STOCK TITAN

LogProstyle (NYSE American: LGPS) posts steep FY 2026 profit drop ahead June 30 shareholder meeting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

LogProstyle Inc. called its 9th Annual General Meeting of Shareholders for June 30, 2026 to report its business results and elect six directors. Shareholders can vote online, by mail, in person, or via instructions through brokers, with voting cutoffs on June 24–25, 2026, depending on time zone.

For the fiscal year ended March 31, 2026, on a Japanese GAAP non-consolidated basis, the Company posted net sales of JPY 1,527,859 thousand, down 28.7% year-on-year. Ordinary income fell to JPY 40,039 thousand, a 96.5% decrease, and net income declined to JPY 4,760 thousand, a 99.6% decrease, mainly due to lower dividend income from group companies. Net income per share was JPY 0.20 and net assets per share were JPY 156.71, with total assets of JPY 4,235,566 thousand and net assets of JPY 3,700,077 thousand.

The Company emphasizes that these Japanese GAAP, non-consolidated results are prepared solely for Companies Act compliance, have not been audited under PCAOB or U.S. GAAS standards, and may differ from forthcoming U.S. GAAP consolidated financial statements to be included in its Form 20-F.

Positive

  • None.

Negative

  • Sharp deterioration in Japanese GAAP parent earnings: net sales fell 28.7%, ordinary income dropped 96.5% to JPY 40,039 thousand, and net income declined 99.6% to JPY 4,760 thousand for the year ended March 31, 2026, signaling significant pressure on parent-level profitability.

Insights

Japanese GAAP parent earnings collapsed, driven by lower group dividends and higher costs.

LogProstyle reported Japanese GAAP non-consolidated net sales of JPY 1,527,859 thousand, down 28.7%, with ordinary income plunging to JPY 40,039 thousand and net income to JPY 4,760 thousand. Management attributes the drop mainly to reduced dividend income from group companies, despite cost-control efforts.

These figures apply only to the parent company under Japanese GAAP. The filing repeatedly notes that consolidated U.S. GAAP results for the year ended March 31, 2026 are still subject to closing procedures, reconciliations and PCAOB-standard audit, and may differ materially.

The non-consolidated balance sheet shows total assets of JPY 4,235,566 thousand and net assets of JPY 3,700,077 thousand, implying a relatively equity-heavy structure. However, the sharp fall in profits and very low net income per share of JPY 0.20 highlight pressure on earnings at the holding-company level, pending visibility from the audited consolidated Form 20-F.

Net sales JPY 1,527,859 thousand Japanese GAAP non-consolidated, year ended March 31, 2026; down 28.7% YoY
Ordinary income JPY 40,039 thousand Japanese GAAP non-consolidated, year ended March 31, 2026; down 96.5% YoY
Net income JPY 4,760 thousand Japanese GAAP non-consolidated, year ended March 31, 2026; down 99.6% YoY
Net income per share JPY 0.20 Year ended March 31, 2026, Japanese GAAP non-consolidated
Net assets per share JPY 156.71 As of March 31, 2026, Japanese GAAP non-consolidated
Total assets JPY 4,235,566 thousand Balance sheet as of March 31, 2026, Japanese GAAP non-consolidated
Net assets JPY 3,700,077 thousand Balance sheet as of March 31, 2026, Japanese GAAP non-consolidated
Major subsidiary guarantees JPY 6,552,238 thousand Total borrowings of subsidiaries guaranteed by the company
Japanese GAAP financial
"The financial results for the year ended March 31, 2026 ... are prepared solely in accordance with Japanese GAAP on a non-consolidated basis"
non-consolidated financial
"The financial results ... 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-consolidated basis"
ordinary profit financial
"ordinary profit was JPY 40,039 thousand (a 96.5% decrease year-on-year)"
allowance for doubtful accounts financial
"Provision for Allowance for Doubtful Accounts (Related Parties) ... 5,684"
forward-looking statements financial
"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."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
valuation allowance financial
"Valuation allowance △237,156 thousands of yen"
A valuation allowance is a reserve set aside to reduce the value of certain assets on a company's financial records when there is uncertainty about whether they will generate the expected benefits. It acts like a caution sign, indicating that some assets might not be fully recoverable or worth their recorded amount. This matters to investors because it provides a more realistic picture of a company's financial health and potential risks.
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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: 001-42473

 

LOGPROSTYLE INC.

 

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 ☐

 

 

 

 
 

 

INFORMATION CONTAINED 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:

 

Matters to be Reported:

 

The Business Report and the Non-Consolidated Financial Statements for the 9th Fiscal Year (April 1, 2025 to March 31, 2026)

 

Matters to 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 9th 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.

 

EXHIBIT INDEX

 

Exhibit No   Description
99.1   Notice of Convocation of the 9th 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: June 5, 2026 By: /s/ Yasuyuki Nozawa
    Yasuyuki Nozawa
    Chief Executive Officer, President, and Representative Director

 

 

 

Exhibit 99.1

 

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.

 

June 5, 2026

 LogProstyle Inc. (NYSE American: LGPS)

 1-2-3 Kita-Aoyama, Minato-ku, Tokyo, Japan

 

Notice of Convocation of the Annual General Meeting of Shareholders

for the 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 “Proxy Card”) by mail. Please ensure that your vote is submitted no later than 11:59 p.m. (Eastern Time) on June 24, 2026 / 12:59 p.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:

 

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).

 

 1 

 

 

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.

 

Overview of the Annual General Meeting of Shareholders for the 9th Fiscal Year

 

1.Date and Time
  
 ET: Tuesday, June 30, 2026, 9:00 a.m.
 JST: Tuesday, June 30, 2026, 10:00 p.m.

