printed on your Proxy Card (below is a sample number). |
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| III. | Click “NEXT.” |
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| --- | | IV. | Entering Your Vote on Each Proposal | | --- | --- |
For each proposal, please select your vote as follows:
| ● | To<br> vote in favor → select “For” |
|---|---|
| ● | To<br> vote against → select “Against” |
| ● | To<br> abstain → select “Abstain” |
Once you have finished voting on all proposals, click “NEXT” at the bottom of the page.
Note: If you do not enter a vote for a proposal, clicking “NEXT” will automatically register a vote of “For” for that proposal. Thank you for your understanding.

| V. | Review and Submission |
|---|
A summary of your votes for each proposal will be displayed. Please review your selections, and if they are correct, click “SUBMIT” at the bottom of the page to submit your vote.
| (*) | If<br> you would like to receive a confirmation by email, please enter your email address in the space next to “Email Address.” |
|---|---|
| (*) | If<br> you wish to revise your votes, click “PREVIOUS.” |
| --- | --- |

Notes:
| ● | Any<br> connection or data charges incurred in accessing the online voting website shall be borne<br> by the shareholder. |
|---|---|
| ● | Please<br> note that you may be unable to access the online voting website depending on your internet<br> environment, service provider, or device. |
Guideto Voting by Mail (Proxy Card)
(ForRecord Holders)
(Note)For beneficial owners who hold shares through brokers or other nominees:
If you hold shares of the Company through a broker, bank, or other nominee, please follow the instructions and deadlines provided by your financial institution or its voting service provider (e.g., Broadridge) for submitting your voting instructions. The voting methods and deadlines described in this document apply only to shareholders registered in the shareholder registry (record holders), and may differ from those applicable to beneficial owners holding shares through brokers or other nominees. To ensure that your voting instructions are properly reflected, please be sure to follow the procedures and deadlines provided by your broker, bank, or its agent (e.g., Broadridge).
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
I.How to Complete the Proxy Card (1) – Indicating Your Vote on Each Proposal
| If<br> you are in favor of a proposal, place an “×” in the “For”<br> box.<br><br> <br>If<br> you are against a proposal, place an “×” in the “Against” box.<br><br> <br>If<br> you wish to abstain, place an “×” in the “Abstain” box | ![]() |
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| Using<br> a black ink pen, mark your votes with an “×” as shown in<br> the example to the right.<br><br> <br>Please<br> do not write outside the designated areas. | ![]() |
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II.How to Complete the Proxy Card (2) – Entering the Date and Signature
Date:
Please enter the date in the “Date (mm/dd/yyyy)” field using the month/day/year format.
(Example: For June 10, 2026, enter “06/10/2026”)
Signature:
Please sign your name in English in the “Signature 1” or “Signature 2” field.
For Individual Shareholders: Be sure to sign exactly as your name appears on the Proxy Card.
For Corporate Shareholders: If the shareholder is a corporation, the signatory must also indicate their title. The name of the corporation need not to be included in the signature box.

III.Detach and Return
Please detach along the dotted line and place the completed Proxy Card—on which you have indicated your vote, entered the date, and provided your signature—into the enclosed return envelope and mail it so that it arrives by the voting deadline.

Note:
Please note that your vote by mail will only be considered valid if the completed Proxy Card arrives at the designated address in the United States by the voting deadline. Particularly for shareholders returning the Proxy Card from outside the United States, please be aware that international mail delivery may take a significant amount of time. To ensure that your vote is properly submitted and received in time, we strongly recommend voting online.
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
LiveAudio Streaming of the General Meeting of Shareholders
To ensure that as many shareholders as possible can follow the proceedings, the Annual General Meeting of Shareholders will be streamed live over the Internet in audio format.
Pleasenote that listening to the live stream does not constitute attendance under the Companies Act of Japan. In addition, shareholders willnot be able to vote, submit questions, or make motions during the live stream. Please vote in advance, as described in the section titled “How to Vote at the General Meeting of Shareholders.”
StreamingSchedule
JST: Tuesday, June 30, 2026, 10:00 p.m. until the conclusion of the General Meeting of Shareholders
ET: Tuesday, June 30, 2026, 9:00 a.m. until the conclusion of the General Meeting of Shareholders
Howto Access the Live Stream
I.Accessing the Streaming Site
Please access the following URL using a computer, smartphone, or other device.
meetnow.global/MRCWQL4
Next, please click “JOIN MEETING NOW” on the screen shown below.

II.Signing In
1.For Record Holders:
Select the “Shareholder” tab, enter the 15-digit number printed on your Proxy Card (“2026 Annual Meeting Proxy Card”) in the space below “Control Number,” and click “SIGN IN.”
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.

**Note:**Please enter the 15-digit number printed on your Proxy Card (as shown in the sample below). The number shown is for illustrative purposes only.

2.For Beneficial Owners Who Hold Shares Through Brokers or Other Nominees:
Select the “Guest” tab, enter your first name and last name in the respective fields, then enter your emailaddress in the “Email” field, and click “SIGN IN.”

Notes:
| ● | Shareholders<br> are responsible for any connection or data usage fees incurred when accessing the live stream. |
|---|---|
| ● | Depending<br> on your Internet environment, service provider, or device, you may not be able to access<br> the stream properly. |
| ● | The<br> live audio stream may be interrupted or canceled due to technical issues or unforeseen circumstances. |
| ● | Recording,<br> saving, or sharing the stream, or disclosing the URL to third parties is prohibited. |
For technical inquiries regarding the live stream:
| ● | From<br> outside the United States: +1 781-575-2748 |
|---|---|
| ● | From<br> within the United States: 888-724-2416 |
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
ReferenceDocuments for the General Meeting of Shareholders
Mattersto Be Resolved and Details Thereof:
Proposal:Election of Six (6) Directors
The terms of office of all current directors will expire at the conclusion of this Annual General Meeting. Accordingly, the Company proposes the election of six directors.
The following individuals are nominated as candidates for election as directors.
| Name<br><br> <br>(Date of Birth) | Brief personal history, Positions and Responsibilities in the Company and Significant Concurrent Positions | Number of Shares of the Company Held | |
|---|---|---|---|
| November 2000 | Joined ARK JAPAN co., ltd. | ||
| December 2002 | Joined Grace Housing Sales Co., Ltd. | ||
| August 2006 | Founder, representative director and president, LogSuite, | ||
| (current position) | |||
| August 2012 | Founder, representative director and president, | ||
| Fudosanoh Co., Ltd. | |||
| June 2013 | Founder, representative director and president, | ||
| PROPOLIFE SINGAPORE INC. | |||
| September 2013 | Founder and director, Kotakino (current position) | ||
| April 2015 | Chairman of the board of directors of | ||
| ChinoTatemonoKanri (current position) | |||
| October 2015 | Representative director and chairman, LogArchitects | ||
| November 2015 | Representative director and president, LogArchitects | ||
| August 2016 | Director, Toyo Enterprise Co., Ltd. | ||
| Yasuyuki Nozawa (January 21, 1980) | November 2016 | Founder and director, Yantai Toyo Wood Industry Limited (current position) | 6,878,250 |
| April 2017 | Representative director, LogProstyle (current position) | ||
| Founder<br> and representative director and president, | |||
| Prostyle | |||
| Founder<br> and representative director and president, | |||
| ProstyleVilla (currently ProstyleYokohama) | |||
| May 2017 | Founder and director and chairman, ProstyleRyokan | ||
| August 2017 | Chairman of board of directors, Prostyle (current position) | ||
| January 2018 | Chairman of the board of directors, OkinawaIgeto | ||
| (current position) | |||
| May 2018 | Chairman of board of directors, ProstyleVilla (currently | ||
| ProstyleYokohama) | |||
| June 2018 | Founder<br> and representative director and president, | ||
| Prostyle Ryokan Yokohama Bashamichi | |||
| February 2019 | Representative director and president, ProstyleRyokan | ||
| August 2020 | Founder and chairman of board of directors, LogKnot |
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| January<br> 2021 | Representative<br> director and chairman of the board of directors, ProstyleRyokan | ||
|---|---|---|---|
| April<br> 2022 | Representative<br> director and president, LogKnot | ||
| June<br> 2022 | Chairman<br> of board of directors, LogArchitects (current position) | ||
| January<br> 2023 | Representative<br> director, president and chief executive officer, LogProstyle (current position) | ||
| February<br> 2023 | Founder<br> and chairman of board of directors, LogAsset (current position) | ||
| April<br> 2023 | Chairman<br> of board of directors, LogKnot | ||
| December<br> 2024 | Founder<br> and director, LogProstyle US Inc. (current position) | ||
| August<br> 2025 | Representative<br> director and president, ProstyleRyokan<br><br> <br>(current<br> position) | ||
| April<br> 2005 | Joined<br> Grace Housing Sales Co., Ltd. | ||
| February<br> 2007 | Joined<br> LogSuite | ||
| May<br> 2009 | Director,<br> LogSuite | ||
| February<br> 2014 | Managing<br> director, LogSuite<br><br> <br>Representative<br> director, and president, Fudosanoh Co., Ltd. | ||
