TKLF 6-K
Tokyo Lifestyle Co., Ltd. (TKLF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-41181
Tokyo Lifestyle Co., Ltd.
Harumi Building, 2-5-9 Kotobashi
Sumida-ku, Tokyo, 130-0022
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 ☐
Convocation of the 20th Annual General Meeting of Shareholders
In accordance with the rules and regulations of the Japanese Companies Act, Tokyo Lifestyle Co., Ltd., a joint-stock corporation with limited liability organized under Japanese law (the “Company”), has sent a notice and accompanying information, including proxy instructions, to all holders of its ordinary shares and American Depositary Shares with respect to its 20th Annual General Meeting of Shareholders to be held in Tokyo, Japan on June 26, 2026 (the “Notice”). A complete copy of the Notice is furnished hereto as Exhibit 99.1.
Exhibit 99.1 furnished hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Proposal of a Year-End Dividend
In the Notice, the Company proposed that the shareholders approve a year-end dividend of JPY1.890 per share (the “Year-End Dividend”). Upon shareholders’ approval, the Year-End Dividend distribution will become effective on June 30, 2026 and be payable from September 14, 2026 to September 30, 2026 to all shareholders of record as of March 31, 2026 (Japan Standard Time), with an American depositary receipt record date of March 31, 2026 (Eastern Time).
1
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.
| Tokyo Lifestyle Co., Ltd. | ||
|---|---|---|
| Date: June 12, 2026 | By: | /s/ Mei Kanayama |
| Name: | Mei Kanayama | |
| Title: | Representative Director and Director<br><br>(Principal Executive Officer) |
2
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Notice of Convocation of<br>Annual General Meeting of Shareholders to be held on June 26, 2026 |
3
Exhibit 99.1
[This is an English translation of the original issued in Japanese]
[Note] The Company assumes no responsibility for this translation or for direct, indirect, or other forms of damages arising from the translation. This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
| June<br>12, 2026 | ||
|---|---|---|
| Dear<br>Shareholders |
Harumi Building, 2-5-9 Kotobashi,
Sumida-ku, Tokyo,130-0022
Tokyo Lifestyle Co., Ltd.
President and Representative
Director
Mei Kanayama
Notice of the 20th Ordinary General Meeting of Shareholders
We sincerely appreciate your continued support and kind attention.
You are cordially invited to attend the 20th Ordinary General Meeting of Shareholders of our company. The meeting will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing. Please review the attached Reference Documents for the General Meeting of Shareholders, indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise Form, and send it to our company so that it arrives by 4:30 PM on June 25, 2026.
Best regards,
Notice
| 1. | Date:<br>Friday, June 26, 2026 at 11:00 AM (Reception starts at 10:00 AM) |
|---|---|
| 2. | Place:<br>Harumi Bldg. 5th Floor, Kotobashi 2-5-9, Sumida-ku, Tokyo, Japan |
| --- | --- |
| 3. | Purpose |
| --- | --- |
Matters to be reported:
Business Report for the 20^th^ Fiscal Year (from April 1, 2025 to March 31, 2026)
Matters to be resolved:
| Proposal<br>1 | Approval<br>of the Financial Statements for the 20th Fiscal Year | |
|---|---|---|
| Proposal<br>2 | Partial<br>Amendments to the Articles of Incorporation | |
| (Establishment<br>of a Board of Auditors and Appointment of an Accounting Auditor) | ||
| Proposal<br>3 | Appropriation<br>of Surplus | |
| Proposal<br>4 | Appointment<br>of Accounting Auditor | |
| Proposal<br>5 | Election<br>of Three Corporate Auditors |
The above
When attending the meeting, please bring this Notice of Convocation, the attached documents, and the Reference Documents for the General Meeting of Shareholders, and submit the enclosed Voting Rights Exercise Form to the reception desk.
Reference Documents for the General Meeting of Shareholders
Proposal 1: Approval of the Financial Statements for the 20th Fiscal Year
Approval is hereby requested, in accordance with applicable laws and regulations and the provisions of the Articles of Incorporation, for the financial statements of the Company’s 20th fiscal year (from April 1, 2025 to March 31, 2026).
These financial statements have undergone a voluntary audit by an independent audit firm serving as the accounting auditor; however, they have not been audited under the Companies Act by a Board of Corporate Auditors or an Accounting Auditor in the capacity of a company with such institutions established. Such audits are scheduled to commence from the 21st fiscal year.
Proposal 2: Partial Amendments to the Articles of Incorporation (Establishment of a Board of Auditors and Appointment of an Accounting Auditor)
Reason for the Amendments
In connection with the establishment of an Accounting Auditor, the Company proposes to partially amend the current Articles of Incorporation in accordance with the provisions of the Companies Act by newly establishing provisions regarding the Accounting Auditor.
| 2. | Details<br>of the Amendments |
|---|---|
| (1) | In<br>connection with the Company’s transition to a company with a Board of Corporate Auditors,<br>new provisions relating to the Board of Corporate Auditors and Corporate Auditors shall be<br>established in the Articles of Incorporation. |
| --- | --- |
| (2) | New<br>provisions shall be established to provide that the number of Corporate Auditors shall be<br>three (3) or more, and that a majority of such Corporate Auditors shall be Outside Corporate<br>Auditors. |
| --- | --- |
| (3) | In<br>addition, necessary amendments shall be made, including renumbering of articles resulting<br>from the above additions and other related revisions. |
| --- | --- |
Proposal 3: Appropriation of Surplus
The Company hereby requests approval for the distribution of dividends from surplus as set forth below, with March 31, 2026 (Tuesday) as the record date.
Details
Type of dividend property: Cash
Matters concerning the allocation of dividend property: JPY 1.890 per share of common stock
Total amount of dividends: JPY 79,999,557
Effective date of dividend distribution: June 30, 2026
Dividend Payment Commencement Date: September 14, 2026
Dividend Payment End Date: September 30, 2026
Proposal 4: Appointment of Accounting Auditor
The Company requests approval for the appointment of Sakurazaka Audit Corporation as the Accounting Auditor.
Proposal 5: Election of Three Corporate Auditors
As the Company will transition to a company with an Audit & Supervisory Board, subject to the approval and adoption of Proposal No. 2, we hereby request the election of three (3) Audit & Supervisory Board Members.
Mr. Keiichi Kimura, who currently serves as an Audit & Supervisory Board Member, is scheduled to resign upon the conclusion of this General Meeting. This resignation is intended to align the terms of office of all newly elected Audit & Supervisory Board Members following the transition to a company with an Audit & Supervisory Board pursuant to Proposal No. 2, thereby facilitating the smooth operation of the Audit & Supervisory Board.
- 2 -
Accordingly, we request the election of the following three individuals as Audit & Supervisory Board Members. The remuneration of the Audit & Supervisory Board Members shall be determined within the total amount of remuneration previously approved by resolution of the shareholders’ meeting.
