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6-K 1 ea0246189-6k_tokyo.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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 2025

 

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 19th Annual General Meeting of Shareholders of Tokyo Lifestyle Co., Ltd.

 

In accordance with the rules and regulations of the Japanese Companies Act, Tokyo Lifestyle Co., Ltd. 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 19th Annual General Meeting of Shareholders to be held in Tokyo, Japan on June 27, 2025. 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.

 

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 18, 2025 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 27, 2025

 

 

3

 

 

EX-99.1 2 ea024618901ex99-1_tokyo.htm NOTICE OF CONVOCATION OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 27, 2025

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.

 

Dear Shareholders   June 12, 2025

 

Harumi Building, 2-5-9 Kotobashi,

Sumida-ku, Tokyo,130-0022, Japan

Tokyo Lifestyle Co., Ltd.

President and Representative Director

Mei Kanayama

 

Notice of the 19 th Ordinary General Meeting of Shareholders

 

We sincerely appreciate your continued support and kind attention.

 

You are cordially invited to attend the 19 th Ordinary General Meeting of Shareholders of our company Corporation. 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 by 4:30 PM, Thursday, June 26, 2025.

 

Best regards,

 

Notice

 

1. Date: Friday, June 27, 2025 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 Fiscal Year 19 (from April 1, 2024 to March 31, 2025), Report on the contents of financial statements, and Report on the results of audit of financial statements by the Accounting Auditor and the Board of Corporate Auditors

 

Matters to be resolved

 

Proposal 1 Partial Amendments to the Articles of Incorporation
     
  Proposal 2 Election of Four Directors

 

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.

 

- 1 -


 

Reference Documents for the General Meeting of Shareholders

 

Proposal 1: Partial Amendments to the Articles of Incorporation

 

1. Reason for the Proposal

 

As of March 21, 2025, our company reduced its capital to 10 million yen. As a result, we no longer qualify as a large company that is required to have a board of auditors and an accounting auditor pursuant to the provisions of the Companies Act.

 

Accordingly, from the viewpoint of simplifying and improving the management structure in the future, we propose that our company abolish the establishment of a board of auditors and an accounting auditor, and delete or amend the relevant provisions of the Articles of Incorporation.

 

2. Details of Changes

 

The details of the changes are as follows. In order to eliminate missing article numbers resulting from the deletion, the numbers and chapter numbers of subsequent articles shall be moved up sequentially to maintain consistency in the Articles of Incorporation. The underlined portion indicates the changes.

 

Current Articles of Incorporation Proposal for Changes

(Organization)

 

Article 4 In addition to the general meeting of shareholders and directors, the Company has the following organizations:

 

1. Board of Directors

2. Corporate Auditors

3. Board of Corporate Auditors

4. Accounting Auditor  

 

Chapter 5 Corporate Auditor and Board of Corporate Auditors

 

(Convocation of Board of Corporate Auditors)

Article 31 Notice of convocation of a Board of Corporate Auditors meeting shall be sent to each Corporate Auditor at least three days prior to the date of the meeting. However, this period may be shortened if there is an urgent need.

 

2 If the consent of all Corporate Auditors is obtained, the Board of Corporate Auditors meeting may be held without convocation procedures.

 

(Regulations of the Board of Corporate Auditors)

Article 32 Matters concerning the Board of Corporate Auditors shall be governed by the regulations of the Board of Corporate Auditors established by the Board of Corporate Auditors in addition to those stipulated in laws and regulations and these Articles of Incorporation.  

 

Chapter 6 Accounting Auditor

 

(Organization)

 

Article 4 The Company shall have the following organs in addition to the general meeting of shareholders and directors.

 

1. Board of Directors

2. Corporate Auditors  

 

 

 

Chapter 5 Corporate Auditors  

 

 

Delete

 

 

 

 

 

Delete

 

 

 

Delete

 

 

 

 

 

The entire chapter is deleted.

 

 

 

- 2 -


 

Proposal 2: Election of Four Directors

 

The terms of the current all four Directors will reach an end upon the conclusion of this general meeting. We kindly request the reappointments of four Directors.

 

The candidates for Director are as follows:

 

Candidate
Number
Name
(Date of birth)
Brief Biography, Position, Significant Concurrent Positions, and Special Interests with the Company. Number of
Company’s
Shares Held
1 Mei Kanayama
(October 24, 1979)
Reappointment of Director

(Career summary and position)

November 2000 Joined Yonechiku Co., Ltd.

September 2007 Resigned from Yonechiku Co., Ltd.