| March<br> 2015 | Managing<br> director, and general manager of real estate business division and general manager of first development division, LogSuite | ||
| May<br> 2015 | General<br> manager of planning and development division and general manager of first development division, LogSuite | ||
| Satoshi<br> Oyamatsu (January 17, 1982) | May<br> 2016 | Representative<br> director and president, ChinoTatemonoKanri (current position) | 542,658 |
| August<br> 2016 | Senior<br> managing director and general manager of development division, LogSuite | ||
| April<br> 2017 | Director, LogProstyle<br><br> <br>Executive vice president, Prostyle | ||
| August<br> 2017 | Representative<br> director and president, Prostyle (current position) | ||
| February<br> 2019 | Director,<br> ProstyleRyokan (current position) | ||
| May<br> 2019 | Executive<br> vice president, LogProstyle | ||
| January<br> 2023 | Director<br> and Executive Vice President, LogProstyle<br><br> <br>(current<br> position) | ||
| December<br> 2008 | Joined<br> Azusa Audit Firm (currently KPMG AXSA LLC) | ||
| October<br> 2012 | Registered<br> as a certified public accountant | ||
| July<br> 2016 | Head<br> of the accounting department, LogSuite | ||
| Kentaro<br> Tachibana (February 11, 1984) | December<br> 2016 | General<br> manager, accounting & general affairs department, LogSuite | 15,000 |
| April<br> 2017 | General<br> manager of management headquarters, LogProstyle | ||
| May<br> 2017 | Corporate<br> Auditor, ProstyleRyokan | ||
| June<br> 2017 | General<br> manager of finance division, LogProstyle |
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| May<br> 2018 | General<br> manager of finance and accounting department (currently manager of accounting department), LogProstyle (current position) | ||||
|---|---|---|---|---|---|
| June<br> 2019 | Director,<br> LogProstyle (current position) | ||||
| June<br> 2021 | Representative<br> director and president, OkinawaIgeto | ||||
| December<br> 2021 | Corporate<br> Auditor, Yantai Propolife Wood Industry Limited | ||||
| January<br> 2023 | Director<br> and executive officer, LogProstyle (current position) | ||||
| June<br> 2024 | Director,<br> Yantai Propolife Wood Industry Limited (current position) | ||||
| December<br> 2024 | Treasurer,<br> LogProstyle US Inc. (current position) | ||||
| 2005 | Joined<br> The Brookings Institution | ||||
| 2011 | Joined<br> Bain & Company | ||||
| 2013 | Joined<br> Costa Farms | ||||
| 2018 | Executive<br> vice president, Marimed Inc. | ||||
| April<br> 2019 | Chief<br> Strategy Officer, Halo Collective | ||||
| February<br> 2020 | President,<br> Halo Collective | ||||
| June<br> 2022 | Executive<br> director and Interim CEO, Akanda | ||||
| Corporation<br> (current position) | |||||
| Katharyn<br> (Katie) Field | July<br> 2022 | Chief<br> executive officer and chairman of the Board, Halo | |||
| (March<br> 5, 1983) | Collective<br> (current position) | - | |||
| June<br> 2023 | Chairman<br> and audit committee head, Aerwins | ||||
| Technologies<br> (current position) | |||||
| July<br> 2024 | Independent<br> director and audit committee member, | ||||
| Virpax<br> Pharmaceuticals (current position) | |||||
| October<br> 2024 | Independent<br> director, LogProstyle (current position) | ||||
| December<br> 2024 | Founder<br> and director, LogProstyle US Inc. (current | ||||
| position) | |||||
| June<br> 2025 | Director<br> and executive officer, LogProstyle (current | ||||
| position) | |||||
| March<br> 2005 | Joined<br> Gallagher Bassett Services, Inc. | - | |||
| February<br> 2013 | Admitted<br> to the Illinois Bar | ||||
| John<br>A. Stapleton | January<br> 2016 | Joined<br> Greenberg Traurig LLP | |||
| (February 17, 1981) | August<br> 2018 | Joined<br> Proskauer Rose LLP | |||
| Term of Office: 21 months | April<br> 2021 | Joined<br> Loeb & Loeb LLP | |||
| October<br> 2024 | Independent<br> director, LogProstyle (current position) | ||||
| December<br> 2025 | Partner,<br> Taft Stettinius & Hollister LLP (current position) | ||||
| 2001 | Joined<br> PricewaterhouseCoopers LLP | - | |||
| Isaac<br>Freites | March<br> 2014 | Joined<br> KPMG LLP | |||
| (October<br> 17, 1972) | February<br> 2023 | Joined<br> Accordion Partners | |||
| January<br> 2025 | Joined<br> Armanino | ||||
| October<br> 2025 | Founded<br> Manhattan Arrow Inc.; CEO (current) |
| 14 |
| --- |
This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Notes:
| 1. | There<br> is no special interest between the director candidates and the Company. |
|---|---|
| 2. | Mr.<br> John A. Stapleton and Mr. Isaac Freites are candidates for Independent Directors. |
| 3. | Mr.<br> John A. Stapleton is nominated as a candidate for an independent director because of his<br> professional knowledge and broad experience as an attorney, and we expect him to participate<br> as an Independent Director and to play a supervisory and auditing role by making comments,<br> etc. at meetings of the Board of Directors. We therefore request that Mr. John A. Stapleton<br> continue to be elected as an Independent Director. Although he does not have experiences<br> of being involved with the management of companies in the past, for the reasons stated above,<br> we believe that he will be able to appropriately perform his duties as an Independent Director. |
| 4. | Mr.<br> Isaac Freites is nominated as a candidate for an independent director because of his extensive<br> expertise and experience in global finance, capital markets, and governance. We expect him<br> to fulfill the role of overseeing and advising the Company’s management as an Independent<br> Director, including through contributions to discussions at the Board of Directors meetings. |
| 5. | Conclusion<br> of liability limitation agreement |
Pursuant to Article 427, Paragraph 1 of the Companies Act of Japan, the Company entered into an agreement with candidates of Independent Directors to limit their liability for damages under Article 423, Paragraph 1 of the same law, and intends to continue such agreement if the reelection of the candidates for Independent Director is approved. The maximum amount of liability for damages under the said agreement is the minimum liability amount stipulated by laws and regulations.
| 6. | Conclusion<br> of officers’ liability insurance agreement |
|---|
The Company entered a directors’ and officers’ liability insurance agreement with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act of Japan to cover damages arising from the insured being held liable for the performance of his/her duties as a director or officer or from receiving claims related to the pursuit of such liability under said insurance agreement. If the candidate is elected as a director, he/she will be included as an insured under such insurance agreement. The Company intends to renew such insurance agreement during the term of office of the director proposed in this Proposal.
| 7. | Execution<br> of indemnity agreement |
|---|
The Company entered into an indemnification agreement with all of its Directors and Corporate Auditors of the Company as stipulated in Article 430-2, Paragraph 1 of the Companies Act of Japan, and intends to continue such agreement if the reelection of the candidates is approved. Under such indemnity agreement, the Company will indemnify the candidates for the expenses stipulated in Article 430-2, Paragraph 1, Item 1 of the Companies Act of Japan and the losses stipulated in Item 2 of the same Article to the extent provided by law.
| 15 |
| --- |
This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Exhibit
BusinessReport
Forthe fiscal year from April 1, 2025 to March 31, 2026
Notes:
| ● | The<br> financial results reflected in the Business Report are non-consolidated and<br> have been prepared in accordance with Japanese GAAP solely to comply with the requirements<br> of the Companies Act of Japan. These materials have not been audited or reviewed in accordance<br> with U.S. GAAP. |
|---|---|
| ● | As<br> a result, they may differ materially from the consolidated financial statements prepared<br> in accordance with U.S. GAAP, which will be included in the Company’s Annual Report<br> on Form 20-F to be filed with the SEC at a later date. |
Forward-LookingStatements Disclaimer:
This Business Report contains certain statements that are, or may deemed to be, “forward-looking statements” regarding our plans, expectations, thoughts, beliefs, estimates, goals and outlook for the future. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new projects, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this Business Report, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with Japanese GAAP. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.
I.Current Status of the Company
| 1. | Progress and results of the business |
|---|
During the fiscal year under review, the Japanese economy maintained a gradual recovery trend supported by improvements in employment and income conditions; but the situation remained highly uncertain due to continued price increases caused by rising resource prices and labor costs, concerns over a slowdown in overseas economies, and heightened geopolitical risks. Although personal consumption maintained a recovery trend, downward pressure on real purchasing power from rising prices was observed in some areas.
| 16 |
| --- |
This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
In the real estate market, while demand for offices and residences in urban areas remained firm, cautious movements in the investment environment continued against the backdrop of persistently high construction costs and material prices, as well as changes in interest rate trends.
In the hotel industry, lodging demand remained firm, supported by a recovery in the number of foreign visitors to Japan and a rebound in domestic travel demand. In particular, improvements in occupancy rates and room rates were observed, particularly in urban areas and major tourist destinations, while operational challenges such as labor shortages and rising personnel and energy costs continued.
In this environment, the Group pursued the optimization of its operational structure suited to the characteristics of each business and improvement of service quality, based on its fundamental policy of enhancing real estate value and strengthening profitability.