The candidates for Corporate Auditor are as follows:
| Candidate<br><br>Number | Name<br><br>(Date of birth) | Brief Biography, Position, Significant Concurrent Positions, and Special Interests with the Company. | Number of<br><br>Company’s<br><br>Shares Held |
|---|---|---|---|
| 1 | Keiichi Kimura<br><br>(February 9, 1966)<br><br>Reappointment | (Career summary and position)<br><br>November 2014 Joined Takuetsu<br>Co., Ltd.<br><br>June 2020 Appointed as Corporate<br>Auditor of the Company<br><br>October 2021 Appointed<br>as Inside Corporate Auditor of the Company<br><br>June 2025 Reappointed as<br>Internal Corporate Auditor of the Company (incumbent)<br><br>(Significant Concurrent Positions)<br><br>None<br><br>(Special Interests with our Company)<br><br>None | 0 shares |
| 2 | Akira Kotajima<br><br>(August 20, 1984)<br><br>New Appointment | (Career summary and position)<br><br>December 2013 Joined DinnerBank<br>Co., Ltd.<br><br>March 2016 Appointed Representative<br>Director of DinnerBank Co., Ltd.<br><br>July 2024 Resigned as Representative<br>Director of DinnerBank Co., Ltd.<br><br>July 2024 Left DinnerBank Co.,<br>Ltd.<br><br>(Significant Concurrent Positions)<br><br>None<br><br>(Special Interests with our Company)<br><br>None | 0 shares |
| 3 | Yoshie Nakamura<br><br>(November 8, 1978)<br><br>New Appointment | (Career summary and position)<br><br>March 2017 Joined Shinichi<br>Shoji Co., Ltd.<br><br>November 2022 Retired<br>from Shinichi Shoji Co., Ltd.<br><br>July 2023 Joined<br>Kosei Co., Ltd.<br><br>(Significant Concurrent Positions)<br><br>None<br><br>(Special Interests with our Company)<br><br>None | 0 shares |
| * | Among<br>the above candidates, Mr. Akira Kotajima and Ms. Yoshie Nakamura are candidates for Outside<br>Corporate Auditor as defined in Article 2, Item 16 of the Companies Act. | ||
| --- | --- |
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Appendix
| Current<br>Articles of Incorporation | Proposed<br>Amendments | ||||
|---|---|---|---|---|---|
| (Organs) | (Organs) | ||||
| Article<br>4 | In<br>addition to the General Meeting of Shareholders and Directors, the Company shall establish the following organs:<br><br>1.Board<br>of Directors<br><br>2.Corporate<br>Auditors | Article<br>4 | In addition to the General Meeting<br>of Shareholders and Directors, the Company shall establish the following organs:<br><br>1.Board<br>of Directors<br><br>2.Corporate<br>Auditors<br><br>3.Board<br>of Corporate Auditors<br><br>4.Accounting<br>Auditor | ||
| Chapter<br>5 Corporate Auditors | Chapter<br>5 Corporate Auditors | ||||
| (Number<br>of Corporate Auditors) | (Number<br>of Corporate Auditors) | ||||
| Article<br>26 | The<br>Company shall have no more than ten (10) Corporate Auditors. | Article<br>26 | The Company shall have no fewer than three (3) and no more than ten<br>(10) Corporate Auditors. | ||
| (Method<br>of Election) | (Method<br>of Election) | ||||
| Article<br>27 | Resolutions<br>for the election of Corporate Auditors shall be adopted at a General Meeting of Shareholders by a majority of the voting rights of<br>the shareholders present at the meeting who hold one-third or more of the voting rights exercisable by all shareholders. | Article<br>27 | Resolutions<br>for the election of Corporate Auditors shall be adopted at a General Meeting of Shareholders by a majority of the voting rights of<br>the shareholders present at the meeting who hold one-third or more of the voting rights exercisable by all shareholders. | ||
| (Term<br>of Office) | (Term<br>of Office) | ||||
| Article<br>28 | The<br>term of office of a Corporate Auditor shall expire at the conclusion of the Ordinary General Meeting of Shareholders relating to<br>the final fiscal year ending within four (4) years after the election. | Article<br>28 | The<br>term of office of a Corporate Auditor shall expire at the conclusion of the Ordinary General Meeting of Shareholders relating to<br>the final fiscal year ending within four (4) years after the election. | ||
| 2.<br>The term of office of a Corporate Auditor elected as a substitute for a Corporate Auditor who retired before the expiration of his<br>or her term shall continue until the expiration of the term of office of the retired Corporate Auditor. | 2.<br>The term of office of a Corporate Auditor elected as a substitute for a Corporate Auditor who retired before the expiration of his<br>or her term shall continue until the expiration of the term of office of the retired Corporate Auditor. | ||||
| (Remuneration,<br>etc.) | (Remuneration,<br>etc.) | ||||
| Article<br>29 | The<br>remuneration, etc. of Corporate Auditors shall be determined by resolution of the General Meeting of Shareholders. | Article<br>29 | The<br>remuneration, etc. of Corporate Auditors shall be determined by resolution of the General Meeting of Shareholders. |
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| Current<br>Articles of Incorporation | Proposed<br>Amendments | |||
|---|---|---|---|---|
| (Exemption<br>from Liability of Corporate Auditors) | (Exemption<br>from Liability of Corporate Auditors) | |||
| Article<br>30 | The<br>Company may, by resolution of the Board of Directors, exempt Corporate Auditors (including former Corporate Auditors) from liability<br>for damages under Article 423, Paragraph 1 of the Companies Act, to the extent permitted by laws and regulations, limited to the<br>amount obtained by deducting the minimum liability amount prescribed by laws and regulations from the total amount of liability for<br>damages. | Article<br>30 | The<br>Company may, by resolution of the Board of Directors, exempt Corporate Auditors (including former Corporate Auditors) from liability<br>for damages under Article 423, Paragraph 1 of the Companies Act, to the extent permitted by laws and regulations, limited to the<br>amount obtained by deducting the minimum liability amount prescribed by laws and regulations from the total amount of liability for<br>damages. | |
| 2.<br>Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with a Corporate Auditor limiting<br>liability for damages arising from negligence in the performance of duties; provided, however, that the limit of liability under such<br>agreement shall be the higher of either an amount predetermined to be no less than 1,000,000 or the minimum liability amount prescribed<br>by laws and regulations. | 2.<br>Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with a Corporate Auditor limiting<br>liability for damages arising from negligence in the performance of duties; provided, however, that the limit of liability under such<br>agreement shall be the higher of either an amount predetermined to be no less than JPY 1,000,000 or the minimum liability amount prescribed<br>by laws and regulations. | |||
| (Convocation<br>of the Board of Corporate Auditors) | ||||
| Article<br>31 | Notice<br>of a meeting of the Board of Corporate Auditors shall be given to each Corporate Auditor at least three (3) days prior to the date<br>of the meeting; provided, however, that this period may be shortened in cases of urgent necessity. | |||
| 2.<br>A meeting of the Board of Corporate Auditors may be held without following the convocation procedures if all Corporate Auditors consent<br>thereto. | ||||
| (Rules<br>of the Board of Corporate Auditors) | ||||
| Article<br>32 | Matters<br>concerning the Board of Corporate Auditors shall be governed not only by laws and regulations and these Articles of Incorporation,<br>but also by the Rules of the Board of Corporate Auditors established by the Board of Corporate Auditors. |
All values are in Japanese Yen.
- 5 -
| Current<br>Articles of Incorporation | Proposed<br>Amendments | ||||
|---|---|---|---|---|---|
| No<br>corresponding provision. | Chapter<br>6 Accounting Auditor | ||||
| (Election<br>of Accounting Auditor) | |||||
| Article<br>33 | The<br>Accounting Auditor shall be elected by resolution of the General Meeting of Shareholders. | ||||
| (Term<br>of Office of Accounting Auditor) | |||||
| Article<br>34 | The<br>term of office of the Accounting Auditor shall expire at the conclusion of the Ordinary General Meeting of Shareholders relating<br>to the final fiscal year ending within one (1) year after the election. | ||||
| 2.<br>Unless otherwise resolved at the Ordinary General Meeting of Shareholders referred to in the preceding paragraph, the Accounting<br>Auditor shall be deemed to have been reappointed at such meeting. | |||||
| (Remuneration,<br>etc. of Accounting Auditor) | |||||
| Article<br>35 | The<br>remuneration, etc. of the Accounting Auditor shall be determined by the Representative Director with the consent of the Board of<br>Corporate Auditors. | ||||
| (Exemption<br>from Liability of Accounting Auditor) | |||||
| Article<br>36 | The<br>Company may, by resolution of the Board of Directors, exempt the Accounting Auditor (including former Accounting Auditors) from liability<br>for damages under Article 423, Paragraph 1 of the Companies Act, to the extent permitted by laws and regulations, limited to the<br>amount obtained by deducting the minimum liability amount prescribed by laws and regulations from the total amount of liability for<br>damages. | ||||
| 2.<br>Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with the Accounting Auditor limiting<br>liability for damages arising from negligence in the performance of duties; provided, however, that the limit of liability under<br>such agreement shall be the higher of either an amount predetermined to be no less than JPY 1,000,000 or the minimum liability amount<br>prescribed by laws and regulations. |
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(Attachments)
Business Report
From April 1, 2025
To March 31, 2026
Statutory Financial Statements Prepared in Accordance with Japanese GAAP
Note: The statutory financial statements on the following pages have been prepared in accordance with Japanese GAAP. These results may differ in material respects from our audited consolidated financial results under U.S. GAAP that will be reported later and included in our Annual Report on Form 20-F, which will be filed with the U.S. Securities and Exchange Commission and available at www.sec.gov. The attached financial statements are provided to our shareholders and ADS holders solely in accordance with requirements under the Japanese Companies Act in connection with our Annual Meeting.
| 1. | Current<br>Status of the Company |
|---|---|
| (1) | Progress<br>and Results of the Project |
| --- | --- |
During the current fiscal year, while the U.S. economy showed resilience in consumer spending and the employment market, significant regional disparities emerged due to factors such as the delayed recovery of the Chinese economy and concerns over an economic slowdown in Europe. As a result, the overall outlook remained uncertain. Furthermore, prolonged monetary tightening and ongoing geopolitical risks, coupled with exchange rate fluctuations, began to impact international trade.