January 2008 Joined our company as Director

June 2009 Appointed Representative Director of our

company (current position)

October 2019 Established TOKYO LIFESTYLE

Appointed Representative Director (current position)

 

(Significant Concurrent Positions)

Representative Member of Tokushin G.K.

Representative of TOKYO LIFESTYLE CO., LTD

 

(Special Interests with our Company)

None

 

7,216,436 shares
2 Yoichiro Haga
(July 5, 1966)
Reappointment of Director

(Career summary and position)

April 1991 Joined The Mitsubishi Bank, Ltd.

September 2020 Retired from MUFG Bank, Ltd.

October 2020 Joined our company in charge of Finance

June 2021 Appointed Director of our company

June 2023 Reappointed Director of our company (current position)

 

(Significant Concurrent Positions)

No significant concurrent positions  

 

(Special Interests with our Company)

None

 

0 shares
3 Yoji Takenaka
(August 26, 1963)
Reappointment of External
Director

(Career summary and position)

April 1993 Registered as an attorney

April 2005 Opened Takenaka Law Office (current position)

June 2021 Appointed Outside Director of our company

June 2023 Reassigned Outside Director of our company (current position)

 

(Significant Concurrent Positions)

Lawyer, Takenaka Law Office

 

(Special Interests with our Company)

None

0 shares

 

- 3 -


 

4 Tetsuya Sato
(May 26, 1970)
Reappointment of External
Director

(Career summary and position)

May 1995 Joined Marco Corporation

July 2017 Appointed Representative Director, WDM, Inc.

July 2019 Appointed CFO, Director, RSK, Inc. (current position)

June 2021 Appointed Outside Director, our company

June 2023 Reappointed Outside Director, our company (current position)

 

(Significant Concurrent Positions)

Director, CFO, RSK Co., Ltd.

 

(Special Interests with our Company)

None

0 shares

 

(Note) 1. Mr. Yoji Takenaka and Mr. Tetsuya Sato are candidates for External Directors.
     
2. Mr. Yoji Takenaka and Mr. Tetsuya Sato have been appointed as Outside Directors of our company since June 2021, and their term of office has been 4 years at the conclusion of this General Meeting of Shareholders.
     
3. Reasons for the appointment of the candidates as External Directors and the rationale for the Company’s determination that they can fulfill their duties effectively as External Directors.

 

  Regarding Mr. Yoji Takenaka, we request his appointment as an External Director to utilize his knowledge, experience, and expertise as a lawyer for the benefit of the Company’s management.
     
  Regarding Mr. Tetsuya Sato, we request his appointment as an External Director to utilize his extensive experience as a business executive and his broad insights, which will contribute to the management of the Company.

 

4. The Company has entered into limited liability agreements (the “Agreements”) with Mr. Yoji Takenaka and Mr. Tetsuya Sato. In the event that their reappointments are approved, we intend to continue the Agreements with them. Under the Agreements, the limit of liability for damages is set at either 10 million Japanese Yen or the amount specified by law, whichever is higher, provided that the performance of their duties is carried out in good faith and without gross negligence.

 

The above

 

- 4 -


 

(Attachments)

 

B u s i n e s s R e p o r t

 

[From April 1, 2024

To March 31, 2025]

 

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 at a later date and included in our Annual Report on Form 20-F,which will 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) Business progress and results

 

The global economy continued to be highly uncertain during the fiscal year under review, reflecting a mix of economic recovery and stagnation in major economies such as the United States and China.

 

On the other hand, in China, economic growth stabilized and the government indicated signs of economic policy recovery, but the decline in external demand and geopolitical risks still had an impact.

 

In Japan, although there was a recovery in business activity and a pick-up in consumption amid continued policy support for economic recovery, labor shortages, rising raw material prices, and soaring energy costs remained challenges to economic activity.

 

As a result, net sales for the fiscal year under review were 24,373,722 thousand yen (decreased by 4.8% year-on-year), operating income was 221,228 thousand yen (decreased by 6.4% year-on-year), and ordinary income was 24,506 thousand yen (decreased by 92.5% year-on-year).

 

Based on the consumption tax audit (survey period: July 2018~December 2021), the Company received a decision to correct the main consumption tax in July 2023 and a decision to levy an additional tax for underpayment and heavy additional tax, and has made partial payments under the approval of deferment of realization, which were paid in full in the current fiscal year.

