Tokyo Lifestyle (TKLF) returns to profit, plans JPY 1.890 dividend and stronger audit oversight
Tokyo Lifestyle Co., Ltd. has called its 20th Ordinary General Meeting of Shareholders for June 26, 2026 and is asking shareholders to approve financial statements, governance changes, and a year-end dividend. The proposed cash dividend is JPY 1.890 per share, totaling JPY 79,999,557, with a record date of March 31, 2026 and payments scheduled between September 14 and September 30, 2026.
The company plans to amend its Articles of Incorporation to establish a Board of Corporate Auditors and appoint Sakurazaka Audit Corporation as Accounting Auditor, moving to a company-with-audit-&-supervisory-board structure. For the fiscal year ended March 31, 2026, net sales were 38,783,862 thousand yen, operating profit was 309,111 thousand yen, and ordinary income was 193,321 thousand yen. Net income returned to profit at 39,659 thousand yen, and total assets increased to 30,583,696 thousand yen, with equity of 5,575,316 thousand yen.
Positive
- Strong earnings rebound: Net sales rose 59.1% to 38,783,862 thousand yen, while ordinary income climbed to 193,321 thousand yen and net income turned positive at 39,659 thousand yen for the fiscal year ended March 31, 2026.
- Cash return to shareholders: The board proposes a year-end dividend of JPY 1.890 per share, totaling JPY 79,999,557, indicating confidence in cash generation after the return to profitability.
- Governance and audit enhancement: The company plans to establish a Board of Corporate Auditors and appoint Sakurazaka Audit Corporation as Accounting Auditor, moving to a more structured oversight framework from the 21st fiscal year.
Negative
- None.
Insights
Tokyo Lifestyle pairs strong FY2026 recovery with a dividend and tighter governance.
Tokyo Lifestyle reports a sharp rebound for the year ended March 31, 2026. Net sales reached 38,783,862 thousand yen, up 59.1% year-on-year, while operating profit rose to 309,111 thousand yen. Ordinary income jumped to 193,321 thousand yen, as the company grew overseas wholesale and strengthened domestic operations.
The company proposes a year-end dividend of JPY 1.890 per share, for total cash distributions of JPY 79,999,557. This follows a return to profitability with net income of 39,659 thousand yen and net assets of 5,575,316 thousand yen. The payout signals willingness to return cash while maintaining a modest equity base.
Governance is set to tighten through amendments creating a Board of Corporate Auditors and introducing Sakurazaka Audit Corporation as Accounting Auditor from the 21st fiscal year. Financial statements for the 20th year were voluntarily audited. Subsequent filings in FY2027 and beyond will show how the new audit structure and dividend policy evolve alongside growth in domestic and overseas businesses.
Key Figures
Key Terms
Board of Corporate Auditors regulatory
Accounting Auditor regulatory
Appropriation of Surplus financial
Stock Acquisition Rights financial
Audit & Supervisory Board Members regulatory
Deferred tax liabilities financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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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: 001-41181
Tokyo Lifestyle Co., Ltd.
Harumi Building, 2-5-9 Kotobashi
Sumida-ku, Tokyo, 130-0022
Japan
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Convocation of the 20th Annual General Meeting of Shareholders
In accordance with the rules and regulations of the Japanese Companies Act, Tokyo Lifestyle Co., Ltd., a joint-stock corporation with limited liability organized under Japanese law (the “Company”), has sent a notice and accompanying information, including proxy instructions, to all holders of its ordinary shares and American Depositary Shares with respect to its 20th Annual General Meeting of Shareholders to be held in Tokyo, Japan on June 26, 2026 (the “Notice”). A complete copy of the Notice is furnished hereto as Exhibit 99.1.
Exhibit 99.1 furnished hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Proposal of a Year-End Dividend
In the Notice, the Company proposed that the shareholders approve a year-end dividend of JPY1.890 per share (the “Year-End Dividend”). Upon shareholders’ approval, the Year-End Dividend distribution will become effective on June 30, 2026 and be payable from September 14, 2026 to September 30, 2026 to all shareholders of record as of March 31, 2026 (Japan Standard Time), with an American depositary receipt record date of March 31, 2026 (Eastern Time).
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Tokyo Lifestyle Co., Ltd. | ||
| Date: June 12, 2026 | By: | /s/ Mei Kanayama |
| Name: | Mei Kanayama | |
| Title: | Representative Director and Director (Principal Executive Officer) | |
2
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Notice of Convocation of Annual General Meeting of Shareholders to be held on June 26, 2026 |
3
Exhibit 99.1
[This is an English translation of the original issued in Japanese]
[Note] The Company assumes no responsibility for this translation or for direct, indirect, or other forms of damages arising from the translation. This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
| June 12, 2026 | ||
| Dear Shareholders |
Harumi Building, 2-5-9 Kotobashi,
Sumida-ku, Tokyo,130-0022
Tokyo Lifestyle Co., Ltd.
President and Representative
Director
Mei Kanayama
Notice of the 20th Ordinary General Meeting of Shareholders
We sincerely appreciate your continued support and kind attention.
You are cordially invited to attend the 20th Ordinary General Meeting of Shareholders of our company. The meeting will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing. Please review the attached Reference Documents for the General Meeting of Shareholders, indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise Form, and send it to our company so that it arrives by 4:30 PM on June 25, 2026.
Best regards,
Notice
| 1. | Date: Friday, June 26, 2026 at 11:00 AM (Reception starts at 10:00 AM) |
| 2. | Place: Harumi Bldg. 5th Floor, Kotobashi 2-5-9, Sumida-ku, Tokyo, Japan |
| 3. | Purpose |
Matters to be reported:
Business Report for the 20th Fiscal Year (from April 1, 2025 to March 31, 2026)
Matters to be resolved:
| Proposal 1 | Approval of the Financial Statements for the 20th Fiscal Year | |
| Proposal 2 | Partial Amendments to the Articles of Incorporation | |
(Establishment of a Board of Auditors and Appointment of an Accounting Auditor) | ||
| Proposal 3 | Appropriation of Surplus | |
| Proposal 4 | Appointment of Accounting Auditor | |
| Proposal 5 | Election of Three Corporate Auditors |
The above
When attending the meeting, please bring this Notice of Convocation, the attached documents, and the Reference Documents for the General Meeting of Shareholders, and submit the enclosed Voting Rights Exercise Form to the reception desk.
Reference Documents for the General Meeting of Shareholders
Proposal 1: Approval of the Financial Statements for the 20th Fiscal Year
Approval is hereby requested, in accordance with applicable laws and regulations and the provisions of the Articles of Incorporation, for the financial statements of the Company’s 20th fiscal year (from April 1, 2025 to March 31, 2026).
These financial statements have undergone a voluntary audit by an independent audit firm serving as the accounting auditor; however, they have not been audited under the Companies Act by a Board of Corporate Auditors or an Accounting Auditor in the capacity of a company with such institutions established. Such audits are scheduled to commence from the 21st fiscal year.