 

2.Venue
  
 Head Office of the Company
 13th Floor, Aoyama Building, 1-2-3 Kita-Aoyama, Minato-ku, Tokyo, Japan

 

3.Agenda:
  
 

Matters to Be Reported:

 

 The Business Report and the Non-Consolidated Financial Statements for the 9th Fiscal Year (April 1, 2025 to March 31, 2026)
 Please refer to the attachments of this Notice for the business report and the non-consolidated financial statements.

 

  Matters to Be Resolved:
   
  Proposal: Election of Six (6) Directors

 

Important Notice 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-consolidated basis, 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.

 

 2 

 

 

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.

 

How to Vote at the General Meeting of Shareholders

(For Record 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.

 

Deadline to Vote Online:

 

ET: June 24, 2026, at 11:59 p.m.
JST: 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.

 

Deadline for Receipt by Mail (Proxy Card):

 

ET: June 24, 2026, at 11:59 p.m.
JST: June 25, 2026, at 12:59 p.m.

 

 

Notes for Voting Online and by Mail (Proxy Card):  

 

  If both online voting and return of the Proxy Card are conducted, the one received last will be considered valid expression of intent.

 

  If you vote more than once via the Internet, only your most recent vote will be considered valid.

 

  If 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.

 

Date and Time of the Meeting:

 

JST: Tuesday, June 30, 2026, at 10:00 p.m.
ET: Tuesday, June 30, 2026, at 9:00 a.m.

 

 3 

 

 

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.

 

Guide to Voting Online

(For Record 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 by Smartphone  

 

I. Accessing the Login Screen
   
  Please scan the QR code provided on the enclosed Proxy Card.
   
 

 

II. Logging In
   
  Enter the 15-digit number (*) printed on your Proxy Card (titled “2026 Annual Meeting Proxy Card”) in the space below “Please enter your Control Number” and click “SUBMIT.”
   
 

 

 

(*) Please enter the 15-digit number printed on your Proxy Card (below is a sample number).

 

 

 4 

 

 

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.”

 

 

IV. Click “Enter Vote.”

 

 

V. Click “NEXT.”

 

 

 5 

 

 

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 vote in favor → select “For”
To vote against → select “Against”
To 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

 

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 you would like to receive an email confirmation, please enter your email address in the space below “To receive an email confirmation (…).”

 

(*) If you wish to revise your votes, click “PREVIOUS.”

 

 

  Voting by Computer

 

 6 

 

 

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 access the following URL.
  www.investorvote.com/lgps

 

II. Logging In
   
  Enter the 15-digit number (*) printed on your Proxy Card (titled “2026 Annual Meeting Proxy Card”) in the space next to “Control Number” and click “SUBMIT.”

 

 

(*) Please enter the 15-digit number printed on your Proxy Card (below is a sample number).

 

 

III. Click “NEXT.”

 

 

 7 

 

 

IV. Entering Your Vote on Each Proposal

 

For each proposal, please select your vote as follows:

 

To vote in favor → select “For”
To vote against → select “Against”
To 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 you would like to receive a confirmation by email, please enter your email address in the space next to “Email Address.”

 

(*) If you wish to revise your votes, click “PREVIOUS.”

 

 

Notes:

 

Any connection or data charges incurred in accessing the online voting website shall be borne by the shareholder.

Please note that you may be unable to access the online voting website depending on your internet environment, service provider, or device.

 

Guide to Voting by Mail (Proxy Card)

(For Record 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).

 

 

 8 

 

 

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 you are in favor of a proposal, place an “×” in the “For” box.

If you are against a proposal, place an “×” in the “Against” box.

If you wish to abstain, place an “×” in the “Abstain” box

 

 

Using a black ink pen, mark your votes with an “×” as shown in the example to the right.

Please do not write outside the designated areas.

 

 

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.

 

 9 

 

 

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.

 

Live Audio 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.

 

Please note that listening to the live stream does not constitute attendance under the Companies Act of Japan. In addition, shareholders will not 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.”

 

Streaming Schedule

 

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

 

How to 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.”

 

 10 

 

 

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 email address in the “Email” field, and click “SIGN IN.”

 

 

Notes:

 

Shareholders are responsible for any connection or data usage fees incurred when accessing the live stream.
Depending on your Internet environment, service provider, or device, you may not be able to access the stream properly.
The live audio stream may be interrupted or canceled due to technical issues or unforeseen circumstances.
Recording, saving, or sharing the stream, or disclosing the URL to third parties is prohibited.

 

For technical inquiries regarding the live stream:

 

From outside the United States: +1 781-575-2748
From within the United States: 888-724-2416

 

 11 

 

 

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.

 

Reference Documents for the General Meeting of Shareholders

 

Matters to 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

(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 and representative director and president,    
      Prostyle    
      Founder 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 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    

 

 12 

 

 

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 2021 Representative director and chairman of the board of directors, ProstyleRyokan    
    April 2022 Representative director and president, LogKnot    
    June 2022 Chairman of board of directors, LogArchitects (current position)    
    January 2023 Representative director, president and chief executive officer, LogProstyle (current position)    
    February 2023

Founder and chairman of board of directors, LogAsset (current position)

   
    April 2023 Chairman of board of directors, LogKnot    
    December 2024 Founder and director, LogProstyle US Inc. (current position)    
    August 2025

Representative director and president, ProstyleRyokan

(current position)

   
    April 2005 Joined Grace Housing Sales Co., Ltd.    
    February 2007 Joined LogSuite    
    May 2009 Director, LogSuite    
    February 2014

Managing director, LogSuite

Representative director, and president, Fudosanoh Co., Ltd.