 

(2) Status of funding

 

In order to allocate the loan to working capital, the Company has established a loan limit of 7,850,000,000 yen through a syndicated loan led by The Bank of Mitsubishi UFJ, Ltd. and Mizuho Bank, Ltd. The outstanding amount of loans executed at the end of the fiscal year under this contract was 7,850,000,000 yen.

 

The Company has secured financing of 200,000,000 yen from Resona Bank in order to convert the equipment loan of 200,000,000 yen from Resona Marchant Bank Asia Limited (Singapore), which was borrowed by our subsidiary, Tokyo Lifestyle Limited (Hong Kong), into an intra-group loan.

 


 

(3) Changes in the status of assets and profits and losses

 

(Unit: 1,000 yen)

 

Period\division   16th period
Fiscal Year Ended March 2022
    17th period
Fiscal Year Ended March 2023
    18th period
Fiscal Year Ended March 2024
    19th period
Fiscal Year Ended March 2025
 
Sales     25,655,250       21,667,575       25,615,177       24,373,722  
Ordinary Income     486,715       192,962       328,353       24,506  
Net Income     192,523       △884,219       216,417       △90,736  
Net income per share (yen)     5       △24       5       △2  
Total Assets     14,860,428       22,505,180       21,054,009       18,704,887  
Net Worth     5,628,047       4,701,910       5,701,950       5,615,656  

 

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 system

 

In order to prevent the recurrence of problems such as corrections related to inadequate consumption tax procedures, we will position the strengthening of our internal control system as a top management issue and strive to build a governance system.

 

Restructuring of business model with an eye on the after-corona

 

In Japan, we will restructure our business model with the highest priority on improving profit margins, such as reviewing unprofitable stores and reviewing the products handled in our e-commerce business, and overseas, we will develop our own dedicated apps, make full-scale expansion into Southeast Asia, and start full-scale operation of our own warehouses overseas.

 

In order to overcome the above issues, we will make diligent efforts as a company. I would like to ask all of our shareholders for their continued guidance and encouragement.

 

(5) Principal Businesses (as of March 31, 2025)

 

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

 

- 2 -


 

The names and locations of domestic drugstores are as follows

 

Store Name   location   Store Name   location
Nishikasai Yokohama Chinatown   Edogawa-ku, Tokyo Yokohama City,Kanagawa   Koshigaya-Ryutsudanchi Quiz Gate Urawa Nishikawaguchi   Koshigaya City,Saitama Urawa City,Saitama Kawaguchi City,Saitama

 

Note: 1. The Shinbashi store was closed as of February 2025.

 

(7) Status of employees (as of March 31, 2025)

 

Number of Employees   Change from the end of the previous fiscal year   Average age   Average length of service
95   -18   41 years and 2 months old   4 years 3 months

 

Note: The number of employees includes part-time workers (43).

 

(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, 2025)

 

Commitment Line Agreement

 

(Unit: 1,000 yen)

 

Loans   Outstanding Balance  
Mizuho Bank, Ltd.     1,550,000  
MUFG Bank, Ltd.     1,300,000  
Resona Bank, Inc.     943,396  
Sumitomo Mitsui Banking Corporation, Ltd.     849,056  

 

Note: 1. In order 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 7,850,000,000 yen.

 

2. Status of Stocks (as of March 31, 2025)

 

Total number of shares authorized: 100,000,000 shares

 

Total number of shares issued: 42,327,806 shares

 

Number of shareholders: 3

 

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).

 

- 3 -


 

3. Matters Concerning the Company’s Stock Acquisition Rights, etc. (as of March 31, 2025) 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

 

Total number of stock acquisition rights: 300,000 units

 

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.

 

Amount paid for stock acquisition rights

 

US$0.01 divided by the number of Stock Acquisition Rights offered

 

Value of assets invested in the exercise of stock acquisition rights

 

US$4.80 per common stock

 

Period for exercising stock acquisition rights

 

From July 6, 2022 to January 7, 2027

 

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 as a result 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.

 

Allottee of Stock Acquisition Rights - Univest Securities, LLC

 

(2) 2nd Series of Stock Acquisition Rights

 

Total number of stock acquisition rights: 5,862,552

 

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.

 

Amount paid for stock acquisition rights

 

No payment required

 

Value of assets invested in the exercise of stock acquisition rights

 

US$0.27391 per common stock

 

Period for exercising stock acquisition rights

 

From January 30, 2024 to July 30, 2029

 

- 4 -


 

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 as a result 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.