During the fiscal year under review, the Company recorded operating revenue of JPY 1,527,859 thousand, a 28.7% decrease year-on-year, primarily due to a decrease in dividend income received from group companies. With respect to profitability, although there were increases in personnel costs and expenses associated with the strengthening of management systems, the Company promoted various cost reduction measures. Nevertheless, due to the decrease in operating revenue and other factors, ordinary profit was JPY 40,039 thousand (a 96.5% decrease year-on-year) and net income was JPY 4,760 thousand (a 99.6% decrease year-on-year).
| 2. | Changes in Assets and Profits and Losses |
|---|
JapaneseGAAP (Non-consolidated)
| 6th<br> Fiscal Year Ended<br> <br>March,<br> 2023 | 7th<br> Fiscal Year Ended<br> <br>March,<br> 2024 | 8th<br> Fiscal Year Ended<br> <br>March,<br> 2025 | 9th<br> Fiscal Year Ended<br> <br>March,<br> 2026 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net<br> Sales (thousand yen) | 581,015 | 544,940 | 2,142,847 | 1,527,859 | ||||||||||||
| Ordinary<br> Income (∆ : loss) (thousand yen) | 158,556 | 103,870 | 1,131,864 | 40,039 | ||||||||||||
| Net<br> income ( ∆ : loss) (thousand yen) | 371,711 | 74,975 | 1,222,702 | 4,760 | ||||||||||||
| Net<br> income ( ∆ : loss) per share (yen) | 58.67 | 10.70 | 56.43 | 0.20 | ||||||||||||
| Total<br> Assets (thousand yen) | 2,957,184 | 2,968,576 | 4,611,381 | 4,235,566 | ||||||||||||
| Net<br> Assets (thousand yen) | 828,929 | 1,173,906 | 3,776,241 | 3,700,077 | ||||||||||||
| Net<br> Assets per Share (yen) | 122.20 | 162.83 | 159.82 | 156.71 |
Note: Net income per share is calculated based on the average number of shares outstanding during the period, and net assets per share is calculated based on the total number of shares outstanding at the end of the period.
| 17 |
| --- |
This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| 3. | Status of Significant Financing |
|---|
Not applicable.
| 4. | Significant capital expenditures |
|---|
Not applicable.
| 5. | Significant transfers and acquisitions of businesses, corporate divestitures, mergers, and acquisition or disposal of other companies’ shares |
|---|
Not applicable.
| 6. | Issues to be addressed |
|---|
The Company will build a business promotion framework to maximize group synergy while flexibly responding to economic trends and real estate industry trends.
| 7. | Significant Parent Companies and Subsidiaries (as of March 31, 2026) |
|---|
(1) Parent company
Not applicable.
(2) Transactions with parent company, etc.
Not applicable.
(3) Status of major subsidiaries
| Name<br> of the Company | Capital | Shareholding<br> Ratio | Principal<br> Business | ||
|---|---|---|---|---|---|
| LogSuite | JPY100,000<br> thousand | 100% | Real<br> estate business | ||
| Prostyle | 100,000 thousand | 100% | Real<br> estate business |
All values are in Japanese Yen.
(4) Status of Specified Wholly Owned Subsidiaries
| Name<br> of Specified Wholly Owned Subsidiary | LogSuite | |
|---|---|---|
| Address<br> of Specified Wholly Owned Subsidiary | 1-2-3,<br> Kita-Aoyama, Minato-ku, Tokyo, Japan | |
| Book<br> Value of Shares of Specified Wholly Owned Subsidiaries in the Company and Its Wholly Owned Subsidiaries | JPY<br> 1,851,575,273 | |
| Total<br> assets of the Company | JPY<br> 4,235,566,063 |
| 18 |
| --- |
This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| 8. | Principal Business Activities (as of March 31, 2026) |
|---|
The Company’s business purpose is to own shares of domestic and foreign subsidiaries engaged in real estate and other businesses, and to control and manage the business activities of those companies. Principal revenues are management guidance fees, dividends, and outsourcing fees.
| 9. | Principal Offices (as of March 31, 2026) |
|---|
(1) Company
| Name | Address | |
|---|---|---|
| Headquarter | 1-2-3,<br> Kita-Aoyama, Minato-ku, Tokyo, Japan |
(2) Major Subsidiaries
| Name | Address | |||||
|---|---|---|---|---|---|---|
| LogSuite | (Headquarter)<br> 1-2-3, Kita-Aoyama, Minato-ku, Tokyo, Japan | |||||
| Prostyle | (Headquarter)<br> 1-2-3, Kita-Aoyama, Minato-ku, Tokyo, Japan | |||||
| 10. | Status of Employees (as of March 31, 2026) | |||||
| --- | --- | |||||
| Number<br> of Employees | Change<br> from Previous Fiscal Year-End | Average<br> Age | Average<br> Years of Service | |||
| --- | --- | --- | --- | --- | --- | --- |
| 20 | No<br> change | 39.0<br> years | 5<br> years 3 months | |||
| 11. | Principal Lenders (as of March 31, 2026) | |||||
| --- | --- |
Not applicable.
| 12. | Other important matters concerning the current status of the Company |
|---|
Not applicable.
II.Matters Relating to Shares (as of March 31, 2026)
| 1. | Total number of authorized shares |
|---|
81,498,000 shares
| 2. | Total number of shares issued |
|---|
23,652,110 shares
| 19 |
| --- |
This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| 3. | Major Shareholders (Top 10) | |||||||
|---|---|---|---|---|---|---|---|---|
| Name<br> of Shareholder | Number<br> of Shares Held | Shareholding<br> Ratio (Note 1) | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| CEDE<br> & CO. (Note 2) | 22,120,109 | shares | 93.69 | % | ||||
| UP-STREAM<br> CO., LTD. | 567,825 | shares | 2.40 | % | ||||
| KATSUYA<br> SHIMIZU | 325,074 | shares | 1.38 | % | ||||
| SHINNYA<br> SATO | 87,750 | shares | 0.37 | % | ||||
| KEIJIRO<br> ARAKAWA | 63,000 | shares | 0.27 | % | ||||
| HIROYUKI<br> KAMESAWA | 48,000 | shares | 0.20 | % | ||||
| DOMANI<br> INC | 47,319 | shares | 0.20 | % | ||||
| FYI<br> INC | 47,319 | shares | 0.20 | % | ||||
| KOH<br> KIKAKU LLC | 47,319 | shares | 0.20 | % | ||||
| SHINNYA<br> NAKAMURA | 47,316 | shares | 0.20 | % |
| Note****1: | Shareholding<br> ratios are calculated by excluding treasury shares, and figures are rounded to the nearest third decimal place (the same applies to<br> the Reference Information below). | |
|---|---|---|
| Note 2: | Cede<br> & Co. is the nominee’s name under which shares held through brokerage accounts are registered. Under the U.S. securities<br> settlement system, when investors hold shares through a broker, those shares are registered in the name of Cede & Co. Cede &<br> Co. is a legal entity used by the Depository Trust Company (DTC), the central securities depository in the United States, to hold shares<br> in bulk. In this structure, the holding of shares is arranged in layers: | |
| Cede<br> & Co. → Broker (DTC Participant) → Investor. | ||
| This<br> nominee structure allows for efficient clearing and settlement of securities transactions in the U.S. market. |
(ReferenceInformation)
The following table sets forth the status of major shareholders, after deducting the holdings of beneficial owners known to the Company from the shares registered under the name of Cede & Co. Please note that, as the Company is unable to comprehensively identify all beneficial owners of shares held in the name of Cede & Co., there may be other beneficial owners ranked third or below.
| Name<br> of Shareholder | Number<br> of Shares Held | Shareholding<br> Ratio (Note 1) | ||||||
|---|---|---|---|---|---|---|---|---|
| PROPOLIFE<br> LLC. (Note 3) | 9,373,500 | shares | 39.70 | % | ||||
| YASUYUKI<br> NOZAWA (Note 3) | 6,878,250 | shares | 29.13 | % | ||||
| Other<br> shares registered in the name of CEDE & CO. (Note 4) | 4,271,178 | shares | 18.09 | % | ||||
| MIE<br> NOZAWA (Note 3) | 590,181 | shares | 2.50 | % | ||||
| UP-STREAM<br> CO., LTD. | 567,825 | shares | 2.40 | % | ||||
| SATOSHI<br> OYAMATSU (Note 3) | 542,658 | shares | 2.30 | % | ||||
| HIROYUKI<br> NOZAWA (Note 3) | 379,500 | shares | 1.61 | % | ||||
| KATSUYA<br> SHIMIZU | 325,074 | shares | 1.38 | % | ||||
| SHINNYA<br> SATO | 87,750 | shares | 0.37 | % | ||||
| KEIJIRO<br> ARAKAWA | 63,000 | shares | 0.27 | % |
| Note****3: | These<br> are holdings by beneficial owners of shares held in the name of Cede & Co. that are known to the Company. | |
|---|---|---|
| Note 4: | This<br> is the number of shares remaining after deducting the holdings of beneficial owners known to the Company from the total shares held<br> in the name of Cede & Co. |
| 20 |
| --- |
This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| 4. | Shares issued to the Company’s officers as compensation for the execution of their duties during the fiscal year under review |
|---|
There were no shares delivered by the Company to the Company officers as compensation for the execution of their duties during the fiscal year under review.
| 5. | Other important matters concerning shares |
|---|
Not applicable.