Proposal 2: Partial Amendments to the Articles of Incorporation (Establishment of a Board of Auditors and Appointment of an Accounting Auditor)
Reason for the Amendments
In connection with the establishment of an Accounting Auditor, the Company proposes to partially amend the current Articles of Incorporation in accordance with the provisions of the Companies Act by newly establishing provisions regarding the Accounting Auditor.
| 2. | Details of the Amendments |
| (1) | In connection with the Company’s transition to a company with a Board of Corporate Auditors, new provisions relating to the Board of Corporate Auditors and Corporate Auditors shall be established in the Articles of Incorporation. |
| (2) | New provisions shall be established to provide that the number of Corporate Auditors shall be three (3) or more, and that a majority of such Corporate Auditors shall be Outside Corporate Auditors. |
| (3) | In addition, necessary amendments shall be made, including renumbering of articles resulting from the above additions and other related revisions. |
Proposal 3: Appropriation of Surplus
The Company hereby requests approval for the distribution of dividends from surplus as set forth below, with March 31, 2026 (Tuesday) as the record date.
Details
Type of dividend property: Cash
Matters concerning the allocation of dividend property: JPY 1.890 per share of common stock
Total amount of dividends: JPY 79,999,557
Effective date of dividend distribution: June 30, 2026
Dividend Payment Commencement Date: September 14, 2026
Dividend Payment End Date: September 30, 2026
Proposal 4: Appointment of Accounting Auditor
The Company requests approval for the appointment of Sakurazaka Audit Corporation as the Accounting Auditor.
Proposal 5: Election of Three Corporate Auditors
As the Company will transition to a company with an Audit & Supervisory Board, subject to the approval and adoption of Proposal No. 2, we hereby request the election of three (3) Audit & Supervisory Board Members.
Mr. Keiichi Kimura, who currently serves as an Audit & Supervisory Board Member, is scheduled to resign upon the conclusion of this General Meeting. This resignation is intended to align the terms of office of all newly elected Audit & Supervisory Board Members following the transition to a company with an Audit & Supervisory Board pursuant to Proposal No. 2, thereby facilitating the smooth operation of the Audit & Supervisory Board.
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Accordingly, we request the election of the following three individuals as Audit & Supervisory Board Members. The remuneration of the Audit & Supervisory Board Members shall be determined within the total amount of remuneration previously approved by resolution of the shareholders’ meeting.
The candidates for Corporate Auditor are as follows:
|
Candidate Number |
Name |
Brief Biography, Position, Significant Concurrent Positions, and Special Interests with the Company. | Number of Company’s Shares Held |
| 1 |
Keiichi Kimura (February 9, 1966) Reappointment |
(Career summary and position) November 2014 Joined Takuetsu
Co., Ltd. June 2020 Appointed as Corporate
Auditor of the Company October 2021 Appointed
as Inside Corporate Auditor of the Company June 2025 Reappointed as
Internal Corporate Auditor of the Company (incumbent) (Significant Concurrent Positions) (Special Interests with our Company) None |
0 shares |
| 2 |
Akira Kotajima (August 20, 1984) New Appointment |
(Career summary and position)
December 2013 Joined DinnerBank Co., Ltd.
March 2016 Appointed Representative Director of DinnerBank Co., Ltd.
July 2024 Resigned as Representative Director of DinnerBank Co., Ltd.
July 2024 Left DinnerBank Co., Ltd.
(Significant Concurrent Positions)
(Special Interests with our Company)
|
0 shares
|
| 3 |
Yoshie Nakamura (November 8, 1978) New Appointment |
(Career summary and position)
March 2017 Joined Shinichi Shoji Co., Ltd.
November 2022 Retired from Shinichi Shoji Co., Ltd.
July 2023 Joined Kosei Co., Ltd.
(Significant Concurrent Positions) None
(Special Interests with our Company) None
|
0 shares
|
| * | Among the above candidates, Mr. Akira Kotajima and Ms. Yoshie Nakamura are candidates for Outside Corporate Auditor as defined in Article 2, Item 16 of the Companies Act. |
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Appendix
| Current Articles of Incorporation | Proposed Amendments | ||||
| (Organs) | (Organs) | ||||
| Article 4 | In addition to the General Meeting of Shareholders and Directors, the Company shall establish the following organs:
1.Board of Directors
2.Corporate Auditors |
Article 4 | In addition to the General Meeting of Shareholders and Directors, the Company shall establish the following organs:
1.Board of Directors
2.Corporate Auditors
3.Board of Corporate Auditors
4.Accounting Auditor | ||
| Chapter 5 Corporate Auditors | Chapter 5 Corporate Auditors | ||||
| (Number of Corporate Auditors) | (Number of Corporate Auditors) | ||||
| Article 26 | The Company shall have no more than ten (10) Corporate Auditors. | Article 26 | The Company shall have no fewer than three (3) and no more than ten (10) Corporate Auditors. | ||
| (Method of Election) | (Method of Election) | ||||
| Article 27 | Resolutions for the election of Corporate Auditors shall be adopted at a General Meeting of Shareholders by a majority of the voting rights of the shareholders present at the meeting who hold one-third or more of the voting rights exercisable by all shareholders. | Article 27 | Resolutions for the election of Corporate Auditors shall be adopted at a General Meeting of Shareholders by a majority of the voting rights of the shareholders present at the meeting who hold one-third or more of the voting rights exercisable by all shareholders. | ||
| (Term of Office) | (Term of Office) | ||||
| Article 28 | The term of office of a Corporate Auditor shall expire at the conclusion of the Ordinary General Meeting of Shareholders relating to the final fiscal year ending within four (4) years after the election. | Article 28 | The term of office of a Corporate Auditor shall expire at the conclusion of the Ordinary General Meeting of Shareholders relating to the final fiscal year ending within four (4) years after the election. | ||
| 2. The term of office of a Corporate Auditor elected as a substitute for a Corporate Auditor who retired before the expiration of his or her term shall continue until the expiration of the term of office of the retired Corporate Auditor. | 2. The term of office of a Corporate Auditor elected as a substitute for a Corporate Auditor who retired before the expiration of his or her term shall continue until the expiration of the term of office of the retired Corporate Auditor. | ||||
| (Remuneration, etc.) | (Remuneration, etc.) | ||||
| Article 29 | The remuneration, etc. of Corporate Auditors shall be determined by resolution of the General Meeting of Shareholders. | Article 29 | The remuneration, etc. of Corporate Auditors shall be determined by resolution of the General Meeting of Shareholders. | ||
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| Current Articles of Incorporation | Proposed Amendments | ||||
| (Exemption from Liability of Corporate Auditors) | (Exemption from Liability of Corporate Auditors) | ||||
| Article 30 | The Company may, by resolution of the Board of Directors, exempt Corporate Auditors (including former Corporate Auditors) from liability for damages under Article 423, Paragraph 1 of the Companies Act, to the extent permitted by laws and regulations, limited to the amount obtained by deducting the minimum liability amount prescribed by laws and regulations from the total amount of liability for damages. | Article 30 | The Company may, by resolution of the Board of Directors, exempt Corporate Auditors (including former Corporate Auditors) from liability for damages under Article 423, Paragraph 1 of the Companies Act, to the extent permitted by laws and regulations, limited to the amount obtained by deducting the minimum liability amount prescribed by laws and regulations from the total amount of liability for damages. | ||
2. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with a Corporate Auditor limiting liability for damages arising from negligence in the performance of duties; provided, however, that the limit of liability under such agreement shall be the higher of either an amount predetermined to be no less than JPY 1,000,000 or the minimum liability amount prescribed by laws and regulations. |
2. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with a Corporate Auditor limiting liability for damages arising from negligence in the performance of duties; provided, however, that the limit of liability under such agreement shall be the higher of either an amount predetermined to be no less than JPY 1,000,000 or the minimum liability amount prescribed by laws and regulations. | ||||
| (Convocation of the Board of Corporate Auditors) | |||||
| Article 31 | Notice of a meeting of the Board of Corporate Auditors shall be given to each Corporate Auditor at least three (3) days prior to the date of the meeting; provided, however, that this period may be shortened in cases of urgent necessity. | ||||
| 2. A meeting of the Board of Corporate Auditors may be held without following the convocation procedures if all Corporate Auditors consent thereto. | |||||
| (Rules of the Board of Corporate Auditors) | |||||
| Article 32 | Matters concerning the Board of Corporate Auditors shall be governed not only by laws and regulations and these Articles of Incorporation, but also by the Rules of the Board of Corporate Auditors established by the Board of Corporate Auditors. | ||||
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| Current Articles of Incorporation | Proposed Amendments | ||||
| No corresponding provision. | Chapter 6 Accounting Auditor | ||||
| (Election of Accounting Auditor) | |||||
| Article 33 | The Accounting Auditor shall be elected by resolution of the General Meeting of Shareholders. | ||||
| (Term of Office of Accounting Auditor) | |||||
| Article 34 | The term of office of the Accounting Auditor shall expire at the conclusion of the Ordinary General Meeting of Shareholders relating to the final fiscal year ending within one (1) year after the election. | ||||
| 2. Unless otherwise resolved at the Ordinary General Meeting of Shareholders referred to in the preceding paragraph, the Accounting Auditor shall be deemed to have been reappointed at such meeting. | |||||
| (Remuneration, etc. of Accounting Auditor) | |||||
| Article 35 | The remuneration, etc. of the Accounting Auditor shall be determined by the Representative Director with the consent of the Board of Corporate Auditors. | ||||
| (Exemption from Liability of Accounting Auditor) | |||||
| Article 36 | The Company may, by resolution of the Board of Directors, exempt the Accounting Auditor (including former Accounting Auditors) from liability for damages under Article 423, Paragraph 1 of the Companies Act, to the extent permitted by laws and regulations, limited to the amount obtained by deducting the minimum liability amount prescribed by laws and regulations from the total amount of liability for damages. | ||||
| 2. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with the Accounting Auditor limiting liability for damages arising from negligence in the performance of duties; provided, however, that the limit of liability under such agreement shall be the higher of either an amount predetermined to be no less than JPY 1,000,000 or the minimum liability amount prescribed by laws and regulations. | |||||
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(Attachments)
Business Report
From April 1, 2025
To March 31, 2026
Statutory Financial Statements Prepared in Accordance with Japanese GAAP
Note: The statutory financial statements on the following pages have been prepared in accordance with Japanese GAAP. These results may differ in material respects from our audited consolidated financial results under U.S. GAAP that will be reported later and included in our Annual Report on Form 20-F, which will be filed with the U.S. Securities and Exchange Commission and available at www.sec.gov. The attached financial statements are provided to our shareholders and ADS holders solely in accordance with requirements under the Japanese Companies Act in connection with our Annual Meeting.
| 1. | Current Status of the Company |
| (1) | Progress and Results of the Project |
During the current fiscal year, while the U.S. economy showed resilience in consumer spending and the employment market, significant regional disparities emerged due to factors such as the delayed recovery of the Chinese economy and concerns over an economic slowdown in Europe. As a result, the overall outlook remained uncertain. Furthermore, prolonged monetary tightening and ongoing geopolitical risks, coupled with exchange rate fluctuations, began to impact international trade.
In the domestic economy, a moderate recovery trend continued, driven by a recovery in consumer spending against the backdrop of improving employment and income conditions, as well as the expansion of inbound tourism demand. On the other hand, the environment surrounding corporate activities remains challenging, with issues such as a worsening labor shortage, persistently high resource and energy prices, and rising prices due to the weak yen.
Under these conditions, the Company has worked to secure sales opportunities while responding to changes in customer demand trends and shifts in regulatory and logistics environments in various countries, with the aim of stabilizing overseas transactions. At the same time, we have worked to strengthen our sales capabilities and improve operational efficiency at our domestic stores, striving to reinforce our earnings base.
As a result, for the current fiscal year, the Company’s net sales amounted to 38,783,862 thousand yen (up 59.1% year-on-year), operating income was 309,111 thousand yen (up 39.7% year-on-year), and ordinary income was 193,321 thousand yen (up 688.9% year-on-year).
| (2) | Fundraising Status |
| ① | To fund working capital, we have borrowed 300,000,000 yen from Tokushin G.K. of which our Representative Director, Kanayama, serves as a representative partner. |
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| (3) | Changes in Financial Position and Profit or Loss |
(Unit: 1,000 yen)
| Period \division | 17th period Fiscal Year Ended March 2023 | 18th period Fiscal Year Ended March 2024 | 19th period Fiscal Year Ended March 2025 | 20th period Fiscal Year Ended March 2026 | ||||||||||||
| Sales | 21,667,575 | 25,615,177 | 24,373,722 | 38,783,862 | ||||||||||||
| Ordinary Income | 192,962 | 328,353 | 24,506 | 193,321 | ||||||||||||
| Net Income | △884,219 | 216,417 | △90,736 | 39,659 | ||||||||||||
| Net Income per share(yen) | △24 | 5 | △2 | 1 | ||||||||||||
| Total Asset | 22,505,180 | 21,054,009 | 18,704,887 | 30,583,696 | ||||||||||||
| Net Worth | 4,701,910 | 5,701,950 | 5,615,656 | 5,575,316 | ||||||||||||
Note: Net income per share is calculated based on the total number of shares issued at the end of the fiscal year.
| (4) | Issues to be addressed by the company |
The business and financial issues that we should prioritize are as follows.
| ■ | Improvement and Stabilization of Internal Control Systems
To address the diversification of risks associated with our business expansion, we have been working to strengthen our internal control systems. Specifically, we have reviewed our business processes and ensured the thorough implementation and operation of internal controls, while also striving to raise compliance awareness and strengthen our risk management framework, thereby promoting the improvement and stabilization of our internal control systems. |
| ■ | Restructuring the Business Model to Strengthen the Revenue Base
As part of our efforts to achieve sustainable growth and improve profitability, we will review our operational structure and restructure our store strategy to improve the profitability of unprofitable stores in our domestic business. In our overseas business, we will work to stabilize existing transactions while promoting full-scale business expansion into Southeast Asia to expand our sales channels and strengthen our business foundation. Furthermore, to improve profitability across the entire company, we will work to improve profit margins by reviewing our product mix and transaction terms, and we will promote the restructuring of a sustainable business model. |
To overcome the challenges outlined above, we will make every effort as a company. We ask for the continued guidance and support of our shareholders.