   
   

 

March 2015

Managing director, and general manager of real estate business division and general manager of first development division, LogSuite    
   

 

May 2015

General manager of planning and development division and general manager of first development division, LogSuite    
Satoshi Oyamatsu (January 17, 1982)   May 2016

Representative director and president, ChinoTatemonoKanri (current position)

 

 

542,658

    August 2016

Senior managing director and general manager of development division, LogSuite

   
    April 2017

Director, LogProstyle

Executive vice president, Prostyle

   
    August 2017

Representative director and president, Prostyle (current position)

   
    February 2019 Director, ProstyleRyokan (current position)    
    May 2019 Executive vice president, LogProstyle    
    January 2023

Director and Executive Vice President, LogProstyle

(current position)

   
    December 2008 Joined Azusa Audit Firm (currently KPMG AXSA LLC)  

 

 

    October 2012 Registered as a certified public accountant    
    July 2016 Head of the accounting department, LogSuite    
Kentaro Tachibana (February 11, 1984)   December 2016 General manager, accounting & general affairs department, LogSuite   15,000
    April 2017 General manager of management headquarters, LogProstyle    
    May 2017 Corporate Auditor, ProstyleRyokan    
    June 2017 General manager of finance division, LogProstyle    

 

 13 

 

 

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 2018

General manager of finance and accounting department (currently manager of accounting department), LogProstyle (current position)

   
    June 2019 Director, LogProstyle (current position)    
    June 2021 Representative director and president, OkinawaIgeto    
    December 2021 Corporate Auditor, Yantai Propolife Wood Industry Limited    
    January 2023

Director and executive officer, LogProstyle (current position)

   
    June 2024

Director, Yantai Propolife Wood Industry Limited (current position)

   
    December 2024 Treasurer, LogProstyle US Inc. (current position)    
    2005 Joined The Brookings Institution    
    2011 Joined Bain & Company    
    2013 Joined Costa Farms    
    2018 Executive vice president, Marimed Inc.    
    April 2019 Chief Strategy Officer, Halo Collective    
    February 2020 President, Halo Collective    
    June 2022 Executive director and Interim CEO, Akanda    
      Corporation (current position)    
Katharyn (Katie) Field   July 2022 Chief executive officer and chairman of the Board, Halo    
(March 5, 1983)     Collective (current position)   -
    June 2023 Chairman and audit committee head, Aerwins    
      Technologies (current position)    
    July 2024 Independent director and audit committee member,    
      Virpax Pharmaceuticals (current position)    
    October 2024 Independent director, LogProstyle (current position)    
    December 2024 Founder and director, LogProstyle US Inc. (current    
      position)    
    June 2025 Director and executive officer, LogProstyle (current    
      position)    
    March 2005 Joined Gallagher Bassett Services, Inc.   -
    February 2013 Admitted to the Illinois Bar    

John A. Stapleton

  January 2016 Joined Greenberg Traurig LLP    
(February 17, 1981)   August 2018 Joined Proskauer Rose LLP    
Term of Office: 21 months   April 2021 Joined Loeb & Loeb LLP    
    October 2024 Independent director, LogProstyle (current position)    
    December 2025 Partner, Taft Stettinius & Hollister LLP (current position)    
    2001 Joined PricewaterhouseCoopers LLP   -
Isaac Freites   March 2014 Joined KPMG LLP    

(October 17, 1972)

  February 2023 Joined Accordion Partners    
    January 2025 Joined Armanino    
    October 2025 Founded 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 is no special interest between the director candidates and the Company.
  
2.Mr. John A. Stapleton and Mr. Isaac Freites are candidates for Independent Directors.
  
3.Mr. John A. Stapleton is nominated as a candidate for an independent director because of his professional knowledge and broad experience as an attorney, and we expect him to participate as an Independent Director and to play a supervisory and auditing role by making comments, etc. at meetings of the Board of Directors. We therefore request that Mr. John A. Stapleton continue to be elected as an Independent Director. Although he does not have experiences of being involved with the management of companies in the past, for the reasons stated above, we believe that he will be able to appropriately perform his duties as an Independent Director.
  
4.Mr. Isaac Freites is nominated as a candidate for an independent director because of his extensive expertise and experience in global finance, capital markets, and governance. We expect him to fulfill the role of overseeing and advising the Company’s management as an Independent Director, including through contributions to discussions at the Board of Directors meetings.
  
5.Conclusion 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 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 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

Business Report

 

For the fiscal year from April 1, 2025 to March 31, 2026

Notes:

 

● The financial results reflected in the Business Report are non-consolidated and have been prepared in accordance with Japanese GAAP solely to comply with the requirements of the Companies Act of Japan. These materials have not been audited or reviewed in accordance with U.S. GAAP.
  
As a result, they may differ materially from the consolidated financial statements prepared in accordance with U.S. GAAP, which will be included in the Company’s Annual Report on Form 20-F to be filed with the SEC at a later date.

 

Forward-Looking Statements 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

 

Japanese GAAP (Non-consolidated)

 

  

6th Fiscal Year Ended

March, 2023

  

7th Fiscal Year Ended

March, 2024

  

8th Fiscal Year Ended

March, 2025

  

9th Fiscal Year Ended

March, 2026

 
Net Sales (thousand yen)   581,015    544,940    2,142,847    1,527,859 
Ordinary Income (∆ : loss) (thousand yen)   158,556    103,870    1,131,864    40,039 
Net income ( ∆ : loss) (thousand yen)   371,711    74,975    1,222,702    4,760 
Net income ( ∆ : loss) per share (yen)   58.67    10.70    56.43    0.20 
Total Assets (thousand yen)   2,957,184    2,968,576    4,611,381    4,235,566 
Net Assets (thousand yen)   828,929    1,173,906    3,776,241    3,700,077 
Net 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 of the Company   Capital   Shareholding Ratio   Principal Business
LogSuite   JPY100,000 thousand   100%   Real estate business
Prostyle   JPY 100,000 thousand   100%   Real estate business

 

(4) Status of Specified Wholly Owned Subsidiaries

 

Name of Specified Wholly Owned Subsidiary   LogSuite
Address of Specified Wholly Owned Subsidiary   1-2-3, Kita-Aoyama, Minato-ku, Tokyo, Japan
Book Value of Shares of Specified Wholly Owned Subsidiaries in the Company and Its Wholly Owned Subsidiaries   JPY 1,851,575,273
Total assets of the Company   JPY 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, Kita-Aoyama, Minato-ku, Tokyo, Japan