III.Matters Concerning Stock Acquisition Rights, etc.
| 1. | Summary of stock acquisition rights issued to the Company’s officers as compensation for the execution of their duties as of the end of the fiscal year under review |
|---|
Not applicable.
| 2. | Summary of stock acquisition rights issued to the Company’s officers and employees during the fiscal year under review |
|---|
Not applicable.
| 3. | Other important matters concerning stock acquisition rights, etc. |
|---|
Not applicable.
| 21 |
| --- |
This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
IV.Matters Concerning Company Officers
| 1. | Names, etc. of Directors and Corporate Auditors (as of March 31, 2026) | ||||
|---|---|---|---|---|---|
| Position<br> at the Company | Name | Responsibilities<br> and Significant Concurrent Positions | |||
| --- | --- | --- | --- | --- | --- |
| Representative<br> Director, President and Chief Executive Officer | Yasuyuki<br> Nozawa | ● | Representative<br> Director and President of LogSuite | ||
| ● | Chairman of the board<br> of directors of Kotakino | ||||
| ● | Director of Yantai<br> Propolife Wood Industry Limited | ||||
| ● | Chairman of the board<br> of directors of ChinoTatemonoKanri | ||||
| ● | Chairman of the board<br> of directors of Prostyle | ||||
| ● | Chairman of the board<br> of directors of OkinawaIgeto | ||||
| ● | Representative Director<br> and the President of the board of directors of ProstyleRyokan | ||||
| ● | Chairman of the board<br> of directors of LogArchitects | ||||
| ● | Chairman of the board<br> of directors of LogAsset | ||||
| Director and Executive<br> Vice President | Satoshi Oyamatsu | ● | Representative Director<br> and President of ChinoTatemonoKanri | ||
| ● | Representative Director<br> of Prostyle | ||||
| ● | Director of ProstyleRyokan | ||||
| Director and Executive<br> Vice President | Taiji Ito | ● | Representative Director<br> at 161 Consulting Inc. | ||
| ● | Independent Director<br> at AERWINS Technologies Inc. | ||||
| ● | President at LogProstyle<br> US Inc. | ||||
| ● | S.O.C. Manager at Logprostyle<br> Inc For Hotel Management CO. L.L.C. | ||||
| Director, Chief Financial<br> Officer and Executive Officer | Kentaro Tachibana | ● | Director of Yantai<br> Propolife Wood Industry Limited | ||
| Director | Katharyn (Katie) Field | ● | Executive Director<br> and interim Chief Executive Officer at Akanda Corporation | ||
| ● | Chief Executive Officer<br> and the Chairman of the board of directors at Halo Collective Inc. | ||||
| ● | Independent Director<br> and Audit Committee member at Virpax Pharmaceuticals Inc. | ||||
| ● | Chairman and Audit<br> Committee head at AERWINS Technologies | ||||
| Independent Director | Tamotsu Moriyama | ● | President and Representative<br> Director at Maxus Corporate Advisory Inc. | ||
| ● | Independent Director<br> at SBI Sumishin Net Bank, Ltd. | ||||
| Independent Director | Seishi Miyajima | ● | Independent Director<br> of The Japan Wool Textile Co., Ltd | ||
| Independent Director | Izumi Takemoto | ● | Representative Director<br> of incorporated association International Tourist Community | ||
| Independent Director | Hajime Yamashita | ● | _ | ||
| Independent Director | John A. Stapleton | ● | Attorney at Taft Stettinius<br> & Hollister LLP | ||
| Full- Time Corporate<br> Auditor | Yuki Ide (Ito) | ● | Full-time Corporate<br> Auditor of LogSuite | ||
| ● | Full-time Corporate<br> Auditor of Prostyle | ||||
| ● | Full-time Corporate<br> Auditor of ProstyleRyokan | ||||
| ● | Corporate Auditor of<br> Yantai Propolife Wood Industry Limited | ||||
| Outside Corporate Auditor | Ruriko Takeuchi | ● | Partner at Sugiyama<br> Accounting Tax Corporation | ||
| ● | Partner at Sugiyama<br> & Co CPA | ||||
| ● | Outside Director (Audit<br> and Supervisory Committee Member) at Tanseisha Co., Ltd. | ||||
| Outside Corporate Auditor | Ryu Ishida | ● | Partner at Commons<br> Law Office | ||
| ● | Outside Corporate Auditor<br> at Fruta Fruta, Inc. | ||||
| (Note<br> 1) | Directors<br> Tamotsu Moriyama, Seishi Miyajima, Izumi Takemoto, and Hajime Yamashita, John A. Stapleton are Independent Directors. | ||||
| --- | --- | --- | |||
| (Note<br> 2) | Katharyn<br> (Katie) Field resigned as Independent Director and assumed the position of Director upon the conclusion of the 8th Annual General<br> Meeting of Shareholders held on June 30, 2025. | ||||
| (Note<br> 3) | Corporate<br> Auditors Ruriko Takeuchi and Ryu Ishida are outside Corporate Auditors | ||||
| (Note<br> 4) | Corporate<br> Auditors Yuki Ide and Ruriko Takeuchi are certified public accountants and have considerable knowledge of finance and accounting. |
| 22 |
| --- |
This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| 2. | Outline of the liability limitation agreement |
|---|
Pursuant to Article 427, Paragraph 1 of the Companies Act of Japan, the Company entered into an agreement with each Independent Director and each Corporate Auditor to limit their liability for damages under Article 423, Paragraph 1 of the same law. The maximum amount of liability for damages under the said agreement is the minimum liability amount stipulated by laws and regulations.
| 3. | Summary of the contents of the indemnity agreement |
|---|
The Company entered into an indemnification agreement with all Directors and Corporate Auditors of the Company as stipulated in Article 430-2, Paragraph 1 of the Companies Act of Japan. Under the indemnification agreement, the Company indemnifies for the expenses stipulated in Article 430-2, Paragraph 1, Item 1 of the Companies Act of Japan and losses stipulated in Item 2 of the same Article to the extent provided by law.
| 4. | Summary of the contents of the officers’ liability insurance agreement |
|---|
The Company entered into a Directors’ and Corporate Auditors’ liability insurance agreement with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act of Japan.
The insurance policy covers legal damages and litigation costs, etc., arising from the insured’s liability to shareholders and third parties in connection with the performance of their duties as officers, etc., or from claims related to the pursuit of such liability.
| 5. | Remuneration, etc. of Directors and Corporate Auditors for the fiscal year under review |
|---|
(1) Total amount of remuneration, etc. of directors and Corporate Auditors
| Category | Subjected<br> number of directors (number) | Total<br> amount of compensation,<br><br> <br>etc.<br> (millions of yen) | ||
|---|---|---|---|---|
| directors | 11 | 234 | ||
| (independent<br> directors) | (6) | (20) | ||
| Corporate<br> Auditors | 3 | 10 | ||
| (independent<br> directors) | (2) | (4) | ||
| Total | 14 | 244 | ||
| (outside<br> officers) | (8) | (24) | ||
| (Note<br> 1) | The<br> number of Directors (excluding Outside Directors) and the total amount of their compensation include those of Mr. Shinya Sato, who<br> resigned as Director upon the conclusion of the 8th Annual General Meeting of Shareholders held on June 30, 2025. | |||
| --- | --- | --- | ||
| (Note<br> 2) | As<br> Ms. Katharyn (Katie) Field transitioned from Independent Director to Director (excluding Outside Directors) upon the conclusion of<br> the 8th Annual General Meeting of Shareholders held on June 30, 2025, the number of Outside Directors and the total amount of their<br> compensation include the portion corresponding to her tenure as Outside Director, and the number of Directors (excluding Outside Directors)<br> and the total amount of their compensation include the portion corresponding to her tenure after assuming the position of Director,<br> respectively. |
| 23 |
| --- |
This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
(2) Matters concerning the resolution of the General Meeting of Shareholders regarding remuneration, etc. of directors
The maximum amount of remuneration for directors was resolved at the General Meeting of Shareholders held on June 30, 2017, to be no more than JPY 300 million per year. At the time of the resolution, there were five (5) directors.
The maximum amount of remuneration for Corporate Auditors was resolved at the General Meeting of Shareholders held on June 30, 2017, to be within JPY 60 million per year. There were three (3) Corporate Auditors at the time of the resolution.
(3) Matters concerning delegation of authority to determine the content of individual director’s remuneration, etc.
Not applicable.
(4) Policy, etc. on determination of details of remuneration, etc. for officers
Not applicable.
| 6. | Matters Concerning Independent Directors and Outside Corporate Auditors |
|---|
(1) Relationship between the entities where officers hold important concurrent positions and the Company
The important positions concurrently held by each Independent Director or Outside Corporate Auditor are listed in “Responsibilities and Important Concurrent Positions” in “1. Name, etc. of directors and Corporate Auditors.”
There is no relationship to be disclosed between the Company and the companies where the independent directors or outside corporate auditors hold important concurrent positions.