In the domestic economy, a moderate recovery trend continued, driven by a recovery in consumer spending against the backdrop of improving employment and income conditions, as well as the expansion of inbound tourism demand. On the other hand, the environment surrounding corporate activities remains challenging, with issues such as a worsening labor shortage, persistently high resource and energy prices, and rising prices due to the weak yen.
Under these conditions, the Company has worked to secure sales opportunities while responding to changes in customer demand trends and shifts in regulatory and logistics environments in various countries, with the aim of stabilizing overseas transactions. At the same time, we have worked to strengthen our sales capabilities and improve operational efficiency at our domestic stores, striving to reinforce our earnings base.
As a result, for the current fiscal year, the Company’s net sales amounted to 38,783,862 thousand yen (up 59.1% year-on-year), operating income was 309,111 thousand yen (up 39.7% year-on-year), and ordinary income was 193,321 thousand yen (up 688.9% year-on-year).
| (2) | Fundraising<br>Status |
|---|---|
| ① | To<br>fund working capital, we have borrowed 300,000,000 yen from Tokushin G.K. of which our Representative<br>Director, Kanayama, serves as a representative partner. |
| --- | --- |
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| (3) | Changes<br>in Financial Position and Profit or Loss |
|---|
(Unit: 1,000 yen)
| Period \division | 17th period<br>Fiscal Year Ended March 2023 | 18th period<br>Fiscal Year Ended March 2024 | 19th period<br>Fiscal Year Ended March 2025 | 20th period<br>Fiscal Year Ended March 2026 | ||||
|---|---|---|---|---|---|---|---|---|
| Sales | 21,667,575 | 25,615,177 | 24,373,722 | 38,783,862 | ||||
| Ordinary Income | 192,962 | 328,353 | 24,506 | 193,321 | ||||
| Net Income | △884,219 | 216,417 | △90,736 | 39,659 | ||||
| Net Income per share(yen) | △24 | 5 | △2 | 1 | ||||
| Total Asset | 22,505,180 | 21,054,009 | 18,704,887 | 30,583,696 | ||||
| Net Worth | 4,701,910 | 5,701,950 | 5,615,656 | 5,575,316 |
Note: Net income per share is calculated based on the total number of shares issued at the end of the fiscal year.
| (4) | Issues<br>to be addressed by the company |
|---|
The business and financial issues that we should prioritize are as follows.
| ■ | Improvement<br>and Stabilization of Internal Control Systems<br><br>To<br>address the diversification of risks associated with our business expansion, we have been<br>working to strengthen our internal control systems. Specifically, we have reviewed our business<br>processes and ensured the thorough implementation and operation of internal controls, while<br>also striving to raise compliance awareness and strengthen our risk management framework,<br>thereby promoting the improvement and stabilization of our internal control systems. |
|---|---|
| ■ | Restructuring<br>the Business Model to Strengthen the Revenue Base<br><br>As<br>part of our efforts to achieve sustainable growth and improve profitability, we will review<br>our operational structure and restructure our store strategy to improve the profitability<br>of unprofitable stores in our domestic business. In our overseas business, we will work to<br>stabilize existing transactions while promoting full-scale business expansion into Southeast<br>Asia to expand our sales channels and strengthen our business foundation. Furthermore, to<br>improve profitability across the entire company, we will work to improve profit margins by<br>reviewing our product mix and transaction terms, and we will promote the restructuring of<br>a sustainable business model. |
| --- | --- |
To overcome the challenges outlined above, we will make every effort as a company. We ask for the continued guidance and support of our shareholders.
| (5) | Principal<br>Businesses (as of March 31, 2026) |
|---|
Management of domestic drug stores
Domestic e-commerce operation and management
Domestic and overseas (including trading) wholesale
| (6) | Major<br>business establishments and stores | ||
|---|---|---|---|
| Head<br>Office | 2-5-9<br>Kotobashi, Sumida-ku, Tokyo Harumi Building | ||
| --- | --- | --- | --- |
| Tokyo<br>Sales Department | 16F,<br>Island Triton Square Office Tower W, 1-8-8 Harumi, Chuo-ku, Tokyo | ||
| Saitama<br>Center | 3-1-5<br>Koshigaya City Distribution Complex, Saitama |
Subsidiary Offices
| trade<br>name | location | |
|---|---|---|
| Tokyo<br>Lifestyle Limited | Unit<br>11, 12/F., Wing On Plaza, No.62 Mody Road, Tsim Sha Tsui East, Kowloon |
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The names and locations of domestic drugstores are as follows
| Store<br>Name | location | Store<br>Name | location | |||||
|---|---|---|---|---|---|---|---|---|
| Nishi<br>Kasai Yokohama Chinatown | Edogawa-Ku,<br>Tokyo Yokohama City, Kanagawa | Koshigaya-Ryutsudanchi<br>Quiz Gate Urawa Nishi Kawaguchi | Koshigaya<br>City, Saitama Urawa City, Saitama Kawaguchi City, Saitama | |||||
| (7) | Status<br>of employees (as of March 31, 2026) | |||||||
| --- | --- | |||||||
| Number<br>of Employees | Change<br>from the end of the previous fiscal year | Average<br>age | Average<br>length of service | |||||
| --- | --- | --- | --- | --- | --- | --- | ||
| 85 | -19 | 42<br>years and 5 months old | 5<br>years 3 months | |||||
| Note: | The<br>number of employees includes part-time workers (34). | |||||||
| --- | --- | |||||||
| (8) | Status<br>of important subsidiaries | |||||||
| --- | --- | |||||||
| Company<br>Name | location | Paid-in<br>Capital | Description<br>of Business | Investment<br>Ratio | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Tokyo<br>Lifestyle Limited | Hong<br>Kong | HK$15.95<br>million | Wholesale<br>& Retail Trade | 100% | ||||
| (9) | Major<br>borrowers and borrowing amounts (as of March 31, 2026) | |||||||
| --- | --- | |||||||
| ① | Commitment<br>Line Agreement | |||||||
| --- | --- |
(Unit: 1,000 yen)
| Loans | Outstanding Balance | |||||||
|---|---|---|---|---|---|---|---|---|
| Mizuho Bank Ltd. | 1,248,614 | |||||||
| MUFG Bank Ltd. | 1,025,724 | |||||||
| Resona Bank, Inc. | 841,096 | |||||||
| Sumitomo Mitsui Banking Corporation, Ltd. | 756,986 | |||||||
| Note: | 1. | To<br>procure stable and efficient working capital, the Company has entered into a commitment line<br>agreement with a maximum borrowing amount of 7,850,000,000 yen. The agreement is a syndicated<br>loan and is cofinanced by a total of 17 banks led by MUFG Bank, Ltd. and Mizuho Bank, Ltd. | ||||||
| --- | --- | --- | ||||||
| Note: | 2. | The<br>outstanding balance of loans executed at the end of the fiscal year under this contract is<br>6,732,147,000 yen. | ||||||
| --- | --- | --- | ||||||
| 2. | Status<br>of Stocks (as of March 31, 2026) | |||||||
| --- | --- | |||||||
| ① | Total<br>number of shares authorized: 100,000,000 shares | |||||||
| --- | --- | |||||||
| ② | Total<br>number of shares issued: 42,327,806 shares | |||||||
| --- | --- | |||||||
| ③ | Number<br>of shareholders: 3 | |||||||
| --- | --- | |||||||
| ④ | Principal<br>Shareholders | |||||||
| --- | --- | |||||||
| Name<br>of Shareholder | Number of<br>shares held | Percentage<br>of shares held | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| THE<br>BANK OF NEW YORK MELLON | 21,536,266<br>shares | 50.88 | % | |||||
| Tokushin<br>G.K. | 13,575,104<br>shares | 32.07 | % | |||||
| Mei<br>Kanayama | 7,216,436<br>shares | 17.05 | % |
NOTE: THE BANK OF NEW YORK MELLON IS A DEPOSITARY SECURITIES COMPANY THAT ISSUES AMERICAN DEPOSITARY RECEIPTS (ADR).