 

(2) Major Subsidiaries

 

Name   Address
LogSuite   (Headquarter) 1-2-3, Kita-Aoyama, Minato-ku, Tokyo, Japan
Prostyle   (Headquarter) 1-2-3, Kita-Aoyama, Minato-ku, Tokyo, Japan

 

10.Status of Employees (as of March 31, 2026)

 

Number of Employees   Change from Previous Fiscal Year-End   Average Age   Average Years of Service
20   No change   39.0 years   5 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 of Shareholder  Number of Shares Held  Shareholding Ratio (Note 1) 
CEDE & CO. (Note 2)   22,120,109shares   93.69%
UP-STREAM CO., LTD.   567,825shares   2.40%
KATSUYA SHIMIZU   325,074shares   1.38%
SHINNYA SATO   87,750shares   0.37%
KEIJIRO ARAKAWA   63,000shares   0.27%
HIROYUKI KAMESAWA   48,000shares   0.20%
DOMANI INC   47,319shares   0.20%
FYI INC   47,319shares   0.20%
KOH KIKAKU LLC   47,319shares   0.20%
SHINNYA NAKAMURA   47,316shares   0.20%

 

Note 1:   Shareholding ratios are calculated by excluding treasury shares, and figures are rounded to the nearest third decimal place (the same applies to the Reference Information below).
     
Note 2:   Cede & Co. is the nominee’s name under which shares held through brokerage accounts are registered. Under the U.S. securities settlement system, when investors hold shares through a broker, those shares are registered in the name of Cede & Co. Cede & Co. is a legal entity used by the Depository Trust Company (DTC), the central securities depository in the United States, to hold shares in bulk. In this structure, the holding of shares is arranged in layers:
    Cede & Co. → Broker (DTC Participant) → Investor.
    This nominee structure allows for efficient clearing and settlement of securities transactions in the U.S. market.

 

(Reference Information)

 

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 of Shareholder  Number of Shares Held  Shareholding Ratio (Note 1) 
PROPOLIFE LLC. (Note 3)   9,373,500 shares   39.70%
YASUYUKI NOZAWA (Note 3)   6,878,250 shares   29.13%
Other shares registered in the name of CEDE & CO. (Note 4)   4,271,178 shares   18.09%
MIE NOZAWA (Note 3)   590,181 shares   2.50%
UP-STREAM CO., LTD.   567,825 shares   2.40%
SATOSHI OYAMATSU (Note 3)   542,658 shares   2.30%
HIROYUKI NOZAWA (Note 3)   379,500 shares   1.61%
KATSUYA SHIMIZU   325,074 shares   1.38%
SHINNYA SATO   87,750 shares   0.37%
KEIJIRO ARAKAWA   63,000 shares   0.27%

 

Note 3:   These are holdings by beneficial owners of shares held in the name of Cede & Co. that are known to the Company.
     
Note 4:   This is the number of shares remaining after deducting the holdings of beneficial owners known to the Company from the total shares held 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 at the Company   Name   Responsibilities and Significant Concurrent Positions
Representative Director, President and Chief Executive Officer   Yasuyuki Nozawa   Representative Director and President of LogSuite
        Chairman of the board of directors of Kotakino
        Director of Yantai Propolife Wood Industry Limited
        Chairman of the board of directors of ChinoTatemonoKanri
        Chairman of the board of directors of Prostyle
        Chairman of the board of directors of OkinawaIgeto
        Representative Director and the President of the board of directors of ProstyleRyokan
        Chairman of the board of directors of LogArchitects
        Chairman of the board of directors of LogAsset
           
Director and Executive Vice President   Satoshi Oyamatsu   Representative Director and President of ChinoTatemonoKanri
        Representative Director of Prostyle
        Director of ProstyleRyokan
           
Director and Executive Vice President   Taiji Ito   Representative Director at 161 Consulting Inc.
        Independent Director at AERWINS Technologies Inc.
        President at LogProstyle US Inc.
        S.O.C. Manager at Logprostyle Inc For Hotel Management CO. L.L.C.
           
Director, Chief Financial Officer and Executive Officer   Kentaro Tachibana   Director of Yantai Propolife Wood Industry Limited
           
Director   Katharyn (Katie) Field   Executive Director and interim Chief Executive Officer at Akanda Corporation
        Chief Executive Officer and the Chairman of the board of directors at Halo Collective Inc.
        Independent Director and Audit Committee member at Virpax Pharmaceuticals Inc.
        Chairman and Audit Committee head at AERWINS Technologies
           
Independent Director   Tamotsu Moriyama   President and Representative Director at Maxus Corporate Advisory Inc.
        Independent Director at SBI Sumishin Net Bank, Ltd.
         
Independent Director   Seishi Miyajima   Independent Director of The Japan Wool Textile Co., Ltd
           
Independent Director   Izumi Takemoto   Representative Director of incorporated association International Tourist Community
           
Independent Director   Hajime Yamashita   _
           
Independent Director   John A. Stapleton   Attorney at Taft Stettinius & Hollister LLP
           
Full- Time Corporate Auditor   Yuki Ide (Ito)   Full-time Corporate Auditor of LogSuite
        Full-time Corporate Auditor of Prostyle
        Full-time Corporate Auditor of ProstyleRyokan
        Corporate Auditor of Yantai Propolife Wood Industry Limited
           
Outside Corporate Auditor   Ruriko Takeuchi   Partner at Sugiyama Accounting Tax Corporation
        Partner at Sugiyama & Co CPA
        Outside Director (Audit and Supervisory Committee Member) at Tanseisha Co., Ltd.
           
Outside Corporate Auditor   Ryu Ishida   Partner at Commons Law Office
        Outside Corporate Auditor at Fruta Fruta, Inc.