| (5) | Principal Businesses (as of March 31, 2026) |
Management of domestic drug stores
Domestic e-commerce operation and management
Domestic and overseas (including trading) wholesale
| (6) | Major business establishments and stores |
| Head Office | 2-5-9 Kotobashi, Sumida-ku, Tokyo Harumi Building | ||
| Tokyo Sales Department | 16F, Island Triton Square Office Tower W, 1-8-8 Harumi, Chuo-ku, Tokyo | ||
| Saitama Center | 3-1-5 Koshigaya City Distribution Complex, Saitama |
Subsidiary Offices
| trade name | location | |
| Tokyo Lifestyle Limited | Unit 11, 12/F., Wing On Plaza, No.62 Mody Road, Tsim Sha Tsui East, Kowloon |
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The names and locations of domestic drugstores are as follows
| Store Name | location | Store Name | location | |||
| Nishi Kasai Yokohama Chinatown | Edogawa-Ku, Tokyo Yokohama City, Kanagawa | Koshigaya-Ryutsudanchi Quiz Gate Urawa Nishi Kawaguchi | Koshigaya City, Saitama Urawa City, Saitama Kawaguchi City, Saitama |
| (7) | Status of employees (as of March 31, 2026) |
| Number of Employees | Change from the end of the previous fiscal year | Average age | Average length of service | |||
| 85 | -19 | 42 years and 5 months old | 5 years 3 months |
| Note: | The number of employees includes part-time workers (34). |
| (8) | Status of important subsidiaries |
| Company Name | location | Paid-in Capital | Description of Business | Investment Ratio | ||||
| Tokyo Lifestyle Limited | Hong Kong | HK$15.95 million | Wholesale & Retail Trade | 100％ |
| (9) | Major borrowers and borrowing amounts (as of March 31, 2026) |
| ① | Commitment Line Agreement |
(Unit: 1,000 yen)
| Loans | Outstanding Balance | |||
| Mizuho Bank Ltd. | 1,248,614 | |||
| MUFG Bank Ltd. | 1,025,724 | |||
| Resona Bank, Inc. | 841,096 | |||
| Sumitomo Mitsui Banking Corporation, Ltd. | 756,986 | |||
| Note: | 1. | To procure stable and efficient working capital, the Company has entered into a commitment line agreement with a maximum borrowing amount of 7,850,000,000 yen. The agreement is a syndicated loan and is cofinanced by a total of 17 banks led by MUFG Bank, Ltd. and Mizuho Bank, Ltd. |
| Note: | 2. | The outstanding balance of loans executed at the end of the fiscal year under this contract is 6,732,147,000 yen. |
| 2. | Status of Stocks (as of March 31, 2026) |
| ① | Total number of shares authorized: 100,000,000 shares |
| ② | Total number of shares issued: 42,327,806 shares |
| ③ | Number of shareholders: 3 |
| ④ | Principal Shareholders |
| Name of Shareholder | Number of shares held | Percentage of shares held | ||||||
| THE BANK OF NEW YORK MELLON | 21,536,266 shares | 50.88 | % | |||||
| Tokushin G.K. | 13,575,104 shares | 32.07 | % | |||||
| Mei Kanayama | 7,216,436 shares | 17.05 | % | |||||
NOTE: THE BANK OF NEW YORK MELLON IS A DEPOSITARY SECURITIES COMPANY THAT ISSUES AMERICAN DEPOSITARY RECEIPTS (ADR).
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| 3. | Matters Concerning the Company’s Stock Acquisition Rights, etc. (as of March 31, 2026) |
The total number of stock acquisition rights as of the end of the fiscal year under review is as follows.
| (1) | First series of stock acquisition rights |
| ① | Total number of stock acquisition rights: 300,000 units |
| ② | Type and number of shares subject to stock acquisition rights 300,000 shares of the Company’s common stock represented by U.S. depositary shares in the U.S. |
| ③ | Amount paid for stock acquisition rights |
US$0.01 divided by the number of Stock Acquisition Rights offered
| ④ | Value of assets invested in the exercise of stock acquisition rights |
US$4.80 per common stock
| ⑤ | Period for exercising stock acquisition rights |
From July 6, 2022, to January 7, 2027
| ⑥ | Increased capital and capital reserves in the case of issuance of shares through the exercise of stock acquisition rights |
| 1. | Amount of capital increased by the exercise of stock acquisition rights |
The amount shall be one-half of the maximum amount of increase in capital, etc., calculated in accordance with the provisions of Article 17, Paragraph 1 of the Company Accounting Regulations, and if a fraction of less than 1 yen is obtained because of the calculation, the amount shall be rounded up.
| 2. | Amount of capital reserves to increase due to the exercise of stock acquisition rights |
The amount shall be calculated in accordance with the provisions of Article 17, Paragraph 1 of the Company Accounting Regulations, minus the amount of capital increase from the maximum amount of increase in capital, etc.
| ⑦ | Allottee of Stock Acquisition Rights - Univest Securities, LLC |
| (2) | 2nd Series of Stock Acquisition Rights |
| ① | Total number of stock acquisition rights: 5,862,552 |
| ② | Type and number of shares subject to stock acquisition rights |
5,862,552 shares of the Company’s common stock represented by U.S. depositary shares in the U.S.
| ③ | Amount paid for stock acquisition rights |
No payment required
| ④ | Value of assets invested in the exercise of stock acquisition rights |
US$0.27391 per common stock
| ⑤ | Period for exercising stock acquisition rights |
From January 30, 2024, to July 30, 2029
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| ⑥ | Increased capital and capital reserves in the case of issuance of shares through the exercise of stock acquisition rights |
| 1. | Amount of capital increased by the exercise of stock acquisition rights |
The amount shall be one-half of the maximum amount of increase in capital, etc., calculated in accordance with the provisions of Article 17, Paragraph 1 of the Company Accounting Regulations, and if a fraction of less than 1 yen is obtained because of the calculation, the amount shall be rounded up.
| 2. | Amount of capital reserves to increase due to the exercise of stock acquisition rights |
The amount shall be calculated in accordance with the provisions of Article 17, Paragraph 1 of the Company Accounting Regulations, minus the amount of capital increase from the maximum amount of increase in capital, etc.