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| 3. | Matters<br>Concerning the Company’s Stock Acquisition Rights, etc. (as of March 31, 2026) |
|---|
The total number of stock acquisition rights as of the end of the fiscal year under review is as follows.
| (1) | First<br>series of stock acquisition rights |
|---|---|
| ① | Total<br>number of stock acquisition rights: 300,000 units |
| --- | --- |
| ② | Type<br>and number of shares subject to stock acquisition rights 300,000 shares of the Company’s<br>common stock represented by U.S. depositary shares in the U.S. |
| --- | --- |
| ③ | Amount<br>paid for stock acquisition rights |
| --- | --- |
US$0.01 divided by the number of Stock Acquisition Rights offered
| ④ | Value<br>of assets invested in the exercise of stock acquisition rights |
|---|
US$4.80 per common stock
| ⑤ | Period<br>for exercising stock acquisition rights |
|---|
From July 6, 2022, to January 7, 2027
| ⑥ | Increased<br>capital and capital reserves in the case of issuance of shares through the exercise of stock<br>acquisition rights |
|---|---|
| 1. | Amount<br>of capital increased by the exercise of stock acquisition rights |
| --- | --- |
The amount shall be one-half of the maximum amount of increase in capital, etc., calculated in accordance with the provisions of Article 17, Paragraph 1 of the Company Accounting Regulations, and if a fraction of less than 1 yen is obtained because of the calculation, the amount shall be rounded up.
| 2. | Amount<br>of capital reserves to increase due to the exercise of stock acquisition rights |
|---|
The amount shall be calculated in accordance with the provisions of Article 17, Paragraph 1 of the Company Accounting Regulations, minus the amount of capital increase from the maximum amount of increase in capital, etc.
| ⑦ | Allottee<br>of Stock Acquisition Rights - Univest Securities, LLC |
|---|---|
| (2) | 2nd<br>Series of Stock Acquisition Rights |
| --- | --- |
| ① | Total<br>number of stock acquisition rights: 5,862,552 |
| --- | --- |
| ② | Type<br>and number of shares subject to stock acquisition rights |
| --- | --- |
5,862,552 shares of the Company’s common stock represented by U.S. depositary shares in the U.S.
| ③ | Amount<br>paid for stock acquisition rights |
|---|
No payment required
| ④ | Value<br>of assets invested in the exercise of stock acquisition rights |
|---|
US$0.27391 per common stock
| ⑤ | Period<br>for exercising stock acquisition rights |
|---|
From January 30, 2024, to July 30, 2029
- 10 -
| ⑥ | Increased<br>capital and capital reserves in the case of issuance of shares through the exercise of stock<br>acquisition rights |
|---|---|
| 1. | Amount<br>of capital increased by the exercise of stock acquisition rights |
| --- | --- |
The amount shall be one-half of the maximum amount of increase in capital, etc., calculated in accordance with the provisions of Article 17, Paragraph 1 of the Company Accounting Regulations, and if a fraction of less than 1 yen is obtained because of the calculation, the amount shall be rounded up.
| 2. | Amount<br>of capital reserves to increase due to the exercise of stock acquisition rights |
|---|
The amount shall be calculated in accordance with the provisions of Article 17, Paragraph 1 of the Company Accounting Regulations, minus the amount of capital increase from the maximum amount of increase in capital, etc.
| ⑦ | Assignee<br>of Stock Acquisition Rights | |||
|---|---|---|---|---|
| Assignee | Number of allocations | |||
| --- | --- | --- | ||
| LIND GLOBAL FUND II LP | 746,269 | |||
| S.H.N. FINANCIAL INVESTMENTS LTD | 638,669 | |||
| L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND | 746,269 | |||
| ALTO OPPORTUNITY MASTER FUND, | 746,269 | |||
| INTRACOASTAL CAPITAL LLC | 746,269 | |||
| CVI Investments, By: Heights Capital Management, Inc., | 746,269 | |||
| Hudson Bay Master Fund Ltd. | 746,269 | |||
| Empery Asset Master, LTD | 414,861 | |||
| Empery Tax Efficient, LP | 147,466 | |||
| Empery Tax Efficient III, LP | 183,942 | |||
| 4. | Matters<br>Concerning Company Officers (as of March 31, 2026) | |||
| --- | --- | |||
| (1) | Status<br>of Directors and Corporate Auditors | |||
| --- | --- | |||
| Position | Name | Status<br>of responsibilities and important concurrent positions | ||
| --- | --- | --- | --- | --- |
| President<br>and Representative Director | Mei<br>Kanayama | President<br>& CEO | ||
| Director | Yoichiro<br>Haga | Executive<br>Officer, Administrative Departments | ||
| Director | Tetsuya<br>Sato | Director,<br>Japan International Medical Association<br><br>Representative<br>Director, CBJ, Inc. | ||
| Director | Yoji<br>Takenaka | Lawyer | ||
| Corporate<br>Auditor | Keiichi<br>Kimura | Administrative<br>scrivener | ||
| Note: | 1. | Directors<br>Tetsuya Sato and Yoji Takenaka are outside directors as defined in Article 2, Item 15 of<br>the Companies Act. | ||
| --- | --- | --- | ||
| 2. | Tadao<br>Iwamatsu and Junji Sato resigned from their positions as auditors effective as of the Annual<br>General Meeting of Shareholders held on June 27, 2025. | |||
| --- | --- |
- 11 -
| (2) | Total<br>amount of remuneration, etc. of officers for the current fiscal year |
|---|
(Unit: 1,000 yen)
| Total<br>amount by type of<br><br>remuneration, etc. | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| District | Number<br>of<br><br>members | Total<br>amount<br><br>of<br><br>remuneration, etc. | Monetary<br><br>Rewards | Performance-<br>linked<br><br>remuneration, etc. | Non-<br>monetary<br><br>remuneration, etc. | |||||||||||||
| Director | 4<br>persons | 55,200 | 55,200 | — | — | |||||||||||||
| (Outside<br>Directors) | (2<br>persons) | (7,200 | ) | (7,200 | ) | (— | ) | (— | ) | |||||||||
| Corporate<br>Auditor | 3<br>persons | 4,150 | 4,150 | — | — | |||||||||||||
| (Outside<br>Corporate Auditors) | (2<br>persons) | (900 | ) | (900 | ) | (— | ) | (— | ) | |||||||||
| Total | 7<br>persons | 59,350 | 59,350 | — | — | |||||||||||||
| (Outside<br>Officers) | (4<br>persons) | (8,100 | ) | (8,100 | ) | (— | ) | (— | ) | |||||||||
| Note: | 1. | The<br>maximum amount of remuneration for directors was resolved to be 150,000,000 yen per year<br>at the Ordinary General Meeting of Shareholders held on May 26, 2021. | ||||||||||||||||
| --- | --- | --- | ||||||||||||||||
| 2. | The<br>maximum amount of remuneration for Board of Corporate Auditors was resolved to be 30,000,000<br>yen per year at the Extraordinary General Meeting of Shareholders held on October 19, 2021. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| 5. | System<br>to ensure the appropriateness of business operations (as of March 31, 2026) | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (1) | System<br>to ensure that the execution of duties by directors and employees complies with laws and<br>regulations and the Articles of Incorporation | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ① | Directors<br>of the Company and its subsidiaries shall comply with laws and regulations and Articles of<br>Incorporation and promote the establishment of a compliance system. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ② | Directors<br>of the Company and its subsidiaries shall establish a compliance system to ensure that employees<br>comply with laws and regulations and the Articles of Incorporation and shall manage and supervise<br>the status of compliance. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ③ | Board<br>of Corporate Auditors Members shall investigate the status of the compliance system and whether<br>there are any problems with laws and regulations or the Articles of Incorporation, and report<br>to the Board of Directors. The Board of Directors shall periodically review the compliance<br>system and strive to identify problems and make improvements. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ④ | The<br>Company shall establish rules for whistleblowing and establish a whistleblowing system to<br>promptly report and consult with directors and employees of the Company and its subsidiaries<br>if they discover an act that is suspected of violating laws and regulations. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (2) | System<br>for the storage and management of information related to the execution of duties by directors | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ① | Information<br>related to the execution of duties by directors shall be prepared and stored in accordance<br>with laws and regulations and internal regulations, etc., by establishing document management<br>regulations, etc. In addition, if necessary, the Company shall manage the information in<br>a state where it can be viewed by Directors, Corporate Auditors, Accounting Auditors, etc. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ② | The<br>status of the creation, storage, and management of information related to the execution of<br>duties by directors shall be audited by Corporate Auditors. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (3) | Regulations<br>and other systems related to the management of the risk of loss | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ① | The<br>Company shall formulate the Basic Rules for Risk Management as the basis of the risk management<br>system for the entire Group and establish a risk management system in accordance with the<br>Regulations. In addition, in the event of an unforeseen situation, the Company shall establish<br>a Crisis Management Committee chaired by the President and Representative Director and shall<br>establish a system to prevent and minimize the spread of damage by responding promptly with<br>the advice of legal advisors and others. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ② | Directors<br>and employees shall organize the content of their duties with regard to risk management in<br>each department, grasp, analyze, and evaluate inherent risks, consider and implement appropriate<br>measures, and periodically review the status of such risk management. | |||||||||||||||||
| --- | --- |
- 12 -
| ③ | Corporate<br>Auditors shall audit the status of risk management in each division and report the results<br>to the Board of Directors. The Board of Directors shall periodically review the risk management<br>system and strive to identify problems and improve them. |
|---|---|
| (4) | System<br>to ensure efficient execution of duties by directors |
| --- | --- |
| ① | With<br>the aim of increasing corporate value, we will work to achieve our goals based on a business<br>plan formulated based on our corporate philosophy, and manage the progress of our goals. |
| --- | --- |
| ② | In<br>addition to the regular Board of Directors meeting (once a month), extraordinary meetings<br>of the Board of Directors shall be held as necessary as the basis of the system to ensure<br>that the execution of duties by directors is carried out efficiently. |
| --- | --- |
| ③ | The<br>Company shall establish various internal regulations, such as the Regulations on the Segregation<br>of Duties, the Regulations on Administrative Authority and Decision-Making Authority, and<br>establish a system for the proper and efficient execution of duties by clarifying the authority<br>and responsibilities of each officer. |
| --- | --- |
| ④ | The<br>Company shall supervise the establishment and operation of internal control systems at its<br>subsidiaries to ensure a balance between ensuring the efficiency and promptness of the execution<br>of duties by directors. |
| --- | --- |
| (5) | System<br>to ensure the appropriateness of business operations of the corporate group consisting of<br>the Company and its subsidiaries |
| --- | --- |
To ensure the appropriate business operations of the entire Group, including subsidiaries, we will strive to build a compliance system for the entire Group.
| (6) | System<br>for employees who assist the duties of Corporate Auditors and the independence of such employees<br>from Directors; |
|---|
Matters concerning the effectiveness of instructions to the employees
Employees who assist in the duties of the Corporate Auditors shall be assigned to assist the Corporate Auditors when requested, and the consent of Corporate Auditor shall be obtained for the transfer and evaluation of such employees.
| (7) | System<br>for directors and employees to report to Corporate Auditors, other systems for reporting<br>to Corporate Auditors, and other systems to ensure that audits by Corporate Auditors are<br>conducted effectively |
|---|---|
| ① | Directors<br>and employees of the Company and its subsidiaries shall immediately report to the Corporate<br>Auditors of the Company any fact that may cause significant damage to the Company. |
| --- | --- |
| ② | Corporate<br>Auditors shall attend important meetings of the Board of Directors, etc. and receive reports<br>from the directors of the Company and its subsidiaries on the status of the execution of<br>the duties for which they are responsible. |
| --- | --- |
| ③ | Corporate<br>Auditors may inspect important documents related to the execution of business, such as approval<br>documents, and request explanations from directors and employees of the Company and its subsidiaries. |
| --- | --- |
| ④ | Corporate<br>Auditors and Representative Director shall hold regular meetings to exchange opinions in<br>order to promote mutual communication. |
| --- | --- |
| (8) | To<br>ensure that people who report to the Corporate Auditors are not treated unfavorably because<br>of such reports system |
| --- | --- |
The Company and its subsidiaries shall prohibit any person who reports unfavorably to a person who has reported to the Corporate Auditors on the grounds that he or she has made a report and shall ensure that this is fully informed.
- 13 -
| (9) | Matters<br>concerning procedures for advance payment or reimbursement of expenses incurred in the execution<br>of duties by Corporate Auditors and other policies related to the processing of expenses<br>or liabilities incurred in the execution of such duties |
|---|
When a Corporate Auditors requests advance payment or reimbursement of expenses incurred in the execution of his/her duties, we will respond promptly.
| (10) | Basic<br>Approach to the Elimination of Anti-Social Forces and Status of Development |
|---|
To ensure sound corporate management, we will take a resolute stance against antisocial forces.
Our basic policy is not to have any relationship whatsoever.
The General Affairs Department is the department that oversees the response to anti-social forces, and the General Manager is responsible for it. In addition, we work closely with external organizations such as corporate lawyers, the police, and the Federation of Special Violence Prevention Measures under the jurisdiction of the Metropolitan Police Department to develop a system and collect information that enables the organization to respond promptly, and to thoroughly educate employees.
| 6. | Overview<br>of the operational status of the system to ensure the appropriateness of business operations |
|---|
The Company has established a system to ensure the appropriateness of business operations, and the Board of Directors and other meetings continuously identify and analyze management risks and consider countermeasures. As a result, we review internal regulations and operations as necessary to improve the effectiveness of the internal control system. In addition to audits by Corporate Auditors, Corporate Auditors also attend important internal meetings to monitor the status of business execution and risks related to compliance. In addition, we regularly conduct internal audits to verify that our day-to-day operations do not violate laws and regulations, the Articles of Incorporation, internal regulations, etc.