 

(Note 1)

  Directors Tamotsu Moriyama, Seishi Miyajima, Izumi Takemoto, and Hajime Yamashita, John A. Stapleton are Independent Directors.
     
(Note 2)   Katharyn (Katie) Field resigned as Independent Director and assumed the position of Director upon the conclusion of the 8th Annual General Meeting of Shareholders held on June 30, 2025.
     
(Note 3)   Corporate Auditors Ruriko Takeuchi and Ryu Ishida are outside Corporate Auditors
     
(Note 4)   Corporate 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 number of directors (number)  

Total amount of compensation,

etc. (millions of yen)

directors   11   234
(independent directors)   (6)   (20)
       
Corporate Auditors   3   10
(independent directors)   (2)   (4)
         
Total   14   244
(outside officers)   (8)   (24)

 

(Note 1)   The number of Directors (excluding Outside Directors) and the total amount of their compensation include those of Mr. Shinya Sato, who resigned as Director upon the conclusion of the 8th Annual General Meeting of Shareholders held on June 30, 2025.
     
(Note 2)   As Ms. Katharyn (Katie) Field transitioned from Independent Director to Director (excluding Outside Directors) upon the conclusion of the 8th Annual General Meeting of Shareholders held on June 30, 2025, the number of Outside Directors and the total amount of their compensation include the portion corresponding to her tenure as Outside Director, and the number of Directors (excluding Outside Directors) and the total amount of their compensation include the portion corresponding to her tenure after assuming the position of Director, 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 Activities
Director   Tamotsu Moriyama   He 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 of Directors, mainly based on his extensive experience and wide-ranging insight as a manager and corporate officer, and his professional knowledge and experience as a certified public accountant and financial advisor in connection with M&A and corporate finance, he has made statements as necessary for the deliberation of proposals, etc., and has performed duties such as supervision of management expected by the Company.

 

 24 

 

 

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.

 

Director   Seishi Miyajima   He attended all of the meetings of the Board of Directors held during the fiscal year under review, and at the meetings, mainly based on his broad insight and extensive experience in the real estate industry, he has made necessary statements for deliberation of proposals, etc., and has performed duties such as supervision of management expected by the Company.
         
Director   Izumi Takemoto   He attended all of the meetings of the Board of Directors held during the fiscal year under review, and at the meetings, mainly based on his broad insight and extensive experience in the hotel industry, he has made necessary statements for deliberation of proposals, etc., and has performed duties such as supervision of management expected by the Company.
         
Director   Hajime Yamashita   He attended all of the meetings of the Board of Directors held during the fiscal year under review, and at the meetings, mainly based on his broad insight and extensive experience in the financial industry, he has made necessary statements for deliberation of proposals, etc., and has performed duties such as supervision of management expected by the Company.
         
Director   John A. Stapleton   He attended all of the meetings of the Board of Directors held during the current fiscal year under review, and at the meetings, mainly based on his professional knowledge and broad experience as an attorney-at-law, he has made necessary statements for deliberation of proposals, etc., and has performed duties such as supervision regarding management that the Company expects.
         
Director   Katharyn (Katie) Field   She attended all of the meetings of the Board of Directors held during the fiscal year under review, and at the meetings, mainly based on her professional knowledge and experience as a corporate officer, sha has made necessary statements for deliberation of proposals and has performed duties such as supervision regarding management expected by the Company.
         
Corporate Auditor   Ruriko Takeuchi  

She attended 14 out of 15 meetings of the Board of Directors held during the fiscal year under review, and mainly based on her professional knowledge and broad experience as a certified public accountant, she has made necessary statements at the meetings of the Board of Directors for the purpose of deliberation of proposals and auditing, etc.

 

She also attended all of the meetings of the Board of Corporate Auditors held during the fiscal year under review after her appointment as Corporate Auditor.

 

Corporate Auditor   Ryu Ishida  

He attended all of the meetings of the Board of Directors held during the fiscal year under review, mainly based on his professional knowledge and broad experience as an attorney-at-law, he has made necessary statements for deliberation of proposals and auditing, etc.

 

He also attended all of the meetings of the Board of Corporate Auditors held during the fiscal year under review after his appointment as Corporate Auditor.

  

 25 

 

 

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.

 

V. Status of Accounting Auditor

 

(1) Name of Accounting Auditor

 

KSM & Partners Audit Corporation

 

(2) Amount of Compensation, etc.

 

  (i) Amount of compensation, etc. of the Accounting Auditor for the fiscal year under review

 

JPY 4,000,000

 

  (ii) Total 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 

 

 

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 to ensure that the execution of duties by directors and employees complies with laws, regulations, and the Articles of Incorporation
     
  i. In order to ensure that the execution of duties by directors and employees complies with laws, regulations, and the Articles of Incorporation, as well as to ensure compliance with corporate ethics and fulfillment of social responsibilities, the Company shall establish relevant internal regulations, including the “Regulations of the Board of Directors,” and ensure that all officers and employees are familiar with them.
     
  ii. Corporate Auditors attend meetings of the Board of Directors and confirm that the process, content, etc. of corporate resolutions are in compliance with laws, regulations, and the Articles of Incorporation.
     
  iii. In order to ensure the appropriateness of the execution of duties by directors and employees, the Internal Audit Office, appointed by the President and Representative Director, shall conduct internal audits in accordance with the “Internal Audit Regulations.
     
  iv. The Company have no relationships, including business relationships, with antisocial forces, and the entire organization takes a firm stand against unjustified claims by antisocial forces.
     
  (ii) System for storage and management of information related to the execution of duties by the Board of Directors
     
  i. The handling of information related to the execution of duties by directors, such as minutes of the Board of Directors meetings and other important documents, are recorded in documents or electromagnetic media and appropriately stored and managed in accordance with the “Regulations of the Board of Directors” and other internal regulations.
     
  ii. The General Affairs Department, which is a document management division, makes these documents available for inspection at any time upon request of directors and Corporate Auditors.