| ⑦ | Assignee of Stock Acquisition Rights |
| Assignee | Number of allocations | |||
| LIND GLOBAL FUND II LP | 746,269 | |||
| S.H.N. FINANCIAL INVESTMENTS LTD | 638,669 | |||
| L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND | 746,269 | |||
| ALTO OPPORTUNITY MASTER FUND, | 746,269 | |||
| INTRACOASTAL CAPITAL LLC | 746,269 | |||
| CVI Investments, By: Heights Capital Management, Inc., | 746,269 | |||
| Hudson Bay Master Fund Ltd. | 746,269 | |||
| Empery Asset Master, LTD | 414,861 | |||
| Empery Tax Efficient, LP | 147,466 | |||
| Empery Tax Efficient III, LP | 183,942 | |||
| 4. | Matters Concerning Company Officers (as of March 31, 2026) |
| (1) | Status of Directors and Corporate Auditors |
| Position | Name | Status of responsibilities and important concurrent positions | ||
| President and Representative Director | Mei Kanayama | President & CEO | ||
| Director | Yoichiro Haga | Executive Officer, Administrative Departments | ||
| Director | Tetsuya Sato | Director, Japan International Medical Association Representative Director, CBJ, Inc. | ||
| Director | Yoji Takenaka | Lawyer | ||
| Corporate Auditor | Keiichi Kimura | Administrative scrivener |
| Note: | 1. | Directors Tetsuya Sato and Yoji Takenaka are outside directors as defined in Article 2, Item 15 of the Companies Act. |
| 2. | Tadao Iwamatsu and Junji Sato resigned from their positions as auditors effective as of the Annual General Meeting of Shareholders held on June 27, 2025. |
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| (2) | Total amount of remuneration, etc. of officers for the current fiscal year |
(Unit: 1,000 yen)
| Total
amount by type of remuneration, etc. | ||||||||||||||||||
| District | Number
of members | Total
amount of remuneration, etc. | Monetary Rewards | Performance-
linked remuneration, etc. | Non-
monetary remuneration, etc. | |||||||||||||
| Director | 4 persons | 55,200 | 55,200 | — | — | |||||||||||||
| (Outside Directors) | (2 persons) | (7,200 | ) | (7,200 | ) | (— | ) | (— | ) | |||||||||
| Corporate Auditor | 3 persons | 4,150 | 4,150 | — | — | |||||||||||||
| (Outside Corporate Auditors) | (2 persons) | (900 | ) | (900 | ) | (— | ) | (— | ) | |||||||||
| Total | 7 persons | 59,350 | 59,350 | — | — | |||||||||||||
| (Outside Officers) | (4 persons) | (8,100 | ) | (8,100 | ) | (— | ) | (— | ) | |||||||||
| Note: | 1. | The maximum amount of remuneration for directors was resolved to be 150,000,000 yen per year at the Ordinary General Meeting of Shareholders held on May 26, 2021. |
| 2. | The maximum amount of remuneration for Board of Corporate Auditors was resolved to be 30,000,000 yen per year at the Extraordinary General Meeting of Shareholders held on October 19, 2021. |
| 5. | System to ensure the appropriateness of business operations (as of March 31, 2026) |
| (1) | System to ensure that the execution of duties by directors and employees complies with laws and regulations and the Articles of Incorporation |
| ① | Directors of the Company and its subsidiaries shall comply with laws and regulations and Articles of Incorporation and promote the establishment of a compliance system. |
| ② | Directors of the Company and its subsidiaries shall establish a compliance system to ensure that employees comply with laws and regulations and the Articles of Incorporation and shall manage and supervise the status of compliance. |
| ③ | Board of Corporate Auditors Members shall investigate the status of the compliance system and whether there are any problems with laws and regulations or the Articles of Incorporation, and report to the Board of Directors. The Board of Directors shall periodically review the compliance system and strive to identify problems and make improvements. |
| ④ | The Company shall establish rules for whistleblowing and establish a whistleblowing system to promptly report and consult with directors and employees of the Company and its subsidiaries if they discover an act that is suspected of violating laws and regulations. |
| (2) | System for the storage and management of information related to the execution of duties by directors |
| ① | Information related to the execution of duties by directors shall be prepared and stored in accordance with laws and regulations and internal regulations, etc., by establishing document management regulations, etc. In addition, if necessary, the Company shall manage the information in a state where it can be viewed by Directors, Corporate Auditors, Accounting Auditors, etc. |
| ② | The status of the creation, storage, and management of information related to the execution of duties by directors shall be audited by Corporate Auditors. |
| (3) | Regulations and other systems related to the management of the risk of loss |
| ① | The Company shall formulate the Basic Rules for Risk Management as the basis of the risk management system for the entire Group and establish a risk management system in accordance with the Regulations. In addition, in the event of an unforeseen situation, the Company shall establish a Crisis Management Committee chaired by the President and Representative Director and shall establish a system to prevent and minimize the spread of damage by responding promptly with the advice of legal advisors and others. |
| ② | Directors and employees shall organize the content of their duties with regard to risk management in each department, grasp, analyze, and evaluate inherent risks, consider and implement appropriate measures, and periodically review the status of such risk management. |
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| ③ | Corporate Auditors shall audit the status of risk management in each division and report the results to the Board of Directors. The Board of Directors shall periodically review the risk management system and strive to identify problems and improve them. |
| (4) | System to ensure efficient execution of duties by directors |
| ① | With the aim of increasing corporate value, we will work to achieve our goals based on a business plan formulated based on our corporate philosophy, and manage the progress of our goals. |
| ② | In addition to the regular Board of Directors meeting (once a month), extraordinary meetings of the Board of Directors shall be held as necessary as the basis of the system to ensure that the execution of duties by directors is carried out efficiently. |
| ③ | The Company shall establish various internal regulations, such as the Regulations on the Segregation of Duties, the Regulations on Administrative Authority and Decision-Making Authority, and establish a system for the proper and efficient execution of duties by clarifying the authority and responsibilities of each officer. |
| ④ | The Company shall supervise the establishment and operation of internal control systems at its subsidiaries to ensure a balance between ensuring the efficiency and promptness of the execution of duties by directors. |
| (5) | System to ensure the appropriateness of business operations of the corporate group consisting of the Company and its subsidiaries |
To ensure the appropriate business operations of the entire Group, including subsidiaries, we will strive to build a compliance system for the entire Group.
| (6) | System for employees who assist the duties of Corporate Auditors and the independence of such employees from Directors; |
Matters concerning the effectiveness of instructions to the employees
Employees who assist in the duties of the Corporate Auditors shall be assigned to assist the Corporate Auditors when requested, and the consent of Corporate Auditor shall be obtained for the transfer and evaluation of such employees.
| (7) | System for directors and employees to report to Corporate Auditors, other systems for reporting to Corporate Auditors, and other systems to ensure that audits by Corporate Auditors are conducted effectively |
| ① | Directors and employees of the Company and its subsidiaries shall immediately report to the Corporate Auditors of the Company any fact that may cause significant damage to the Company. |
| ② | Corporate Auditors shall attend important meetings of the Board of Directors, etc. and receive reports from the directors of the Company and its subsidiaries on the status of the execution of the duties for which they are responsible. |
| ③ | Corporate Auditors may inspect important documents related to the execution of business, such as approval documents, and request explanations from directors and employees of the Company and its subsidiaries. |
| ④ | Corporate Auditors and Representative Director shall hold regular meetings to exchange opinions in order to promote mutual communication. |
| (8) | To ensure that people who report to the Corporate Auditors are not treated unfavorably because of such reports system |
The Company and its subsidiaries shall prohibit any person who reports unfavorably to a person who has reported to the Corporate Auditors on the grounds that he or she has made a report and shall ensure that this is fully informed.
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| (9) | Matters concerning procedures for advance payment or reimbursement of expenses incurred in the execution of duties by Corporate Auditors and other policies related to the processing of expenses or liabilities incurred in the execution of such duties |
When a Corporate Auditors requests advance payment or reimbursement of expenses incurred in the execution of his/her duties, we will respond promptly.
| (10) | Basic Approach to the Elimination of Anti-Social Forces and Status of Development |
To ensure sound corporate management, we will take a resolute stance against antisocial forces.
Our basic policy is not to have any relationship whatsoever.