(2) Main activities during the fiscal year under review
| Category | Name | Main<br> Activities | ||
|---|---|---|---|---|
| Director | Tamotsu<br> Moriyama | He<br> attended 13 out of 15 meetings of the Board of Directors held during the fiscal year under review, and at the meetings of the Board<br> of Directors, mainly based on his extensive experience and wide-ranging insight as a manager and corporate officer, and his professional<br> knowledge and experience as a certified public accountant and financial advisor in connection with M&A and corporate finance,<br> he has made statements as necessary for the deliberation of proposals, etc., and has performed duties such as supervision of management<br> expected by the Company. |
| 24 |
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| Director | Seishi<br> Miyajima | He<br> attended all of the meetings of the Board of Directors held during the fiscal year under review, and at the meetings, mainly based<br> on his broad insight and extensive experience in the real estate industry, he has made necessary statements for deliberation of proposals,<br> etc., and has performed duties such as supervision of management expected by the Company. | ||
|---|---|---|---|---|
| Director | Izumi<br> Takemoto | He<br> attended all of the meetings of the Board of Directors held during the fiscal year under review, and at the meetings, mainly based<br> on his broad insight and extensive experience in the hotel industry, he has made necessary statements for deliberation of proposals,<br> etc., and has performed duties such as supervision of management expected by the Company. | ||
| Director | Hajime<br> Yamashita | He<br> attended all of the meetings of the Board of Directors held during the fiscal year under review, and at the meetings, mainly based<br> on his broad insight and extensive experience in the financial industry, he has made necessary statements for deliberation of proposals,<br> etc., and has performed duties such as supervision of management expected by the Company. | ||
| Director | John<br> A. Stapleton | He<br> attended all of the meetings of the Board of Directors held during the current fiscal year under review, and at the meetings, mainly<br> based on his professional knowledge and broad experience as an attorney-at-law, he has made necessary statements for deliberation<br> of proposals, etc., and has performed duties such as supervision regarding management that the Company expects. | ||
| Director | Katharyn<br> (Katie) Field | She<br> attended all of the meetings of the Board of Directors held during the fiscal year under review, and at the meetings, mainly based<br> on her professional knowledge and experience as a corporate officer, sha has made necessary statements for deliberation of proposals<br> and has performed duties such as supervision regarding management expected by the Company. | ||
| Corporate<br> Auditor | Ruriko<br> Takeuchi | She<br> attended 14 out of 15 meetings of the Board of Directors held during the fiscal year under<br> review, and mainly based on her professional knowledge and broad experience as a certified<br> public accountant, she has made necessary statements at the meetings of the Board of Directors<br> for the purpose of deliberation of proposals and auditing, etc.<br><br> <br><br><br> <br>She<br> also attended all of the meetings of the Board of Corporate Auditors held during the fiscal year under review after her appointment<br> as Corporate Auditor. | ||
| Corporate<br> Auditor | Ryu<br> Ishida | He<br> attended all of the meetings of the Board of Directors held during the fiscal year under<br> review, mainly based on his professional knowledge and broad experience as an attorney-at-law,<br> he has made necessary statements for deliberation of proposals and auditing, etc.<br><br> <br><br><br> <br>He<br> also attended all of the meetings of the Board of Corporate Auditors held during the fiscal year under review after his appointment<br> as Corporate Auditor. | ||
| --- | --- | --- | --- | --- |
| 25 |
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
V.Status of Accounting Auditor
(1) Name of Accounting Auditor
KSM & Partners Audit Corporation
(2) Amount of Compensation, etc.
| (i) | Amount<br> of compensation, etc. of the Accounting Auditor for the fiscal year under review |
|---|
JPY 4,000,000
| (ii) | Total<br> amount of money and other financial benefits to be paid by the Company and its subsidiaries |
|---|
JPY 4,000,000
(3) Reasons for the Audit & Supervisory Board’s Approval of the Accounting Auditor’s Compensation, etc.
The Audit & Supervisory Board reviewed and examined the content of the Accounting Auditor’s audit plan, the status of execution of accounting audit duties, and the basis for calculating the compensation estimate, and concluded that the amount of such compensation was reasonable. Accordingly, the Audit & Supervisory Board granted its consent pursuant to Article 399, Paragraph 1 of the Companies Act.
(4) Non-Audit Services Provided by the Accounting Auditor to the Company for Remuneration
Not applicable.
(5) Policy on Dismissal or Non-Reappointment of the Accounting Auditor
When the Audit & Supervisory Board deems it necessary, such as in cases where there is an impediment to the execution of the Accounting Auditor’s duties, it shall determine the content of the proposal to be submitted to the General Meeting of Shareholders regarding the dismissal or non-reappointment of the Accounting Auditor.
(6) Summary of Limited Liability Agreement
Not applicable.
| 26 |
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
VI.Systems to Ensure Appropriateness of Business Operations and Status of Operation of Such Systems
(1) System to ensure the appropriateness of business operations
The outline of the system to ensure that the execution of duties by directors complies with laws, regulations, and the Articles of Incorporation and other systems to ensure the appropriateness of the Company’s operations is as follows.
| (i) | Systems<br> to ensure that the execution of duties by directors and employees complies with laws, regulations, and the Articles of Incorporation | |
|---|---|---|
| i. | In<br> order to ensure that the execution of duties by directors and employees complies with laws, regulations, and the Articles of Incorporation,<br> as well as to ensure compliance with corporate ethics and fulfillment of social responsibilities, the Company shall establish relevant<br> internal regulations, including the “Regulations of the Board of Directors,” and ensure that all officers and employees<br> are familiar with them. | |
| ii. | Corporate<br> Auditors attend meetings of the Board of Directors and confirm that the process, content, etc. of corporate resolutions are in compliance<br> with laws, regulations, and the Articles of Incorporation. | |
| iii. | In<br> order to ensure the appropriateness of the execution of duties by directors and employees, the Internal Audit Office, appointed by<br> the President and Representative Director, shall conduct internal audits in accordance with the “Internal Audit Regulations. | |
| iv. | The<br> Company have no relationships, including business relationships, with antisocial forces, and the entire organization takes a firm stand<br> against unjustified claims by antisocial forces. | |
| (ii) | System<br> for storage and management of information related to the execution of duties by the Board of Directors | |
| i. | The<br> handling of information related to the execution of duties by directors, such as minutes of the Board of Directors meetings and other<br> important documents, are recorded in documents or electromagnetic media and appropriately stored and managed in accordance with the<br> “Regulations of the Board of Directors” and other internal regulations. | |
| ii. | The<br> General Affairs Department, which is a document management division, makes these documents available for inspection at any time upon<br> request of directors and Corporate Auditors. |
| 27 |
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| (iii) | Regulations<br> and other systems for loss risk management |
|---|
The Company’s Board of Directors is responsible for and has the authority to establish a risk management system, and the Company establishes relevant internal regulations that stipulate all risks within the Company and their countermeasures, organizational structure, responsibilities, authority, etc., to prevent various risks as much as possible and to minimize damage to corporate value in the event of a crisis.
| (iv) | Systems<br> to ensure the effective execution of duties by directors | |
|---|---|---|
| i. | In<br> addition to regular monthly meetings of the Board of Directors, extraordinary meetings of the Board of Directors are held as necessary<br> for flexible decision-making, and a system to ensure appropriate execution of duties is maintained. | |
| --- | --- | --- |
| ii. | Directors<br> shall execute their duties appropriately and efficiently in accordance with the “Regulations on Administrative Authority,”<br> which stipulate matters related to responsibility and authority. | |
| iii. | The<br> Executive Officers’ Meeting is held to consider matters to be discussed at the Board of Directors in advance in order to contribute<br> to the decision-making of the Board of Directors, and to communicate the instructions and decisions of the Board of Directors to each<br> department based on the policies and plans decided by the Board of Directors. In addition, the person in charge of each department<br> will report on the status of sales and the execution of business by each department. | |
| iv. | In<br> the day-to-day execution of business operations, in order to ensure efficient execution of duties based on the decisions of the Board<br> of Directors, authority is delegated in accordance with the “Regulations on Administrative Authority” and other internal<br> regulations, and the responsible persons at each level divide duties in accordance with the decision-making rules. | |
| (v) | System<br> to ensure the appropriateness of operations of the corporate group consisting of the Company, its parent company, and subsidiaries | |
| i. | In<br> accordance with the “Affiliated Companies Management Regulations,” the Board of Directors aims to establish internal controls<br> at the Company and its group companies and develops a system for efficient sharing of information and communication of instructions<br> and requests. | |
| ii. | The<br> system to monitor the overall operations of the group companies are ensured through operational audits by the Internal Audit Office. | |
| iii. | Directors<br> and auditors are dispatched to each group company to ensure a system to prevent risks in the entire group. | |
| (vi) | Matters<br> concerning employees who are to assist the duties of Corporate Auditors, matters concerning the independence of such employees from<br> directors, and matters concerning the execution of instructions given by Corporate Auditors to such employees |
At the request of the Corporate Auditors, employees are assigned to assist them in their duties. Such employees are subject to the Company’s Working Rules, but the authority to direct and order such employees with respect to their duties shall belong to the Corporate Auditors, and the appointments for them will be discussed in advance with the Corporate Auditors.