 

 27 

 

 

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 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 to ensure the effective execution of duties by directors

 

  i. In addition to regular monthly meetings of the Board of Directors, extraordinary meetings of the Board of Directors are held as necessary for flexible decision-making, and a system to ensure appropriate execution of duties is maintained.
     
  ii. Directors shall execute their duties appropriately and efficiently in accordance with the “Regulations on Administrative Authority,” which stipulate matters related to responsibility and authority.
     
  iii. The Executive Officers’ Meeting is held to consider matters to be discussed at the Board of Directors in advance in order to contribute to the decision-making of the Board of Directors, and to communicate the instructions and decisions of the Board of Directors to each department based on the policies and plans decided by the Board of Directors. In addition, the person in charge of each department will report on the status of sales and the execution of business by each department.
     
  iv. In the day-to-day execution of business operations, in order to ensure efficient execution of duties based on the decisions of the Board of Directors, authority is delegated in accordance with the “Regulations on Administrative Authority” and other internal regulations, and the responsible persons at each level divide duties in accordance with the decision-making rules.
     
  (v) System to ensure the appropriateness of operations of the corporate group consisting of the Company, its parent company, and subsidiaries
     
  i. In accordance with the “Affiliated Companies Management Regulations,” the Board of Directors aims to establish internal controls at the Company and its group companies and develops a system for efficient sharing of information and communication of instructions and requests.
     
  ii. The system to monitor the overall operations of the group companies are ensured through operational audits by the Internal Audit Office.
     
  iii. Directors and auditors are dispatched to each group company to ensure a system to prevent risks in the entire group.
     
  (vi) Matters concerning employees who are to assist the duties of Corporate Auditors, matters concerning the independence of such employees from 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 

 

 

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 for directors and employees to report to Corporate Auditors and other systems for reporting to Corporate Auditors
     
  i. Directors and employees immediately report to Corporate Auditors, in accordance with laws and regulations, any fact that has occurred or is likely 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 necessary, Corporate Auditors may inspect approval documents and other important internal documents and materials.
     
  (viii)  Systems for reporting to Corporate Auditors and systems to ensure that those who make such reports will not be treated unfavorably because of such reports
     
  i. Upon request from the Corporate Auditors, the directors and employees of the Company and officers and employees of subsidiaries report matters related to the execution of their duties upon request from Corporate Auditors.
     
  ii. The department in charge of the whistle blowing system regularly reports to the Corporate Auditors on the status of whistle blowing at the Company.
     
  iii. The Company stipulates the prohibition of any disadvantageous treatment of directors and employees, or officers and employees of subsidiaries, who report to or consult with Corporate Auditors on the grounds of such reporting or consultation.
     
  (ix) Matters 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 systems to ensure the effective execution of audits by Corporate Auditors
     
  i. The President and Representative Director and the General Manager of the Internal Audit Office regularly exchange opinions with the Corporate Auditors.
     
  ii. Corporate Auditors attend meetings of the Board of Directors, Executive Officers Meeting, and other important meetings to receive important reports.
     
  iii. Corporate Auditors regularly receive reports on the status of audits from the accounting auditor in order to improve the audit environment and enhance the effectiveness and efficiency of audits.

 

 29 

 

 

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 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 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 

 

 

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

 

Balance Sheet (As of March 31, 2026)

Japanese GAAP (Non-consolidated)

 

(Unit: thousand yen)

 

Account  Amount   Account  Amount 
(Assets)      (Liabilities)    
Current Assets   1,309,984   Current Liabilities   526,160 
Cash and Deposits   53,345   Accounts Payable   57,560 
Prepaid Expenses   154,863   Accrued Expenses   44,958 
Other Receivable   15,461   Accrued Corporate Taxes   66,368 
Advance payment   5,254   Accrued Consumption Taxes   98,443 
Short-term Deposits to Related Parties   1,039,598   Deposits Received   7,381 
Loans to Related Parties   107,001   Deposits received from Related Parties   244,467 
Allowance for Doubtful Accounts – Related Parties   △95,177   Provision for bonuses   6,980 
Other   29,638   Non-current Liabilities   9,328 
Non-current Assets   2,925,581   Provision for retirement benefits   9,328 
Tangible Fixed Assets   95,293         
Leasehold improvements   94,766   Total Liabilities   535,488 
Tools, Furniture & Fixtures   526   (Shareholders’ Equity)     
Intangible Assets   550   Shareholders’ Equity   3,700,077 
Software   550   Share Capital   924,816 
Investments and Other Assets   2,829,738   Capital Surplus   2,324,101 
Investments in Securities   30,034   Capital Reserve   1,445,332 
Investments in Subsidiaries   2,228,284   Other Capital Surplus   878,768 
Long-term Prepaid Expenses   213,262   Retained Earnings   455,920 
Leasehold and Guarantee Deposits   118,140   Other Retained Earnings   455,920 
Long-term loans to Related Parties   70,508   Retained Earnings Carried Forward   455,920 
Deferred Tax Assets   151,628   Treasury Shares   △4,760 
Insurance Reserve Fund   17,879   Total Shareholders’ Equity   3,700,077 
Total Assets   4,235,566   Total Liabilities and Shareholders’ Equity   4,235,566 

 

 31 

 

 

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

 

Income Statement (FY ended March 31, 2026)

Japanese GAAP (Non-consolidated)

 

(Unit: thousand yen)

 

Account  Amount 
Revenues        1,527,859 
Selling, General and Administrative Expenses        1,472,509 
Operating Income        55,349 
Non-operating Income          
- Interest Income   5,972      
- Other Gain   77    6,050 
Non-operating Expenses          
- Interest Expenses   3,701      
Foreign exchange losses   17,548      
Other   111    21,360 
Ordinary Income        40,039 
Extraordinary Loss          
- Provision for Allowance for Doubtful Accounts (Related Parties)   5,684    5,684 
Income before Income Taxes        34,355 
Corporate, Inhabitant and Enterprise Taxes   51,119      
Adjustment for Corporate Taxes   △21,524    29,594 
Net 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