- 14 -
Financial statements
Balance Sheet
As of March 31, 2026
(Unit: 1,000 yen)
| Assets | Liabilities | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Accounts | Amount | Accounts | Amount | |||||||
| Current<br>Assets | 20,751,282 | Current<br>Liabilities | 23,840,527 | |||||||
| Cash<br>& deposits | 251,215 | Accounts<br>payable | 16,022,856 | |||||||
| Accounts<br>receivable | 17,697,613 | Short-term<br>borrowings | 6,910,459 | |||||||
| Products | 1,954,805 | Long-term<br>loans to be repaid within one year | 168,220 | |||||||
| Previous<br>payment | 13,962 | Payables | 151,203 | |||||||
| For<br>prepayment | 11,020 | Accrued<br>expenses | 3,314 | |||||||
| Short-term<br>loans | 178,312 | Advance<br>payments | 329,278 | |||||||
| Reimbursement | 300,292 | Deposit | 5,565 | |||||||
| Unearned<br>money | 139,007 | Accrued<br>corporate taxes, etc. | 219,353 | |||||||
| Accrued<br>refundable consumption tax, etc. | 383,612 | Accrued<br>consumption tax, etc. | 9,783 | |||||||
| Allowance<br>for bad debts | △ | 178,560 | Short-term<br>lease obligations | 12,953 | ||||||
| Fixed<br>Assets | 9,819,604 | Bonus<br>allowance | 1,507 | |||||||
| Property,<br>plant and equipment | 152,079 | Point<br>allowance | 221 | |||||||
| Facilities<br>attached to the building | 212,441 | Contractual<br>liabilities | 5,810 | |||||||
| Vehicle<br>transport equipment | 9,090 | Fixed<br>Liabilities | 1,167,851 | |||||||
| Tools,<br>Equipment, and Fixtures | 116,111 | Long-term<br>borrowings | 500,000 | |||||||
| Tangible<br>leased assets | 82,707 | Deposit | 31,922 | |||||||
| Accumulated<br>depreciation | △ | 268,271 | Long-term<br>payables | 54,334 | ||||||
| Intangible<br>Assets | 208,631 | Long-term<br>lease obligations | 13,878 | |||||||
| Intangible<br>leased assets | 3,813 | Provision<br>for retirement benefits | 45,763 | |||||||
| Software | 204,818 | Asset<br>retirement obligations | 75,359 | |||||||
| Investments<br>and other assets | 9,458,894 | Deferred<br>tax liabilities | 446,593 | |||||||
| Investment | 2,010 | Total<br>Liabilities | 25,008,379 | |||||||
| Deposit | 120,022 | Equity | ||||||||
| Deposit | 104,048 | Accounts | Amount | |||||||
| Insurance<br>reserve fund | 27,342 | Shareholders’<br>Equity | 5,575,305 | |||||||
| Recycling<br>deposits | 8 | Paid-in<br>capital | 10,000 | |||||||
| Long-term<br>upfront costs | 1,804 | Capital<br>surplus | 3,655,033 | |||||||
| Long-term<br>unearned income | 1,622,183 | Capital<br>reserve | 3,655,033 | |||||||
| Shares<br>of affiliated companies | 682,673 | Retained<br>earnings | 9,458,894 | |||||||
| Long-term<br>accounts receivable | 6,984,870 | Other<br>retained earnings | 1,910,271 | |||||||
| Allowance<br>for bad debts | △ | 86,070 | Retained<br>earnings carried forward | 1,910,271 | ||||||
| Deferred<br>Assets | 12,808 | Stock<br>Acquisition Rights | 11 | |||||||
| Share<br>grant costs | 12,808 | Total<br>Equity | 5,575,316 | |||||||
| Total<br>Assets | 30,583,696 | Total<br>Liabilities and Equity | 30,583,696 |
- 15 -
Statement of income
From April 1, 2025
To March 31, 2026
(Unit: 1,000 yen)
| Accounts | Amount | |||||||
|---|---|---|---|---|---|---|---|---|
| Sales | 38,783,862 | |||||||
| Cost<br>of Goods Sold | 36,161,287 | |||||||
| Gross<br>Profit | 2,622,575 | |||||||
| Selling,<br>General and Administrative Expenses | 2,313,464 | |||||||
| Operating<br>Profit | 309,111 | |||||||
| Non-Operating<br>Income | ||||||||
| Interest<br>income and dividends | 7,717 | |||||||
| Foreign<br>exchange gain | 26 | |||||||
| Miscellaneous<br>income | 104,921 | 112,665 | ||||||
| Non-Operating<br>Expenses | ||||||||
| Interest<br>expense | 177,711 | |||||||
| Deferred<br>asset amortization | 15,369 | |||||||
| Loan<br>fees | 29,928 | |||||||
| Miscellaneous<br>loss | 5,446 | 228,456 | ||||||
| Ordinary<br>Income | 193,321 | |||||||
| Extraordinary<br>Profits | ||||||||
| Gain<br>on sale of fixed assets | 378,569 | 378,569 | ||||||
| Extraordinary<br>Losses | ||||||||
| Loss<br>on cancellation of lease | 5,582 | |||||||
| Consumption<br>taxes for prior periods | 378,873 | 384,456 | ||||||
| Net<br>income before income taxes | 187,434 | |||||||
| Corporate<br>tax, resident tax and business tax | 219,353 | |||||||
| Adjustment<br>of corporate income taxes | △ | 71,579 | ||||||
| Net<br>Income | 39,659 |
- 16 -
Statement of Changes in net assets
From April 1, 2025
To March 31, 2026
(Unit: 1,000 yen)
| Shareholders’<br>Equity | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital<br>Surplus | Retained<br>Earnings | |||||||||||||||||||||||||||||||
| Other<br>retained earnings | ||||||||||||||||||||||||||||||||
| Paid-in<br>Capital | Capital<br>Reserve | Total<br>capital Surplus | Retained<br>earnings carried forward | Total<br>Retained Earnings | Total<br><br>Shareholders’ Equity | Stock<br><br><br>Acquisition<br><br>Rights | Total<br><br><br>Equity | |||||||||||||||||||||||||
| April<br>1, 2025 Balance | 10,000 | 3,655,033 | 3,655,033 | 1,950,611 | 1,950,611 | 5,615,644 | 11 | 5,615,656 | ||||||||||||||||||||||||
| Fluctuations<br>during the fiscal year | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Net<br>Income | - | - | - | 39,659 | 39,659 | 39,659 | - | 39,659 | ||||||||||||||||||||||||
| Dividends<br>from Surplus | - | - | - | △ | 79,999 | △ | 79,999 | △ | 79,999 | - | △ | 79,999 | ||||||||||||||||||||
| Items<br>other than shareholders’ equity During the fiscal year Variable Amount (Net) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| During<br>the fiscal year Total Variable Amount | - | - | - | △ | 40,339 | △ | 40,339 | △ | 40,339 | - | △ | 40,339 | ||||||||||||||||||||
| March<br>31, 2026 Balance | 10,000 | 3,655,033 | 3,655,033 | 1,910,271 | 1,910,271 | 5,575,305 | 11 | 5,575,316 |
- 17 -
Note to Individual Securities
| 1. | Notes<br>on Important Accounting Policy Matters |
|---|---|
| (1) | Valuation<br>Criteria and Methods of Securities<br><br><br><br>Shares of subsidiaries and affiliates......... Cost method based on moving average method |
| --- | --- |
| (2) | Inventory<br>Valuation Criteria and Methods<br><br><br><br>Cost method based on moving average method<br><br><br><br>(Balance sheet value is calculated by the method of devaluation due to a decrease in profitability.) |
| --- | --- |
| (3) | Method<br>of depreciation of fixed assets |
| --- | --- |
| ① | Property,<br>plant and equipment (excluding leased assets) |
| --- | --- |
Declining Ratio Method (provided, however, that buildings acquired on or after April 1, 1998 (excluding ancillary facilities) and
Facilities and structures attached to buildings acquired on or after April 1, 2016, are subject to the straight-line method.
The main service life is as follows:
| Building | 38~50<br>years |
|---|---|
| Facilities<br>attached to the building | 3~18<br>years |
| Construct | 10~30<br>years |
| Vehicle<br>Transporter | 2~7<br>Years |
| Tools,<br>Fixtures and Fixtures | 2~20<br>years |
| ② | Leased<br>Assets |
| --- | --- |
Leased assets related to finance and lease transactions other than the transfer of ownership
We use a straight-line method in which the lease period is the useful life and the residual value is zero.
| (4) | Criteria<br>for recording allowances |
|---|---|
| (1) | Allowance<br>for doubtful debts |
| --- | --- |
To prepare for losses due to bad debts, we record the expected number of uncollectible receivables based on the actual rate of bad debts for general receivables and the recoverability of specific receivables such as receivables of doubtful concerns.
| (2) | Allowance<br>for bonuses |
|---|
To prepare for the payment of bonuses for employees, we have recorded an estimated amount corresponding to the current fiscal year out of the estimated amount to be paid.