 

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, 2025)

 

(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   Tadao Iwamatsu    
Corporate Auditor   Keiichi Kimura   Administrative scrivener
Corporate Auditor   Junji Sato   Dinner Bank Co., Ltd. Employee

 

Note: 1. Directors Tetsuya Sato and Yoji Takenaka are outside directors as defined in Article 2, Item 15 of the Companies Act.
2. Corporate Auditors Keiichi Kimura and Junji Sato are Outside Corporate Auditors as stipulated in Article 2, Item 16 of the Companies Act.

 

- 5 -


 

(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     52,050       52,050              
(Outside Directors)   (2 persons)     (7,200     (7,200     (—     (—
Corporate Auditor   3 persons     9,600       9,600              
(Outside Corporate Auditors)   (2 persons)     (3,600     (3,600     (—     (—
Total   7 persons     61,650       61,650              
(Outside Officers)   (4 persons)     (10,800     (10,800     (—     (—

 

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 member was resolved to be 30,000,000 yen per year at the Extraordinary General Meeting of Shareholders held on October 19, 2021.

 

5. Status of Accounting Auditors (as of March 31, 2025)

 

(1) Name

 

Sakurazaka Audit Corporation

 

(2) Amount of remuneration, etc.

 

Amount of remuneration, etc. related to the work stipulated in Article 2, Paragraph 1 of the Certified Public Accountant Act (Act No. 103 of 1948): 14,300,000 yen

 

The Board of Corporate Auditors made a decision to agree to the remuneration, etc. of the accounting auditor after necessary verification of the appropriateness of the content of the audit plan of the accounting auditor, the performance of duties of the accounting audit, and the basis for calculation of the remuneration estimate .

 

(3) Policy for Determining the Dismissal or Non-Reappointment of the Accounting Auditor If the Board of Corporate Auditors determines that there is a hindrance to the execution of the duties of the Accounting Auditor or that it is necessary, the Board of Corporate

 

Auditors shall decide the content of the proposal regarding the dismissal or non- reappointment of the Accounting Auditor to be submitted to the General Meeting of Shareholders.

 

6. System to ensure the appropriateness of business operations (as of March 31, 2025)

 

(1) System to ensure that the execution of duties by directors and employees complies with laws and regulations and the Articles of Incorporation

 

Directors of the Company and its subsidiaries shall comply with laws and regulations and the Articles of Incorporation and promote the establishment of a compliance system.

 

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.

 

- 6 -


 

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.

 

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 in the event that 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

 

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.

 

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

 

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.

 

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.

 

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

 

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.

 

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.

 

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.

 

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.

 

- 7 -


 

(5) System to ensure the appropriateness of business operations of the corporate group consisting of the Company and its subsidiaries

 

In order to ensure the appropriateness of 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 the duties of the Corporate Auditors shall be assigned to assist the Corporate Auditors when requested, and the consent of the Board of Corporate Auditors 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

 

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.

 

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.

 

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.

 

Corporate Auditors and Representative Director shall hold regular meetings to exchange opinions in order to promote mutual communication.

 

(8) To ensure that persons 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.

 

(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 an 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 In order 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 as a whole to respond promptly, and to thoroughly educate employees.

 

7. 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.

 

- 8 -


 

Financial statements

 

Balance Sheet

As of March 31, 2025

 

(Unit: 1,000 yen)

 