The General Affairs Department is the department that oversees the response to anti-social forces, and the General Manager is responsible for it. In addition, we work closely with external organizations such as corporate lawyers, the police, and the Federation of Special Violence Prevention Measures under the jurisdiction of the Metropolitan Police Department to develop a system and collect information that enables the organization to respond promptly, and to thoroughly educate employees.
| 6. | Overview of the operational status of the system to ensure the appropriateness of business operations |
The Company has established a system to ensure the appropriateness of business operations, and the Board of Directors and other meetings continuously identify and analyze management risks and consider countermeasures. As a result, we review internal regulations and operations as necessary to improve the effectiveness of the internal control system. In addition to audits by Corporate Auditors, Corporate Auditors also attend important internal meetings to monitor the status of business execution and risks related to compliance. In addition, we regularly conduct internal audits to verify that our day-to-day operations do not violate laws and regulations, the Articles of Incorporation, internal regulations, etc.
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Financial statements
Balance Sheet
As of March 31, 2026
(Unit: 1,000 yen)
| Assets | Liabilities | |||||||||
| Accounts | Amount | Accounts | Amount | |||||||
| Current Assets | 20,751,282 | Current Liabilities | 23,840,527 | |||||||
| Cash & deposits | 251,215 | Accounts payable | 16,022,856 | |||||||
| Accounts receivable | 17,697,613 | Short-term borrowings | 6,910,459 | |||||||
| Products | 1,954,805 | Long-term loans to be repaid within one year | 168,220 | |||||||
| Previous payment | 13,962 | Payables | 151,203 | |||||||
| For prepayment | 11,020 | Accrued expenses | 3,314 | |||||||
| Short-term loans | 178,312 | Advance payments | 329,278 | |||||||
| Reimbursement | 300,292 | Deposit | 5,565 | |||||||
| Unearned money | 139,007 | Accrued corporate taxes, etc. | 219,353 | |||||||
| Accrued refundable consumption tax, etc. | 383,612 | Accrued consumption tax, etc. | 9,783 | |||||||
| Allowance for bad debts | △ | 178,560 | Short-term lease obligations | 12,953 | ||||||
| Fixed Assets | 9,819,604 | Bonus allowance | 1,507 | |||||||
| Property, plant and equipment | 152,079 | Point allowance | 221 | |||||||
| Facilities attached to the building | 212,441 | Contractual liabilities | 5,810 | |||||||
| Vehicle transport equipment | 9,090 | Fixed Liabilities | 1,167,851 | |||||||
| Tools, Equipment, and Fixtures | 116,111 | Long-term borrowings | 500,000 | |||||||
| Tangible leased assets | 82,707 | Deposit | 31,922 | |||||||
| Accumulated depreciation | △ | 268,271 | Long-term payables | 54,334 | ||||||
| Intangible Assets | 208,631 | Long-term lease obligations | 13,878 | |||||||
| Intangible leased assets | 3,813 | Provision for retirement benefits | 45,763 | |||||||
| Software | 204,818 | Asset retirement obligations | 75,359 | |||||||
| Investments and other assets | 9,458,894 | Deferred tax liabilities | 446,593 | |||||||
| Investment | 2,010 | Total Liabilities | 25,008,379 | |||||||
| Deposit | 120,022 | Equity | ||||||||
| Deposit | 104,048 | Accounts | Amount | |||||||
| Insurance reserve fund | 27,342 | Shareholders’ Equity | 5,575,305 | |||||||
| Recycling deposits | 8 | Paid-in capital | 10,000 | |||||||
| Long-term upfront costs | 1,804 | Capital surplus | 3,655,033 | |||||||
| Long-term unearned income | 1,622,183 | Capital reserve | 3,655,033 | |||||||
| Shares of affiliated companies | 682,673 | Retained earnings | 9,458,894 | |||||||
| Long-term accounts receivable | 6,984,870 | Other retained earnings | 1,910,271 | |||||||
| Allowance for bad debts | △ | 86,070 | Retained earnings carried forward | 1,910,271 | ||||||
| Deferred Assets | 12,808 | Stock Acquisition Rights | 11 | |||||||
| Share grant costs | 12,808 | Total Equity | 5,575,316 | |||||||
| Total Assets | 30,583,696 | Total Liabilities and Equity | 30,583,696 | |||||||
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Statement of income
From April 1, 2025
To March 31, 2026
(Unit: 1,000 yen)
| Accounts | Amount | |||||||
| Sales | 38,783,862 | |||||||
| Cost of Goods Sold | 36,161,287 | |||||||
| Gross Profit | 2,622,575 | |||||||
Selling, General and Administrative Expenses | 2,313,464 | |||||||
| Operating Profit | 309,111 | |||||||
| Non-Operating Income | ||||||||
| Interest income and dividends | 7,717 | |||||||
| Foreign exchange gain | 26 | |||||||
| Miscellaneous income | 104,921 | 112,665 | ||||||
| Non-Operating Expenses | ||||||||
| Interest expense | 177,711 | |||||||
| Deferred asset amortization | 15,369 | |||||||
| Loan fees | 29,928 | |||||||
| Miscellaneous loss | 5,446 | 228,456 | ||||||
| Ordinary Income | 193,321 | |||||||
| Extraordinary Profits | ||||||||
| Gain on sale of fixed assets | 378,569 | 378,569 | ||||||
| Extraordinary Losses | ||||||||
| Loss on cancellation of lease | 5,582 | |||||||
| Consumption taxes for prior periods | 378,873 | 384,456 | ||||||
| Net income before income taxes | 187,434 | |||||||
| Corporate tax, resident tax and business tax | 219,353 | |||||||
| Adjustment of corporate income taxes | △ | 71,579 | ||||||
| Net Income | 39,659 | |||||||
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Statement of Changes in net assets
From April 1, 2025
To March 31, 2026
(Unit: 1,000 yen)
| Shareholders’ Equity | ||||||||||||||||||||||||||||||||
| Capital Surplus | Retained Earnings | |||||||||||||||||||||||||||||||
| Other retained earnings | ||||||||||||||||||||||||||||||||
| Paid-in Capital | Capital Reserve | Total capital Surplus | Retained earnings carried forward | Total Retained Earnings | Total Shareholders’ Equity | Stock
Acquisition Rights | Total
Equity | |||||||||||||||||||||||||
| April 1, 2025 Balance | 10,000 | 3,655,033 | 3,655,033 | 1,950,611 | 1,950,611 | 5,615,644 | 11 | 5,615,656 | ||||||||||||||||||||||||
| Fluctuations during the fiscal year | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Net Income | - | - | - | 39,659 | 39,659 | 39,659 | - | 39,659 | ||||||||||||||||||||||||
| Dividends from Surplus | - | - | - | △ | 79,999 | △ | 79,999 | △ | 79,999 | - | △ | 79,999 | ||||||||||||||||||||
| Items other than shareholders’ equity During the fiscal year Variable Amount (Net) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| During the fiscal year Total Variable Amount | - | - | - | △ | 40,339 | △ | 40,339 | △ | 40,339 | - | △ | 40,339 | ||||||||||||||||||||
| March 31, 2026 Balance | 10,000 | 3,655,033 | 3,655,033 | 1,910,271 | 1,910,271 | 5,575,305 | 11 | 5,575,316 | ||||||||||||||||||||||||
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Note to Individual Securities
| 1. | Notes on Important Accounting Policy Matters |
| (1) | Valuation
Criteria and Methods of Securities Shares of subsidiaries and affiliates......... Cost method based on moving average method |
| (2) | Inventory
Valuation Criteria and Methods Cost method based on moving average method (Balance sheet value is calculated by the method of devaluation due to a decrease in profitability.) |
| (3) | Method of depreciation of fixed assets |
| ① | Property, plant and equipment (excluding leased assets) |
Declining Ratio Method (provided, however, that buildings acquired on or after April 1, 1998 (excluding ancillary facilities) and
Facilities and structures attached to buildings acquired on or after April 1, 2016, are subject to the straight-line method.