- 18 -
| ③ | Provision<br>for retirement benefits |
|---|
To prepare for retirement benefits for employees, based on the retirement benefit obligations at the end of the current fiscal year, the amount that is recognized as occurring is recorded.
Retirement benefit obligations are calculated based on the amount of voluntary payment at the end of the fiscal year stipulated in the retirement allowance regulations.
| ④ | Point<br>Allowance |
|---|
Of the Company’s points issued under the point system for the purpose of sales promotion, they are not attributable to sales.
The amount expected to be used in the future is recorded based on the actual rate of use in the past, etc., for the unused amount.
| (5) | Criteria<br>for Recording Revenues and Expenses |
|---|
Our main business is the sale of cosmetics and daily necessities, and the sale of These products are related to the delivery at the time of delivery, the customer has acquired control over the goods and has determined that the performance obligations have been satisfied. Therefore, we are aware of the revenue at the time of delivery of the product. In addition, the revenue goes to contracts with customers. It is measured by the amount obtained by deducting returns, discounts, rebates, etc. from the promised consideration.
| (6) | Other<br>important matters that form the basis for the preparation of financial statements Accounting<br>for consumption tax, etc. |
|---|
Consumption tax and other accounting procedures are based on the tax-exclusive method.
- 19 -
| 2. | Notes<br>on Revenue Recognition |
|---|---|
| (1) | Decomposition<br>of earnings |
| --- | --- |
Our company operates wholesale, retail, e-commerce, and franchise businesses both domestically and internationally. The primary types of goods and services offered in each of these businesses include daily necessities, cosmetics, pharmaceuticals, consumer electronics, luxury goods, and trading card games.
| Sales<br>of each business | Domestic<br>wholesale | 12,199,589<br>thousand yen |
|---|---|---|
| Domestic<br>e-commerce | 555,999<br>thousand yen | |
| Domestic<br>retail | 738,743<br>thousand yen | |
| Overseas<br>wholesale | 24,730,535<br>thousand yen | |
| Franchise<br>business | 558,995<br>thousand yen | |
| (2) | Information<br>that forms the basis for understanding earnings | |
| --- | --- |
This is as described in the “Accounting Standards for Revenues and Expenses” section of “Notes on Important Accounting Policies.”
| 3. | Notes<br>on the Balance Sheet | |
|---|---|---|
| (1) | Monetary<br>claims and liabilities to affiliated companies | |
| --- | --- | |
| Accounts<br>receivable | 7,491,260<br>thousand yen | |
| --- | --- | --- |
| Short-term<br>loan | 178,312<br>thousand yen | |
| Reimbursement | 300,000<br>thousand yen | |
| Unearned<br>money | 1,620<br>thousand yen | |
| Deposit | 64,900<br>thousand yen | |
| Payable | 1,025<br>thousand yen | |
| Long-term<br>borrowings | 300,000<br>thousand yen | |
| (2)<br>Financial obligations to directors | Payable | 25,722<br>thousand yen |
| --- | --- | --- |
- 20 -
| 4. | Notes<br>on the Income Statement |
|---|---|
| Turnover<br>with affiliated companies | |
| --- | --- |
| Turnover<br>by operating transactions | |
| Net<br>sales | 8,963,490<br>thousand yen |
| Purchase<br>amount | 10,354<br>thousand yen |
| Selling,<br>general and administrative expenses | 188,348<br>thousand yen |
| Turnover<br>of non-business transactions | 15,265<br>thousand yen |
| 5. | Notes<br>on the Statement of Changes in Shareholders’ Equity |
| --- | --- |
| ① | Type<br>and total number of shares issued as of the end of the current fiscal year |
| --- | --- |
| Common<br>stock | 42,327,806<br>shares |
| --- | --- |
| ② | The<br>type and number of shares for the purpose of stock acquisition rights (excluding those for<br>which the first day of the exercise period has not arrived) as of the end of the fiscal year<br>under review. |
| --- | --- |
| Common<br>stock | 6,162,552<br>shares |
| --- | --- |
- 21 -
| 6. | Notes<br>on Tax Effect Accounting | |
|---|---|---|
| (1) | Breakdown<br>of deferred tax assets and liabilities by major causes | |
| --- | --- | |
| (Deferred<br>Tax Assets) | ||
| --- | --- | --- |
| Paid Business<br>Establishment Tax | 278<br>thousand yen | |
| Allowance for<br>bad debts | 33,302<br>thousand yen | |
| Bonus allowance | 534<br>thousand yen | |
| Point Allowance | 78<br>thousand yen | |
| Commodity Valuation<br>Loss | -4,916<br>thousand yen | |
| Asset retirement<br>obligations | 26,701<br>thousand yen | |
| Provision for<br>retirement benefits | 16,215<br>thousand yen | |
| Deferred tax<br>asset subtotal | 72,193<br>thousand yen | |
| Valuation allowance | -71,302<br>thousand yen | |
| Total deferred<br>tax assets | 891<br>thousand yen | |
| (Deferred Tax<br>Liabilities) | ||
| Retirement costs<br>corresponding to asset retirement | -10,330<br>thousand yen | |
| Input tax | ||
| Damages Received | -437,154<br>thousand yen | |
| Total deferred<br>tax liabilities | -447,484<br>thousand yen | |
| Net deferred<br>tax liabilities | -446,593<br>thousand yen | |
| (2) | Revision<br>of the amount of deferred tax assets and deferred tax liabilities due to changes in the rate<br>of corporate tax, etc. | |
| --- | --- |
In conjunction with the introduction of the Special Defense Corporation Tax (effective for fiscal years beginning on or after April 1, 2026), deferred tax assets and deferred tax liabilities related to temporary differences expected to be resolved in the following fiscal year or later are calculated using a statutory effective tax rate of 35.43%, up from 34.59%.As a result of this change, deferred tax liabilities (net of deferred tax assets) for the current fiscal year increased by 10,626 thousand yen, and the income tax adjustment increased by the same amount.
| 7. | Notes<br>on Financial Instruments |
|---|---|
| (1) | Matters<br>related to the status of financial instruments |
| --- | --- |
Borrowings are used for working capital (mainly short-term) and capital investment funds (long-term).
| (2) | Matters<br>related to the market value of financial instruments |
|---|
As of March 31, 2026 (the closing date of the current fiscal year), the balance sheet amount, market value, and the difference between these amounts are as follows.
In addition, notes are omitted for cash, and notes are omitted for deposits, accounts receivable, accounts payable, and short-term borrowings because they are settled in a short period of time, so the market value approximates the book value.
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(Unit: 1,000 yen)
| Amount<br>recorded on the balance sheet (*1) | Market<br>price(*1) | Difference | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Long-term<br>borrowings (*2) | (668,220 | ) | (663,478 | ) | 4,741 | |||||||
| (*1) | Liabilities<br>are shown in parentheses. | |||||||||||
| --- | --- | |||||||||||
| (*2) | Includes<br>long-term loans that are scheduled to be repaid within one year. | |||||||||||
| --- | --- |
(Note 1) How to calculate the market value of a financial instrument
Debt
Long-term borrowings
The market value of the long-term borrowing period is calculated by discounting the total amount of principal and interest by the interest rate expected if the same new borrowing were made.
In addition, among long-term loans, those with variable interest rates are based on the book value because the market interest rate is reflected in the short term (within one year) and the market value is approximate to the book value unless the Company’s credit position differs significantly after execution.
(Note 2) Amount recorded on the balance sheet of stocks without market prices
(Unit: 1,000 yen)
| Ledger<br>Accounts | Balance<br>sheet | |||
|---|---|---|---|---|
| Shares<br>of affiliated companies | 682,673 |
Shares of affiliated companies are not subject to market value disclosure because they do not have a market price.
| 8. | Notes<br>on Related Party Transactions | |
|---|---|---|
| (1) | Parent<br>Company and Major Corporate Shareholders | |
| --- | --- | --- |
(Unit: 1,000 yen)
| Relationship | Name<br>of company, etc. | Voting<br>rights, etc.<br><br>Ownership<br>Percentage | Details<br>of the transaction | Trading<br>Subjects | Transaction<br>Amount | Accounts | Balance<br>at the end of the period | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Major<br>Shareholder<br><br>(Corporation,<br>etc.) | Tokushin<br>G.K. | By<br>all direct<br><br>32.07% | Secondment<br>fee<br><br>Vehicle<br>rental expenses<br><br>Borrowing<br>of funds | Selling,<br>general<br><br>and<br>administrative expenses<br><br>Interest<br>expense | 13,904<br><br>953,424 | Payables<br><br>Long-term<br>borrowings | 1,025<br><br>300,000 |
Transaction conditions and policy for determining transaction conditions, etc.