| 28 |
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| (vii) | System<br> for directors and employees to report to Corporate Auditors and other systems for reporting to Corporate Auditors | |
|---|---|---|
| i. | Directors<br> and employees immediately report to Corporate Auditors, in accordance with laws and regulations, any fact that has occurred or is likely<br> to occur that may cause significant damage to the Company, or any illegal or improper act is discovered by an officer or employee. | |
| ii. | When<br> necessary, Corporate Auditors may inspect approval documents and other important internal documents and materials. | |
| (viii) | Systems<br> for reporting to Corporate Auditors and systems to ensure that those who make such reports will not be treated unfavorably because<br> of such reports | |
| i. | Upon<br> request from the Corporate Auditors, the directors and employees of the Company and officers and employees of subsidiaries report matters<br> related to the execution of their duties upon request from Corporate Auditors. | |
| ii. | The<br> department in charge of the whistle blowing system regularly reports to the Corporate Auditors on the status of whistle blowing at<br> the Company. | |
| iii. | The<br> Company stipulates the prohibition of any disadvantageous treatment of directors and employees, or officers and employees of subsidiaries,<br> who report to or consult with Corporate Auditors on the grounds of such reporting or consultation. | |
| (ix) | Matters<br> concerning policy for handling expenses and liabilities incurred in the execution of duties by Corporate Auditors |
The Company pays expenses incurred in the execution of duties by Corporate Auditors.
| (x) | Other<br> systems to ensure the effective execution of audits by Corporate Auditors | |
|---|---|---|
| i. | The<br> President and Representative Director and the General Manager of the Internal Audit Office regularly exchange opinions with the Corporate<br> Auditors. | |
| ii. | Corporate<br> Auditors attend meetings of the Board of Directors, Executive Officers Meeting, and other important meetings to receive important reports. | |
| iii. | Corporate<br> Auditors regularly receive reports on the status of audits from the accounting auditor in order to improve the audit environment and<br> enhance the effectiveness and efficiency of audits. |
| 29 |
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
(2) Outline of the operation of the system to ensure the appropriateness of business operations
| (i) | Compliance |
|---|
The Company has adopted a Compliance Code of Conduct to foster a sense of ethics within the Company. In addition, the finance and accounting department takes the lead in establishing a system for employees throughout the Company to share necessary information, and information that needs to be well known is communicated to each department and individual via the intranet.
| (ii) | Risk<br> Management |
|---|
The Company has adopted risk management regulations that stipulate prevention, response to the occurrence of risks and measures to prevent recurrence, etc. regarding the risks that may damage corporate value and, in an effort, to preserve corporate value.
| (iii) | Internal<br> Audits |
|---|
Based on the internal audit plan, the Company conducts operational audits to ensure the appropriateness of operations and compliance with laws and regulations.
VII.Policy on the Exercise of Authority Granted to the Board of Directors Regarding Dividends from Surplus and Other Matters
With respect to the distribution of dividends from surplus to shareholders, which is one of the important management priorities, the Company’s basic policy is to comprehensively take into account its business performance, dividend payout ratio, and the level of retained earnings necessary for future business development. Retained earnings are intended to be utilized effectively for preparations for future business development and strengthening of the financial structure. In order to flexibly implement distributions of surplus, including dividend payments to shareholders, the Company’s Articles of Incorporation designate the Board of Directors as the decision-making body for distributions of surplus.
| 30 |
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This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Exhibit
BalanceSheet (As of March 31, 2026)
JapaneseGAAP (Non-consolidated)
(Unit: thousand yen)
| Account | Amount | Account | Amount | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Assets) | (Liabilities) | |||||||||
| Current<br> Assets | 1,309,984 | Current<br> Liabilities | 526,160 | |||||||
| Cash<br> and Deposits | 53,345 | Accounts<br> Payable | 57,560 | |||||||
| Prepaid<br> Expenses | 154,863 | Accrued<br> Expenses | 44,958 | |||||||
| Other<br> Receivable | 15,461 | Accrued<br> Corporate Taxes | 66,368 | |||||||
| Advance<br> payment | 5,254 | Accrued<br> Consumption Taxes | 98,443 | |||||||
| Short-term<br> Deposits to Related Parties | 1,039,598 | Deposits<br> Received | 7,381 | |||||||
| Loans<br> to Related Parties | 107,001 | Deposits<br> received from Related Parties | 244,467 | |||||||
| Allowance<br> for Doubtful Accounts – Related Parties | △95,177 | Provision<br> for bonuses | 6,980 | |||||||
| Other | 29,638 | Non-current<br> Liabilities | 9,328 | |||||||
| Non-current<br> Assets | 2,925,581 | Provision<br> for retirement benefits | 9,328 | |||||||
| Tangible<br> Fixed Assets | 95,293 | |||||||||
| Leasehold<br> improvements | 94,766 | Total<br> Liabilities | 535,488 | |||||||
| Tools,<br> Furniture & Fixtures | 526 | (Shareholders’<br> Equity) | ||||||||
| Intangible<br> Assets | 550 | Shareholders’<br> Equity | 3,700,077 | |||||||
| Software | 550 | Share<br> Capital | 924,816 | |||||||
| Investments<br> and Other Assets | 2,829,738 | Capital<br> Surplus | 2,324,101 | |||||||
| Investments<br> in Securities | 30,034 | Capital<br> Reserve | 1,445,332 | |||||||
| Investments<br> in Subsidiaries | 2,228,284 | Other<br> Capital Surplus | 878,768 | |||||||
| Long-term<br> Prepaid Expenses | 213,262 | Retained<br> Earnings | 455,920 | |||||||
| Leasehold<br> and Guarantee Deposits | 118,140 | Other<br> Retained Earnings | 455,920 | |||||||
| Long-term<br> loans to Related Parties | 70,508 | Retained<br> Earnings Carried Forward | 455,920 | |||||||
| Deferred<br> Tax Assets | 151,628 | Treasury<br> Shares | △4,760 | |||||||
| Insurance<br> Reserve Fund | 17,879 | Total<br> Shareholders’ Equity | 3,700,077 | |||||||
| Total<br> Assets | 4,235,566 | Total<br> Liabilities and Shareholders’ Equity | 4,235,566 |
| 31 |
| --- |
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Exhibit
IncomeStatement (FY ended March 31, 2026)
JapaneseGAAP (Non-consolidated)
(Unit: thousand yen)
| Account | Amount | |||||||
|---|---|---|---|---|---|---|---|---|
| Revenues | 1,527,859 | |||||||
| Selling,<br> General and Administrative Expenses | 1,472,509 | |||||||
| Operating<br> Income | 55,349 | |||||||
| Non-operating<br> Income | ||||||||
| -<br> Interest Income | 5,972 | |||||||
| -<br> Other Gain | 77 | 6,050 | ||||||
| Non-operating<br> Expenses | ||||||||
| -<br> Interest Expenses | 3,701 | |||||||
| Foreign<br> exchange losses | 17,548 | |||||||
| Other | 111 | 21,360 | ||||||
| Ordinary<br> Income | 40,039 | |||||||
| Extraordinary<br> Loss | ||||||||
| -<br> Provision for Allowance for Doubtful Accounts (Related Parties) | 5,684 | 5,684 | ||||||
| Income<br> before Income Taxes | 34,355 | |||||||
| Corporate,<br> Inhabitant and Enterprise Taxes | 51,119 | |||||||
| Adjustment<br> for Corporate Taxes | △21,524 | 29,594 | ||||||
| Net<br> Income | 4,760 |
| 32 |
| --- |
This document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Exhibit
Statementof Changes in Shareholders’ Equity (FY ended March 31, 2026)
JapaneseGAAP (Non-consolidated)
(Unit: thousand yen)
| Capital<br> Stock | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital<br> Surplus | Retained<br> Earnings | |||||||||||||||||||||||||||||||
| Other<br> Retained Earnings | ||||||||||||||||||||||||||||||||
| Share<br> Capital | Capital<br> Reserve | Other<br> Capital Surplus | Total<br> Capital Surplus | Retained<br> Earnings Carried Forward | Total<br> Retained Earnings | Treasury<br> Shares | Total<br> <br>Shareholders’ Equity | |||||||||||||||||||||||||
| Balance<br> - April 1, 2025 | 924,816 | 1,445,332 | 878,768 | 2,324,101 | 529,862 | 529,862 | △2,539 | 3,776,241 | ||||||||||||||||||||||||
| Changes<br> during the period | ||||||||||||||||||||||||||||||||
| Dividends<br> from surplus | △78,703 | △78,703 | △78,703 | |||||||||||||||||||||||||||||
| Net<br> income | 4,760 | 4,760 | 4,760 | |||||||||||||||||||||||||||||
| Acquisition<br> of treasury shares | △2,221 | △2,221 | ||||||||||||||||||||||||||||||
| Total<br> changes during the period | - | - | - | - | △73,942 | △73,942 | △2,221 | △76,163 | ||||||||||||||||||||||||
| Balance<br> - March 31, 2026 | 924,816 | 1,445,332 | 878,768 | 2,324,101 | 455,920 | 455,920 | △4,760 | 3,700,077 |
| 33 |
| --- |
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Exhibit
Notesto the Non-Consolidated Financial Statements
Fiscalyear ended March 31, 2026 (April 1, 2025 to March 31, 2026)
JapaneseGAAP (Non-consolidated)
Notes to the Non-Consolidated Financial Statements
1. Notes to Significant Accounting Policies
(1) Valuation standards and methods for assets
Investments in subsidiaries
Stated at cost determined by the moving-average method.