The main service life is as follows:
| Building | 38～50 years |
| Facilities attached to the building | 3～18 years |
| Construct | 10～30 years |
| Vehicle Transporter | 2～7 Years |
| Tools, Fixtures and Fixtures | 2～20 years |
| ② | Leased Assets |
Leased assets related to finance and lease transactions other than the transfer of ownership
We use a straight-line method in which the lease period is the useful life and the residual value is zero.
| (4) | Criteria for recording allowances |
| (1) | Allowance for doubtful debts |
To prepare for losses due to bad debts, we record the expected number of uncollectible receivables based on the actual rate of bad debts for general receivables and the recoverability of specific receivables such as receivables of doubtful concerns.
| (2) | Allowance for bonuses |
To prepare for the payment of bonuses for employees, we have recorded an estimated amount corresponding to the current fiscal year out of the estimated amount to be paid.
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| ③ | Provision for retirement benefits |
To prepare for retirement benefits for employees, based on the retirement benefit obligations at the end of the current fiscal year, the amount that is recognized as occurring is recorded.
Retirement benefit obligations are calculated based on the amount of voluntary payment at the end of the fiscal year stipulated in the retirement allowance regulations.
| ④ | Point Allowance |
Of the Company’s points issued under the point system for the purpose of sales promotion, they are not attributable to sales.
The amount expected to be used in the future is recorded based on the actual rate of use in the past, etc., for the unused amount.
| (5) | Criteria for Recording Revenues and Expenses |
Our main business is the sale of cosmetics and daily necessities, and the sale of These products are related to the delivery at the time of delivery, the customer has acquired control over the goods and has determined that the performance obligations have been satisfied. Therefore, we are aware of the revenue at the time of delivery of the product. In addition, the revenue goes to contracts with customers. It is measured by the amount obtained by deducting returns, discounts, rebates, etc. from the promised consideration.
| (6) | Other important matters that form the basis for the preparation of financial statements Accounting for consumption tax, etc. |
Consumption tax and other accounting procedures are based on the tax-exclusive method.
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| 2. | Notes on Revenue Recognition |
| (1) | Decomposition of earnings |
Our company operates wholesale, retail, e-commerce, and franchise businesses both domestically and internationally. The primary types of goods and services offered in each of these businesses include daily necessities, cosmetics, pharmaceuticals, consumer electronics, luxury goods, and trading card games.
| Sales of each business | Domestic wholesale | 12,199,589 thousand yen |
| Domestic e-commerce | 555,999 thousand yen | |
| Domestic retail | 738,743 thousand yen | |
| Overseas wholesale | 24,730,535 thousand yen | |
| Franchise business | 558,995 thousand yen |
| (2) | Information that forms the basis for understanding earnings |
This is as described in the “Accounting Standards for Revenues and Expenses” section of “Notes on Important Accounting Policies.”
| 3. | Notes on the Balance Sheet |
| (1) | Monetary claims and liabilities to affiliated companies |
| Accounts receivable | 7,491,260 thousand yen | |
| Short-term loan | 178,312 thousand yen | |
| Reimbursement | 300,000 thousand yen | |
| Unearned money | 1,620 thousand yen | |
| Deposit | 64,900 thousand yen | |
| Payable | 1,025 thousand yen | |
| Long-term borrowings | 300,000 thousand yen |
| (2) Financial obligations to directors | Payable | 25,722 thousand yen |
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| 4. | Notes on the Income Statement |
| Turnover with affiliated companies | |
| Turnover by operating transactions | |
| Net sales | 8,963,490 thousand yen |
| Purchase amount | 10,354 thousand yen |
| Selling, general and administrative expenses | 188,348 thousand yen |
| Turnover of non-business transactions | 15,265 thousand yen |
| 5. | Notes on the Statement of Changes in Shareholders’ Equity |
| ① | Type and total number of shares issued as of the end of the current fiscal year |
| Common stock | 42,327,806 shares |
| ② | The type and number of shares for the purpose of stock acquisition rights (excluding those for which the first day of the exercise period has not arrived) as of the end of the fiscal year under review. |
| Common stock | 6,162,552 shares |
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| 6. | Notes on Tax Effect Accounting |
| (1) | Breakdown of deferred tax assets and liabilities by major causes |
| (Deferred Tax Assets) | ||
| Paid Business Establishment Tax | 278 thousand yen | |
| Allowance for bad debts | 33,302 thousand yen | |
| Bonus allowance | 534 thousand yen | |
| Point Allowance | 78 thousand yen | |
| Commodity Valuation Loss | -4,916 thousand yen | |
| Asset retirement obligations | 26,701 thousand yen | |
| Provision for retirement benefits | 16,215 thousand yen | |
| Deferred tax asset subtotal | 72,193 thousand yen | |
| Valuation allowance | -71,302 thousand yen | |
| Total deferred tax assets | 891 thousand yen | |
| (Deferred Tax Liabilities) | ||
| Retirement costs corresponding to asset retirement | -10,330 thousand yen | |
| Input tax | ||
| Damages Received | -437,154 thousand yen | |
| Total deferred tax liabilities | -447,484 thousand yen | |
| Net deferred tax liabilities | -446,593 thousand yen |
| (2) | Revision of the amount of deferred tax assets and deferred tax liabilities due to changes in the rate of corporate tax, etc. |
In conjunction with the introduction of the Special Defense Corporation Tax (effective for fiscal years beginning on or after April 1, 2026), deferred tax assets and deferred tax liabilities related to temporary differences expected to be resolved in the following fiscal year or later are calculated using a statutory effective tax rate of 35.43%, up from 34.59%.As a result of this change, deferred tax liabilities (net of deferred tax assets) for the current fiscal year increased by 10,626 thousand yen, and the income tax adjustment increased by the same amount.
| 7. | Notes on Financial Instruments |
| (1) | Matters related to the status of financial instruments |
Borrowings are used for working capital (mainly short-term) and capital investment funds (long-term).
| (2) | Matters related to the market value of financial instruments |
As of March 31, 2026 (the closing date of the current fiscal year), the balance sheet amount, market value, and the difference between these amounts are as follows.
In addition, notes are omitted for cash, and notes are omitted for deposits, accounts receivable, accounts payable, and short-term borrowings because they are settled in a short period of time, so the market value approximates the book value.
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(Unit: 1,000 yen)
| Amount recorded on the balance sheet (*1) | Market price(*1) | Difference | ||||||||||
| Long-term borrowings (*2) | (668,220 | ) | (663,478 | ) | 4,741 | |||||||
| (*1) | Liabilities are shown in parentheses. |
| (*2) | Includes long-term loans that are scheduled to be repaid within one year. |
(Note 1) How to calculate the market value of a financial instrument
Debt
Long-term borrowings
The market value of the long-term borrowing period is calculated by discounting the total amount of principal and interest by the interest rate expected if the same new borrowing were made.