(Note 1) Prices and other terms and conditions are determined through price negotiations, etc., considering market performance.
- 23 -
| (2) | Subsidiaries<br>and Affiliates, etc. |
|---|
(Unit: 1,000 yen)
| Relationship | Name<br>of company, etc. | Voting<br>rights, etc.<br><br>Ownership<br>Percentage | Details<br>of the transaction | Trading<br>Subjects | Transaction<br>Amount | Accounts | Balance<br>at the end of the period | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Subsid-iary | Tokyo<br><br>Lifestyle<br><br>Limited | Owned<br>Directly<br><br>100% | Purchase<br>of goods<br><br>Sale<br>of goods<br><br>Direct<br>store expenses<br><br>Trademark<br>fees<br><br>Lending<br>of funds | Cost<br>of goods sold<br><br>Sales<br><br>Selling,<br>general<br><br>and<br>administrative expenses<br><br>Miscellaneous<br>income<br><br>Interest<br>income | 920<br><br>8,963,057<br><br>154,480<br><br>7,346<br><br>5,520 | Accounts<br>receivable<br><br>Short-term<br>loans<br><br>Reimbursement<br><br>Unearned<br>money | 7,491,260<br><br>178,312<br><br>300,000<br><br>1,620 | |||||||
| Affiliated<br>Companies | Dinner<br>Bank<br><br>corporation | without | Purchase<br>of goods<br><br>Sale<br>of goods<br><br>Rent<br>expenses and others<br><br>Secondment<br>fee | Cost<br>of goods sold<br><br>Sales<br><br>Selling,<br>general<br><br>and<br>administrative expenses<br><br>Miscellaneous<br>income | 9,434<br><br>433<br><br>19,963<br><br>1,445 | Unearned<br>money<br><br>Deposit<br><br>Payables | 128,582<br><br>64,900<br><br>172 |
Transaction conditions and policy for determining transaction conditions, etc.
(Note) Prices and other terms and conditions are determined through price negotiations, etc., considering market performance.
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| 9. | Notes<br>on Fixed Assets to be Used by Lease |
|---|
In addition to fixed assets recorded on the balance sheet, some of the office equipment, etc.
It is used under a finance lease agreement outside the transfer of ownership.
| 10. | Notes<br>on Per Share Information | |
|---|---|---|
| (1) | Net<br>assets per share | 131.72<br>yen |
| --- | --- | --- |
| (2) | Net<br>income per share | 0.94<br>yen |
| 11. | MISCELLANEOUS<br>NOTES | |
| --- | --- |
The listed amount is rounded down to the nearest 1,000 yen.
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Appendix
From April 1, 2025
To March 31,2026
| 1. | Itemization<br>of property, plant and equipment and intangible assets (including depreciation expenses recorded<br>on investments and other assets) |
|---|
(Unit: 1,000 yen)
| Category | Asset’s<br><br>Species | Period<br>Leader<br><br>Book<br>value | Period<br><br>Amount<br>of increase | Period<br><br>Amount<br>of reduction | Period<br><br>Depreciation<br>amount | End<br>of Period<br><br>Book<br>value | Impairment<br>loss<br><br>Cumulative<br>amount | Depreciation<br><br>Cumulative<br>amount | End<br>of Period<br><br>Acquisition<br>price |
|---|---|---|---|---|---|---|---|---|---|
| Solid<br>Capital Production | Building | 370,888 | - | 359,829 | 11,059 | - | - | - | - |
| Facilities<br>attached to the building | 205,416 | - | 71,927 | 24,698 | 108,789 | - | 103,651 | 212,441 | |
| structure | 25,501 | - | 23,562 | 1,938 | - | - | - | - | |
| Vehicle<br>transport equipment | 657 | - | - | 219 | 437 | - | 8,652 | 9,090 | |
| Tools,<br>Equipment, and Fixtures | 31,338 | 1,211 | - | 10,063 | 22,486 | - | 93,624 | 116,111 | |
| land | 340,148 | - | 340,148 | - | - | - | - | - | |
| Tangible<br>Leased Assets | 23,471 | 12,660 | 5,895 | 9,871 | 20,365 | - | 62,341 | 82,707 | |
| Total | 997,422 | 13,872 | 801,363 | 57,851 | 152,079 | - | 268,271 | 420,351 | |
| Intangible<br><br>fixed<br>asset | Intangible<br>Leased Assets | 11,728 | - | 7,915 | 3,813 | ||||
| software | 260,677 | - | 55,859 | 204,818 | |||||
| Total | 272,406 | - | 63,774 | ||||||
| Investments<br>& Others<br><br>Capital | Long-term<br>upfront costs | 3,538 | - | 1,539 | 194 | 1,804 | |||
| Total | 3,538 | - | 1,539 | 194 | 1,804 |
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| 2. | Statement<br>of Allowance |
|---|
(Unit: 1,000 yen)
| Accounts | Period<br>Length Remaining High | Increments<br>for the current fiscal year | Reduction<br>in the current period | End<br>of Period Remaining High | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Allowance<br>for bad debts | 151,440 | 113,190 | - | 264,630 | ||||||||||||
| Bonus<br>allowance | 3,087 | 1,507 | 3,087 | 1,507 | ||||||||||||
| Point<br>Allowance | 421 | 221 | 421 | 221 | ||||||||||||
| Provision<br>for retirement benefits | 37,005 | 12,587 | 3,829 | 45,763 |
- Breakdown of selling, general and administrative expenses
(Unit: 1,000 yen)
| Accounts | Current<br><br><br>Balance | Description | ||||||
|---|---|---|---|---|---|---|---|---|
| Advertising<br>expenses | 22,678 | |||||||
| Sales<br>promotion expenses | 43,800 | |||||||
| Packing<br>charges | 411,828 | |||||||
| Amount<br>of point provision | △ | 199 | ||||||
| Product<br>inventory disposal loss | 99 | |||||||
| Executive<br>compensation | 59,350 | |||||||
| Salary<br>allowance | 361,788 | |||||||
| Provision<br>for bonuses | 4,181 | |||||||
| Statutory<br>benefits | 46,279 | |||||||
| Benefit<br>expenses | 686 | |||||||
| Depreciation | 121,626 | |||||||
| Repair<br>costs | 980 | |||||||
| Hygiene<br>costs | 1,396 | |||||||
| Consumables<br>costs | 10,378 | |||||||
| Utilities | 11,401 | |||||||
| Travel expenses | 41,932 | |||||||
| Commission<br>and fees | 795,878 | |||||||
| Taxes<br>and dues | 16,639 | |||||||
| Entertainment<br>expenses | 66,097 | |||||||
| Insurance<br>premiums | 16,436 | |||||||
| Communication<br>costs | 3,438 | |||||||
| Membership<br>fees | 153 | |||||||
| Cost of<br>vehicles | 13,259 | |||||||
| Lease<br>fee | 4,485 | |||||||
| Ground<br>rent | 118,054 | |||||||
| Advisory<br>fees | 8,200 | |||||||
| Meeting<br>fees | 915 | |||||||
| Retirement<br>benefit costs | 12,587 | |||||||
| Miscellaneous<br>expenses | 672 | |||||||
| Amortization<br>of long-term prepaid expenses | 194 | |||||||
| Provision<br>for bad debts | 113,190 | |||||||
| Performance<br>variance | 5,048 | |||||||
| Total<br>Selling, General and Administrative Expenses | 2,313,464 |
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