(2) Depreciation method for major fixed assets
(1) Tangible fixed assets
Depreciation is computed by the declining-balance method (however, the straight-line method is applied to leasehold improvements acquired on or after April 1, 2016).
The main useful lives are as follows:
Leasehold improvements: 15 years
Tools, furniture and fixtures: 4-7 years
(2) Intangible assets
Amortization is computed by the straight-line method. Software for internal use is amortized by the straight-line method based on the period of use within the company (5 years).
(3) Accounting standards for provisions
Allowance for doubtful accounts – related parties
To provide for losses due to bad debts of subsidiaries, the Company reserve an estimated uncollectible amount by individually considering the probability of collection.
Accrued bonus
To provide for the payment of bonuses to employees, the Company accrues an estimated amount of bonuses based on the expected amount to be paid.
Provision for retirement benefits
To provide for the payment of retirement benefits to employees, the Company accrues an estimated reserve based on the projected retirement benefit obligation as of the end of the fiscal year.
(4) Basis for recording revenues and expenses
The Company’s revenues consist primarily of management fees, outsourcing fees, and dividends received from subsidiaries. For management fees and outsourcing fees, the Company is obligated to provide contracted services to the subsidiaries in accordance with the terms of the contract, and the Company’s performance obligation is fulfilled when the services are actually provided. Dividends received are recognized as revenue as of the effective date of the dividends.
2. Notes to Balance Sheet
| (1)<br>Accumulated depreciation of tangible fixed assets | 8,774 thousand yen |
|---|
| 34 |
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
(2) Guarantees
The Company guarantees the borrowing obligations of subsidiaries from financial institutions.
| LogSuite Inc. | 3,983,878 | Thousands of yen |
|---|---|---|
| Prostyle Inc. | 1,926,450 | Thousands of yen |
| LogAsset Inc. | 539,500 | Thousands of yen |
| Prostyle Ryokan Inc. | 2,368 | Thousands of yen |
| Kotakino Inc. | 53,349 | Thousands of yen |
| Okinawa Igeto Inc. | 46,692 | Thousands of yen |
| Total | 6,552,238 | Thousands of yen |
(3) Receivables from and payables to subsidiaries (excluding those presented separately)
| Short-term<br> receivables | 5,233<br> thousand yen |
|---|---|
| Short-term<br> payable | 3,136<br> thousand yen |
3. Notes to Statements of Income
Transactions with subsidiaries
Transaction volume from business transactions
| Operating<br> revenues | 1,527,859<br> thousand yen |
|---|---|
| Operating<br> expenses | 36,001<br> thousand yen |
Transactions from non-operating transactions
| Non-operating<br> revenues | 5,845<br> thousand yen |
|---|---|
| Non-Operating<br> expenses | 3,701<br> thousand yen |
4. Notes to Non-consolidated Statement of Changes in Shareholders’ Equity
(1) Type and total number of shares issued and outstanding at the end of the fiscal year
| Common<br> stock | 23,652,110<br> shares |
|---|
(2) Type and number of treasury shares as of the end of the fiscal year
| Common<br> stock | 41,240<br> shares |
|---|
(3) Matters related to dividends from surplus
(1) Dividends paid
| Resolution | Class<br> of Shares | Total<br> Dividends (thousands of yen) | Dividend<br> per Share (yen) | Record<br> Date | Effective<br> Date | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Annual<br> General Meeting of Shareholders, June 30, 2025 | Common<br> shares | 78,703 | 3.33 | July<br> 7, 2025 | August<br> 5, 2025 |
(ii) Dividends with a record date in the current fiscal year but an effective date in the following fiscal year
Not applicable.
5. Notes to Deferred Income Taxes
Significant components of deferred tax assets and liabilities
| Deferred tax asset | ||
|---|---|---|
| Accrued bonus | 2,200 | Thousands of yen |
| Enterprise tax payable | 6,079 | Thousands of yen |
| Net operating loss carried forward | 19,755 | Thousands of yen |
| Investments in subsidiaries | 225,383 | Thousands of yen |
| Assets adjusted for gain or loss on transfer | 35,587 | Thousands of yen |
| Allowance for doubtful accounts | 29,999 | Thousands of yen |
| Provision for retirement benefits | 2,940 | Thousands of yen |
| Long-term prepaid expenses | 53,525 | Thousands of yen |
| Other | 13,313 | Thousands of yen |
| Subtotal of deferred tax assets | 388,784 | Thousands of yen |
| Valuation allowance | △237,156 | Thousands of yen |
| Total deferred tax assets | 151,628 | Thousands of yen |
| 35 |
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
6. Notes on Transactions with Related Parties
List of subsidiaries
(Unit: thousand yen)
| Type | Name of Company | Percentage of<br><br> <br>voting rights and <br>ownership | Relationship with related parties | Details of Transactions | Amount of transaction (Note 5) | Account | Balance at end of year | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subsidia ry | LogSuite Inc. | Ownership 100% <br>directly | Business management Deposit of funds Concurrent directors | Receipts of Operating revenues <br>(Note 1) | 438,006 | Deposits to Related Parties | 379,867 | ||||
| Deposit of funds <br>(Note 2) | 60,081 | ||||||||||
| Interest payments <br>(Note 3) | 894 | - | - | ||||||||
| Underwriting guaranteed liabilities <br>(Note 4) | 3,983,878 | - | - | ||||||||
| Subsidia ry | Prostyle Inc. | Ownership 100% <br>directly | Business management Reception of funds Concurrent <br>directors | Receipts of operating revenues <br>(Note 1) | 802,481 | Deposits from Related Parties | 45,672 | ||||
| Deposit of <br>funds (Note 2) | 17,388 | ||||||||||
| Interest <br>payments (Note 3) | 105 | - | - | ||||||||
| Underwriting guaranteed liabilities <br>(Note 4) | 1,926,450 | - | - | ||||||||
| Subsidia ry | LogArchi Tects Inc. | Ownership Indirect 100% | Business management Reception of funds Concurrent directors | Deposit of funds (Note 2) | 120,764 | Deposits from Related<br> <br>Parties | 89,935 | ||||
| Interest <br>payments (Note 3) | 1,213 | - | - | ||||||||
| Subsidia ry | Chino Building Management Inc. | Ownership Indirect 100% | Business management Reception of funds Concurrent directors | Deposit of funds (Note 2) | 113,565 | Deposits from Related<br> <br>Parties | 85,587 | ||||
| Interest payments <br>(Note 3) | 1,155 | - | - | ||||||||
| Subsidia ry | Kotakino Inc. | Ownership Indirect 100% | Business management Reception of funds Concurrent directors | Deposit of funds (Note 2) | 32,252 | Deposits from Related<br> <br>Parties | 23,272 | ||||
| Interest payments <br>(Note 3) | 332 | - | - | ||||||||
| Underwriting guaranteed liabilities <br>(Note 4) | 53,349 | - | - | ||||||||
| Subsidia ry | Prostyle Ryokan Inc. | Ownership 100% <br>directly | Business management Deposit of funds Concurrent <br>directors | Deposit of <br>funds (Note 2) | 342,100 | Deposits to<br> <br>Related Parties | 367,722 | ||||
| Interest income received (Note 3) | 3,189 | - | - | ||||||||
| Subsidia ry | Okinawa Igeto Inc. | Ownership Indirect 100% | Business management Deposit of funds Concurrent directors | Deposit of <br>funds (Note 2) | 97,737 | Deposits to<br> <br>Related Parties | 129,666 | ||||
| Interest income <br>received (Note 3) | 958 | - | - | ||||||||
| Underwriting guaranteed liabilities <br>(Note 4) | 46,692 | - | - | ||||||||
| Subsidia ry | LogAsset Co., Ltd. | Directly owned 100% | Management services Deposit of funds Concurrent officers | Receipt of operating <br>revenue (Note <br>1) | 226,049 | Deposits with<br> <br>related<br> <br>parties | 162,341 | ||||
| Funds deposited <br>(Note 2) | 175,383 | ||||||||||
| Interest <br>received (Note 3) | 1,697 | - | - | ||||||||
| Subsidia ry | Yantai Teian Seikatsu Mokugyo Co., Ltd. | Directly owned 100% | Management services Deposit of funds Concurrent <br>officers | Funds deposited (Note 2) | 43,529 | Loans to related parties | 43,529 | ||||
| Subsidia ry | PROPOLIFE VIETNAM CO.,LTD | Ownership Indirect 100% | Business management Deposit of funds Concurrent directors | Deposit of funds (Note 2) | 133,916 | Loans to Related<br> <br>Parties | 107,001 | ||||
| Long-term Loans to Related<br> <br>Parties | 26,915 |
(Note
- Revenues from operations consist of management fees, outsourcing fees, and dividends received. The management fee is determined based on the necessary expenses for group management.
(Note 2) Based on the Company’s group finance system, and the transaction amounts are based on the average balance during the fiscal year.