In addition, among long-term loans, those with variable interest rates are based on the book value because the market interest rate is reflected in the short term (within one year) and the market value is approximate to the book value unless the Company’s credit position differs significantly after execution.
(Note 2) Amount recorded on the balance sheet of stocks without market prices
(Unit: 1,000 yen)
| Ledger Accounts | Balance sheet | |||
| Shares of affiliated companies | 682,673 | |||
Shares of affiliated companies are not subject to market value disclosure because they do not have a market price.
| 8. | Notes on Related Party Transactions |
| (1) | Parent Company and Major Corporate Shareholders |
(Unit: 1,000 yen)
| Relationship | Name of company, etc. | Voting rights, etc. Ownership Percentage |
Details of the transaction | Trading Subjects | Transaction Amount | Accounts | Balance at the end of the period | |||||||
Major Shareholder (Corporation, etc.) |
Tokushin G.K. | By all direct 32.07% |
Secondment fee Vehicle rental expenses Borrowing of funds |
Selling, general and administrative expenses Interest expense |
13,904 953,424 |
Payables Long-term borrowings |
1,025 300,000 |
Transaction conditions and policy for determining transaction conditions, etc.
(Note 1) Prices and other terms and conditions are determined through price negotiations, etc., considering market performance.
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| (2) | Subsidiaries and Affiliates, etc. |
(Unit: 1,000 yen)
| Relationship | Name of company, etc. | Voting rights, etc. Ownership Percentage |
Details of the transaction | Trading Subjects | Transaction Amount | Accounts | Balance at the end of the period | |||||||
| Subsid-iary | Tokyo Lifestyle Limited |
Owned Directly 100% |
Purchase of goods Sale of goods Direct store expenses Trademark fees Lending of funds |
Cost of goods sold Sales Selling, general and administrative expenses Miscellaneous income Interest income |
920 8,963,057
154,480 7,346 5,520 |
Accounts receivable Short-term loans Reimbursement Unearned money |
7,491,260 178,312 300,000 1,620 | |||||||
| Affiliated Companies | Dinner Bank corporation |
without | Purchase of goods Sale of goods Rent expenses and others Secondment fee |
Cost of goods sold Sales Selling, general and administrative expenses Miscellaneous income |
9,434 433
19,963 1,445 |
Unearned money Deposit Payables |
128,582 64,900 172 |
Transaction conditions and policy for determining transaction conditions, etc.
(Note) Prices and other terms and conditions are determined through price negotiations, etc., considering market performance.
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| 9. | Notes on Fixed Assets to be Used by Lease |
In addition to fixed assets recorded on the balance sheet, some of the office equipment, etc.
It is used under a finance lease agreement outside the transfer of ownership.
| 10. | Notes on Per Share Information |
| (1) | Net assets per share | 131.72 yen |
| (2) | Net income per share | 0.94 yen |
| 11. | MISCELLANEOUS NOTES |
The listed amount is rounded down to the nearest 1,000 yen.
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Appendix
From April 1, 2025
To March 31,2026
| 1. | Itemization of property, plant and equipment and intangible assets (including depreciation expenses recorded on investments and other assets) |
(Unit: 1,000 yen)
| Category | Asset’s Species |
Period Leader Book value |
Period Amount of increase |
Period Amount of reduction |
Period Depreciation amount |
End of Period Book value |
Impairment loss Cumulative amount |
Depreciation Cumulative amount |
End of Period Acquisition price |
| Solid Capital Production | Building | 370,888 | - | 359,829 | 11,059 | - | - | - | - |
| Facilities attached to the building | 205,416 | - | 71,927 | 24,698 | 108,789 | - | 103,651 | 212,441 | |
| structure | 25,501 | - | 23,562 | 1,938 | - | - | - | - | |
| Vehicle transport equipment | 657 | - | - | 219 | 437 | - | 8,652 | 9,090 | |
| Tools, Equipment, and Fixtures | 31,338 | 1,211 | - | 10,063 | 22,486 | - | 93,624 | 116,111 | |
| land | 340,148 | - | 340,148 | - | - | - | - | - | |
| Tangible Leased Assets | 23,471 | 12,660 | 5,895 | 9,871 | 20,365 | - | 62,341 | 82,707 | |
| Total | 997,422 | 13,872 | 801,363 | 57,851 | 152,079 | - | 268,271 | 420,351 | |
Intangible fixed asset |
Intangible Leased Assets | 11,728 | - | 7,915 | 3,813 | ||||
| software | 260,677 | - | 55,859 | 204,818 | |||||
| Total | 272,406 | - | 63,774 | ||||||
Investments & Others Capital |
Long-term upfront costs | 3,538 | - | 1,539 | 194 | 1,804 | |||
| Total | 3,538 | - | 1,539 | 194 | 1,804 | ||||
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| 2. | Statement of Allowance |
(Unit: 1,000 yen)
| Accounts | Period Length Remaining High | Increments for the current fiscal year | Reduction in the current period | End of Period Remaining High | ||||||||||||
| Allowance for bad debts | 151,440 | 113,190 | - | 264,630 | ||||||||||||
| Bonus allowance | 3,087 | 1,507 | 3,087 | 1,507 | ||||||||||||
| Point Allowance | 421 | 221 | 421 | 221 | ||||||||||||
| Provision for retirement benefits | 37,005 | 12,587 | 3,829 | 45,763 | ||||||||||||
3. Breakdown of selling, general and administrative expenses
(Unit: 1,000 yen)
| Accounts | Current
Balance | Description | ||||||
| Advertising expenses | 22,678 | |||||||
| Sales promotion expenses | 43,800 | |||||||
| Packing charges | 411,828 | |||||||
| Amount of point provision | △ | 199 | ||||||
| Product inventory disposal loss | 99 | |||||||
| Executive compensation | 59,350 | |||||||
| Salary allowance | 361,788 | |||||||
| Provision for bonuses | 4,181 | |||||||
| Statutory benefits | 46,279 | |||||||
| Benefit expenses | 686 | |||||||
| Depreciation | 121,626 | |||||||
| Repair costs | 980 | |||||||
| Hygiene costs | 1,396 | |||||||
| Consumables costs | 10,378 | |||||||
| Utilities | 11,401 | |||||||
| Travel expenses | 41,932 | |||||||
| Commission and fees | 795,878 | |||||||
| Taxes and dues | 16,639 | |||||||
| Entertainment expenses | 66,097 | |||||||
| Insurance premiums | 16,436 | |||||||
| Communication costs | 3,438 | |||||||
| Membership fees | 153 | |||||||
| Cost of vehicles | 13,259 | |||||||
| Lease fee | 4,485 | |||||||
| Ground rent | 118,054 | |||||||
| Advisory fees | 8,200 | |||||||
| Meeting fees | 915 | |||||||
| Retirement benefit costs | 12,587 | |||||||
| Miscellaneous expenses | 672 | |||||||
| Amortization of long-term prepaid expenses | 194 | |||||||
| Provision for bad debts | 113,190 | |||||||
| Performance variance | 5,048 | |||||||
| Total Selling, General and Administrative Expenses | 2,313,464 | |||||||
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