 

Statement of Changes in Shareholders’ Equity (FY ended March 31, 2026)

Japanese GAAP (Non-consolidated)

 

(Unit: thousand yen)

 

   Capital Stock     
       Capital Surplus   Retained Earnings         
                   Other Retained Earnings             
   Share Capital   Capital Reserve   Other Capital Surplus   Total Capital Surplus   Retained Earnings Carried Forward   Total Retained Earnings   Treasury Shares   Total
Shareholders’ Equity
 
Balance - April 1, 2025   924,816    1,445,332    878,768    2,324,101    529,862    529,862    △2,539    3,776,241 
Changes during the period                                        
Dividends from surplus                       △78,703    △78,703         △78,703 
Net income                       4,760    4,760         4,760 
Acquisition of treasury shares                                 △2,221    △2,221 
Total changes during the period                   △73,942    △73,942    △2,221    △76,163 
Balance - March 31, 2026   924,816    1,445,332    878,768    2,324,101    455,920    455,920    △4,760    3,700,077 

 

 33 

 

 

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

 

Notes to the Non-Consolidated Financial Statements

Fiscal year ended March 31, 2026 (April 1, 2025 to March 31, 2026)

Japanese GAAP (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) Accumulated depreciation of tangible fixed assets      8,774 thousand yen

 

 34 

 

 

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) 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 receivables 5,233 thousand yen
Short-term payable 3,136 thousand yen

 

3. Notes to Statements of Income

 

Transactions with subsidiaries

 

Transaction volume from business transactions

 

Operating revenues 1,527,859 thousand yen
Operating expenses 36,001 thousand yen

 

Transactions from non-operating transactions

 

Non-operating revenues 5,845 thousand yen
Non-Operating expenses 3,701 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 stock 23,652,110 shares

 

(2) Type and number of treasury shares as of the end of the fiscal year

 

Common stock 41,240 shares

 

(3) Matters related to dividends from surplus

 

(1) Dividends paid

 

Resolution   Class of Shares   Total Dividends (thousands of yen)   Dividend per Share (yen)   Record Date   Effective Date
Annual General Meeting of Shareholders, June 30, 2025   Common shares   78,703   3.33   July 7, 2025   August 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 

 

 

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.

 

6. Notes on Transactions with Related Parties

 

List of subsidiaries

(Unit: thousand yen)

 

Type  Name of Company 

Percentage of

voting rights and
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%
directly
  Business management Deposit of funds Concurrent directors  Receipts of Operating revenues
(Note 1)
   438,006    

 

 

Deposits to Related Parties

    379,867 
            Deposit of funds
(Note 2)
   60,081           
            Interest payments
(Note 3)
   894    -    

 

-

 
            Underwriting guaranteed liabilities
(Note 4)
   3,983,878    -    

 

 

-

 
                            
Subsidia ry  Prostyle Inc.  Ownership 100%
directly
  Business management Reception of funds Concurrent
directors
  Receipts of operating revenues
(Note 1)
   802,481    

 

Deposits from Related Parties

    45,672 
            Deposit of
funds (Note 2)
   17,388 

 

 

 

 

 

 

    

 

 

 
            Interest
payments (Note 3)
   105    -    

 

-

 
            Underwriting guaranteed liabilities
(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

Parties

    89,935 
            Interest
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

Parties

    85,587 
            Interest payments
(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

Parties

    23,272 
            Interest payments
(Note 3)
   332    -    

 

-

 
            Underwriting guaranteed liabilities
(Note 4)
   53,349    -    

 

 

-

 
                            
Subsidia ry  Prostyle Ryokan Inc.  Ownership 100%
directly
  Business management Deposit of funds Concurrent
directors
  Deposit of
funds (Note 2)
   342,100    

Deposits to

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
funds (Note 2)
   97,737    

Deposits to

Related Parties

    129,666 
            Interest income
received (Note 3)
   958    -    - 
            Underwriting guaranteed liabilities
(Note 4)
   46,692    -    - 
                            
Subsidia ry  LogAsset Co., Ltd.  Directly owned 100%  Management services Deposit of funds Concurrent officers  Receipt of operating
revenue (Note
1)
   226,049    

Deposits with

related

parties

    162,341 
            Funds deposited
(Note 2)
   175,383           
            Interest
received (Note 3)
   1,697    

 

-

    

 

-

 
                            
Subsidia ry  Yantai Teian Seikatsu Mokugyo Co., Ltd.    Directly owned 100%  Management services Deposit of funds Concurrent
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

Parties

    107,001 
                     

Long-term Loans to Related

Parties

    26,915 

 

(Note 1) 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 assets per share 156.71 yen
Net income per share 0.20 yen

 

8. Notes on Significant Subsequent Events

 

Not applicable.

 

 36 

 

 

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

 

Independent Auditor’s Report

 

May 13, 2026

 

Board of Directors

 

LogProstyle Inc.

 

KSM & Partners Audit Corporation

 

Bunkyo-ku, Tokyo

 

Managing Partner

 

Certified Public Accountant: Michio Sone

 

Audit Opinion

 

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.

 

Basis for 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.

 

Other Information

 

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’s and 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.

 

 37 

 

 

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.

 

Auditor’s Responsibilities 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 and assess the risks of material misstatement of the Financial Statements, etc., whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The selection and application of audit procedures are at the auditor’s discretion.
   
- Although the objective of the audit of the Financial Statements, etc. is not to express an opinion on the effectiveness of internal control, we consider internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
   
- Evaluate the appropriateness of accounting policies used by management and their application, as well as the reasonableness of accounting estimates made by management and the related disclosures.
   