(Note 3) Interest rates for group deposits paid and deposits received are determined rationally, taking market interest rates into consideration.
(Note 4) The Company guarantees loans from financial institutions.
(Note 5) Transaction amounts do not include consumption taxes. Consumption taxes are included in the ending balance.
7. Notes to Per Share Information
| Net<br> assets per share | 156.71<br> yen |
|---|---|
| Net<br> income per share | 0.20<br> yen |
8. Notes on Significant Subsequent Events
Not applicable.
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Exhibit
IndependentAuditor’s Report
May 13, 2026
Boardof Directors
LogProstyleInc.
KSM & Partners Audit Corporation
Bunkyo-ku, Tokyo
Managing Partner
Certified Public Accountant: Michio Sone
AuditOpinion
Pursuant to the provisions of Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the financial statements of LogProstyle Inc. for the 9th fiscal year from April 1, 2025 to March 31, 2026, comprising the balance sheet, statement of income, statement of changes in net assets, notes to non-consolidated financial statements, and their accompanying supplemental schedules (hereinafter collectively referred to as the “Financial Statements, etc.”).
In our opinion, the Financial Statements, etc. present fairly, in all material respects, the financial position and results of operations for the period covered by the Financial Statements, etc., in conformity with accounting principles generally accepted in Japan.
Basisfor Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements, etc.” section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the Financial Statements, etc. in Japan, and we have fulfilled our other ethical responsibilities as an auditor. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
OtherInformation
Other information consists of the business report and its supplemental schedules. Management is responsible for the preparation and disclosure of the other information. The Audit & Supervisory Board Members’ responsibility is to monitor the Directors’ execution of duties in the establishment and operation of the reporting process for the other information.
Our audit opinion on the Financial Statements, etc. does not cover the other information, and we do not express an opinion on the other information.
Our responsibility in connection with the audit of the Financial Statements, etc. is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements, etc. or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We are required to report if we conclude that there is a material misstatement of the other information based on the work we have performed. We have nothing to report with regard to the other information.
Management’sand Audit & Supervisory Board Members’ Responsibilities for the Financial Statements, etc.
Management is responsible for the preparation and fair presentation of the Financial Statements, etc. in accordance with accounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable the preparation of the Financial Statements, etc. that are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements, etc., management is responsible for assessing whether it is appropriate to prepare the Financial Statements, etc. on a going concern basis, and for disclosing going concern matters as required by accounting principles generally accepted in Japan.
The Audit & Supervisory Board Members’ responsibility is to monitor the Directors’ execution of duties in the establishment and operation of the financial reporting process.
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Auditor’sResponsibilities for the Audit of the Financial Statements, etc.
Our objectives are to obtain reasonable assurance about whether the Financial Statements, etc. as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion from an independent standpoint on the Financial Statements, etc. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of the Financial Statements, etc.
In performing our audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
| - | Identify<br> and assess the risks of material misstatement of the Financial Statements, etc., whether due to fraud or error, design and perform<br> audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our<br> opinion. The selection and application of audit procedures are at the auditor’s discretion. |
|---|---|
| - | Although<br> the objective of the audit of the Financial Statements, etc. is not to express an opinion on the effectiveness of internal control,<br> we consider internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. |
| - | Evaluate<br> the appropriateness of accounting policies used by management and their application, as well as the reasonableness of accounting<br> estimates made by management and the related disclosures. |
| - | Conclude<br> on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,<br> whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability<br> to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s<br> report to the related disclosures in the Financial Statements, etc. or, if such disclosures are inadequate, to modify our opinion.<br> Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or<br> conditions may cause the Company to cease to continue as a going concern. |
| - | Evaluate<br> whether the presentation and disclosures of the Financial Statements, etc. are in accordance with accounting principles generally<br> accepted in Japan, as well as the overall presentation, structure and content of the Financial Statements, etc., including the disclosures,<br> and whether the Financial Statements, etc. represent the underlying transactions and accounting events fairly. The auditor reports<br> to the Audit & Supervisory Board Members regarding, among other matters, the planned scope and timing of the audit, significant<br> audit findings including significant deficiencies in internal control identified during the audit, and other matters required by<br> auditing standards. |
Conflictsof Interest
There are no conflicts of interest between the Company and KSM & Partners Audit Corporation or its engagement partners that are required to be disclosed pursuant to the provisions of the Certified Public Accountants Act.
End of Report
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Exhibit
Audit Report of the Board of Corporate Auditors
The Board of Corporate Auditors has prepared this Audit Report on the execution of duties by the Directors for the 9th fiscal year from April 1, 2025 to March 31, 2026, based on the audit reports prepared by each Corporate Auditor, and after due deliberation, hereby reports as follows.
1. Method and Details of Audit by Corporate Auditors and the Board of Corporate Auditors
| (1) | The<br> Board of Corporate Auditors established the audit policy, allocation of duties, and other<br> relevant matters, received reports from each Corporate Auditor regarding the status and results<br> of their audits, received reports from Directors and others regarding the performance of<br> their duties and the Accounting Auditor, and requested explanations as necessary. |
|---|---|
| (2) | In<br> accordance with the auditing standards for Corporate Auditors established by the Board of<br> Corporate Auditors and in accordance with the auditing policy, assignment of duties, etc.,<br> each Corporate Auditor communicated with the Directors, the Internal Audit Office and other<br> employees, etc., made efforts to collect information and develop the auditing environment,<br> and conducted audits in the following manner: |
| --- | --- |
| (i) | Attended<br> meetings of the Board of Directors and other important meetings, received reports from Directors<br> and employees, etc. on the status of execution of their duties, requested explanations as<br> necessary, perused important approval documents, etc., and investigated the status of operations<br> and assets at the head office and principal business offices. With respect to subsidiaries,<br> we communicated and exchanged information with directors, etc. of the subsidiaries and received<br> reports on their business from the subsidiaries as necessary. |
| --- | --- |
| (ii) | With<br> respect to the contents of the resolution of the Board of Directors regarding the establishment<br> of a system to ensure that the execution of duties by directors complies with laws and regulations<br> and the Articles of Incorporation, and other systems stipulated in Article 100, Paragraphs<br> 1 and 3 of the Enforcement Regulations of the Companies Act of Japan as necessary to ensure<br> the properness of operations of the corporate group, which consists of the stock company<br> and its subsidiaries, and the system (internal control system) established based on such<br> resolution, as stated in the Business Report, we have regularly received reports from directors<br> and employees and requested explanations and expressed our opinions as necessary. |
| --- | --- |
| (iii) | We<br> monitored and verified whether the Accounting Auditor maintained its independence and conducted<br> proper audits, and received reports from the Accounting Auditor on the status of the execution<br> of its duties, and requested explanations as necessary. In addition, we received notification<br> from the Accounting Auditor that it has established a “system for ensuring that the<br> execution of duties is carried out properly” (matters set forth in each item of Article<br> 131 of the Companies Accounting Regulations) in accordance with the “Quality Control<br> Standards for Audits” (Business Accounting Council) and other applicable standards,<br> and requested explanations as necessary. |
| --- | --- |
Based on the above methods, we examined the business report and its supplemental schedules the financial statements (balance sheet, statement of income, statement of changes in net assets, and notes to non-consolidated financial statements) and their accompanying supplemental schedules for the fiscal year under review.
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
2. Results of audit
| (1) | Results<br> of audit of business report, etc. |
|---|---|
| (i) | We<br> confirm that the business report and supplementary schedules present fairly the condition<br> of the Company in conformity with laws and regulations and the Articles of Incorporation. |
| --- | --- |
| (ii) | We<br> find no misconduct or material fact of violation of laws and regulations or the Articles<br> of Incorporation in connection with the Directors’ performance of their duties. |
| --- | --- |
| (iii) | We<br> confirm that the contents of the resolution of the Board of Directors regarding the internal<br> control system are fair and reasonable. We also find no matters to be pointed out with regard<br> to the contents of the business report concerning such internal control system and the execution<br> of duties by the Directors. |
| --- | --- |
| (2) | Results<br> of audit of financial statements and supplementary schedules |
| --- | --- |
We confirm that the audit methods and results of KSM & Partners Audit Corporation, the Company’s Accounting Auditor, are appropriate.
May 15, 2026
Board of Corporate Auditors, LogProstyle Inc.
| Full-<br> Time Corporate Auditor | Yuki<br> Ide | (seal) | |
|---|---|---|---|
| Outside<br> Corporate Auditor | Ruriko<br> Takeuchi | (seal) | |
| Outside<br> Corporate Auditor | Ryu<br> Ishida | (seal) |
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Mapof the General Meeting of Shareholders Venue
**Venue:**13th Floor, Aoyama Building, 1-2-3 Kita-Aoyama, Minato-ku, Tokyo, Japan
Head Office of LogProstyle, Inc.

Transportation:
Direct access from Exit 0 of Aoyama-itchome Station (G-04, Z-03, E-24), served by the Tokyo Metro Ginza Line, Hanzomon Line, and Toei Oedo Line
LogProstyleInc. - Head Office
13th Floor, Aoyama Building, 1-2-3 Kita-Aoyama, Minato-ku, Tokyo, 107-0061 Japan
Tel +81-3-6910-5320
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Exhibit 99.2