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial Statements, etc. or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
   
- Evaluate whether the presentation and disclosures of the Financial Statements, etc. are in accordance with accounting principles generally accepted in Japan, as well as the overall presentation, structure and content of the Financial Statements, etc., including the disclosures, and whether the Financial Statements, etc. represent the underlying transactions and accounting events fairly. The auditor reports to the Audit & Supervisory Board Members regarding, among other matters, the planned scope and timing of the audit, significant audit findings including significant deficiencies in internal control identified during the audit, and other matters required by auditing standards.

 

Conflicts of 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

 

 38 

 

 

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

 

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 Board of Corporate Auditors established the audit policy, allocation of duties, and other relevant matters, received reports from each Corporate Auditor regarding the status and results of their audits, received reports from Directors and others regarding the performance of their duties and the Accounting Auditor, and requested explanations as necessary.

 

(2)In accordance with the auditing standards for Corporate Auditors established by the Board of Corporate Auditors and in accordance with the auditing policy, assignment of duties, etc., each Corporate Auditor communicated with the Directors, the Internal Audit Office and other employees, etc., made efforts to collect information and develop the auditing environment, and conducted audits in the following manner:

 

(i)Attended meetings of the Board of Directors and other important meetings, received reports from Directors and employees, etc. on the status of execution of their duties, requested explanations as necessary, perused important approval documents, etc., and investigated the status of operations and assets at the head office and principal business offices. With respect to subsidiaries, we communicated and exchanged information with directors, etc. of the subsidiaries and received reports on their business from the subsidiaries as necessary.

 

(ii)With respect to the contents of the resolution of the Board of Directors regarding the establishment of a system to ensure that the execution of duties by directors complies with laws and regulations and the Articles of Incorporation, and other systems stipulated in Article 100, Paragraphs 1 and 3 of the Enforcement Regulations of the Companies Act of Japan as necessary to ensure the properness of operations of the corporate group, which consists of the stock company and its subsidiaries, and the system (internal control system) established based on such resolution, as stated in the Business Report, we have regularly received reports from directors and employees and requested explanations and expressed our opinions as necessary.

 

(iii)We monitored and verified whether the Accounting Auditor maintained its independence and conducted proper audits, and received reports from the Accounting Auditor on the status of the execution of its duties, and requested explanations as necessary. In addition, we received notification from the Accounting Auditor that it has established a “system for ensuring that the execution of duties is carried out properly” (matters set forth in each item of Article 131 of the Companies Accounting Regulations) in accordance with the “Quality Control Standards for Audits” (Business Accounting Council) and other applicable standards, 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.

 

 39 

 

 

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. Results of audit

 

(1)Results of audit of business report, etc.

 

(i)We confirm that the business report and supplementary schedules present fairly the condition of the Company in conformity with laws and regulations and the Articles of Incorporation.

 

(ii)We find no misconduct or material fact of violation of laws and regulations or the Articles of Incorporation in connection with the Directors’ performance of their duties.

 

(iii)We confirm that the contents of the resolution of the Board of Directors regarding the internal control system are fair and reasonable. We also find no matters to be pointed out with regard to the contents of the business report concerning such internal control system and the execution of duties by the Directors.

 

(2)Results 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- Time Corporate Auditor Yuki Ide (seal)
  Outside Corporate Auditor Ruriko Takeuchi (seal)
  Outside Corporate Auditor Ryu Ishida (seal)

 

 40 

 

 

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.

 

Map of 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

 

LogProstyle Inc. - Head Office

 

13th Floor, Aoyama Building, 1-2-3 Kita-Aoyama, Minato-ku, Tokyo, 107-0061 Japan

Tel +81-3-6910-5320

 

 41 

 


 

Exhibit 99.2

 

 

 
 

 

 

 

 

FAQ

What did LogProstyle Inc. (LGPS) report for FY 2026 Japanese GAAP non-consolidated results?

LogProstyle reported Japanese GAAP non-consolidated net sales of JPY 1,527,859 thousand for the year ended March 31, 2026. Ordinary income was JPY 40,039 thousand and net income was JPY 4,760 thousand, reflecting a very weak profit outcome at the parent-company level.

How did LogProstyle’s FY 2026 Japanese GAAP earnings change year over year?

Net sales decreased 28.7% year-on-year, ordinary income fell 96.5% to JPY 40,039 thousand, and net income declined 99.6% to JPY 4,760 thousand. The company cited lower dividend income from group companies and higher personnel and management expenses as key drivers.

What are LogProstyle’s key balance sheet figures as of March 31, 2026 under Japanese GAAP?

As of March 31, 2026, LogProstyle reported total assets of JPY 4,235,566 thousand and net assets of JPY 3,700,077 thousand. Net assets per share were JPY 156.71, and the company held investments in subsidiaries totaling JPY 2,228,284 thousand on a non-consolidated basis.

When is LogProstyle’s 2026 Annual General Meeting and what will be voted on?

The Annual General Meeting is scheduled in Tokyo on June 30, 2026, at 9:00 a.m. Eastern / 10:00 p.m. Japan time. Shareholders will receive the business report, review non-consolidated financial statements, and vote on a single proposal: the election of six directors.

How and when can LGPS shareholders vote for the June 30, 2026 meeting?

Record holders may vote online, by mailing the proxy card, or in person at the meeting. Online and mail votes must be received by June 24, 2026, 11:59 p.m. Eastern / June 25, 2026, 12:59 p.m. Japan time, according to the company’s instructions.

How do the Japanese GAAP results relate to LogProstyle’s upcoming U.S. GAAP 20-F filing?

The disclosed figures are Japanese GAAP, non-consolidated and prepared for Companies Act purposes. The company warns they have not been audited under PCAOB or U.S. GAAS and may differ from the U.S. GAAP consolidated audited statements to be filed later on Form 20-F.

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