Assets     Liabilities  
Subject   Amount     Subject   Amount  
liquid assets     12,532,187     Current liabilities     11,574,389  
Cash & Deposits     509,038     accounts payable     2,851,320  
Accounts Receivable     10,986,467     Short-term borrowings     8,050,000  
Products     261,852     Long-term loans to be repaid within one year     256,163  
Previous Payment     183,064     Payables     181,511  
For prepayment     15,230     Accrued expenses     3,885  
Short-term loans     200,000     Deposit     3,993  
Reimbursement     15,175     Down payment     131,643  
Unearned money     2,045     Advance Payments     30,000  
Accrued refundable corporate tax, etc.     251,785     Accrued corporate taxes, etc.     2,263  
Accrued refundable consumption tax, etc.     218,977     Accrued consumption tax, etc.     14,970  
Allowance for Bad Debts   111,450     Bonus allowance     3,087  
fixed asset     6,144,522     Point Allowance     421  
Property, plant and equipment     997,422     Contractual liabilities     6,854  
building     409,595     Short-term lease obligations     23,622  
Facilities attached to the building     359,276     Asset retirement obligations     14,651  
structure     32,204     Fixed liabilities     1,514,841  
Vehicle transport equipment     9,090     Long-term borrowings     762,515  
Tools, Equipment, and Fixtures     115,511     Deposit     16,450  
Tangible Leased Assets     138,268     Long-term payables     87,626  
land     340,148     Long-term lease obligations     17,870  
Accumulated depreciation   384,803     Deferred tax liabilities     518,173  
Cumulative Impairment Loss   21,869     Provision for retirement benefits     37,005  
Intangible Assets     272,406     Asset retirement obligations     75,200  
Intangible Leased Assets     11,728     Total Debt     13,089,231  
software     260,677     Net Worth Sections        
Investments and Other Assets     4,874,693     subject   amount of money  
Investment     2,010     Shareholders’ Equity     5,615,644  
deposit     85,518     Paid-in Capital     10,000  
deposit     107,805     Capital surplus     3,655,033  
Insurance Reserve Fund     25,306     Capital Reserve     3,655,033  
Recycling Deposits     8     Retained earnings     1,950,611  
Long-term upfront costs     3,538     Other retained earnings     1,950,611  
Long-term unearned income     1,623,183     Retained earnings carried forward     1,950,611  
Shares of affiliated companies     682,673     Stock Acquisition Rights     11  
Long-term accounts receivable     2,384,639              
Allowance for bad debts   39,990              
Deferred assets     28,177              
Share Grant Costs     28,177     Total Net Worth     5,615,656  
Total Assets     18,704,887     Total liabilities and net assets     18,704,887  

 

- 9 -


 

Statement of income

 

From April 1, 2024

To Mar 31, 2025

 

(Unit: 1,000 yen)

 

Discipline   Amount  
Sales             24,373,722  
Cost of goods sold             22,125,226  
Gross profit             2,248,495  
Selling, general and administrative expenses             2,027,267  
Operating Profit             221,228  
Non-operating income                
Interest Income and Dividends     7,636          
Miscellaneous Income     32,286       39,923  
Non-operating expenses                
Interest expense     155,460          
Deferred asset amortization     15,369          
Foreign exchange loss     7,407          
Loan fees     57,949          
Miscellaneous Loss     457       236,645  
Ordinary Income             24,506  
Special Profits                
Gain on sale of fixed assets     5,439          
Amount of refunds of consumption tax in previous years     594,759       600,199  
Extraordinary Loss                
Loss on sale of fixed assets     545          
Impairment loss     21,869          
Adjustment of damage compensation     807,722       830,137  
Net income before income taxes           205,431  
Corporate Tax, Resident Tax and Business Tax   247,258          
Adjustment of Corporate Income Taxes     132,563     114,694  
Net Income           90,736  

 

- 10 -


 

Statement of Changes in net assets

 

From April 1, 2024

To March 31, 2025

 

(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 Net Worth  
April 1, 2024 balance     1,955,786       1,704,804       1,704,804       2,041,348       2,041,348       5,701,939       11       5,701,950  
Fluctuations during the fiscal year   1,945,786       1,950,229       1,950,229       -       -       4,442       -       4,442  
 Net Income     -       -       -     90,736     90,736     90,736       -     90,736  
Items other than shareholders’ equity During the fiscal year Variable Amount (Net)     -       -       -       -       -       -       -       -  
During the fiscal year Total Variable Amount   1,945,786       1,950,229       1,950,229     90,736     90,736     86,294       -     86,294  
March 31, 2025 balance     10,000       3,655,033       3,655,033       1,950,611       1,950,611       5,615,644       11       5,615,656  

 

 

- 11 -


 

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

 

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

 

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

 

In order to prepare for losses due to bad debts, we record the expected amount 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

 

In order 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.

 

- 12 -


 

Provision for retirement benefits

 

In order 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.

 

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 is related to the 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.

 

- 13 -


 

2. Notes on Revenue Recognition

 

(1) Decomposition of earnings

 

The Company is engaged in the wholesaling, retailing, and e-commerce businesses for domestic and overseas markets, and the main types of goods or services in each business are daily necessities, cosmetics, and pharmaceuticals.

 

Sales of each business Domestic wholesale 7,443,437 thousand yen
  Domestic e-commerce 775,414 thousand yen
  Domestic retail 1,260,403 thousand yen
  Overseas wholesale 14,894,467 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 the “Notes on Important Accounting Policies.”

 

3. Notes on the Balance Sheet

 

(1) Assets provided as collateral and liabilities related to collateral

 

Assets used as collateral Land 340,148 thousand yen
  Building 370,888 thousand yen
  Total 711,037 thousand yen

 

Debt related to collateral Long-term borrowing 630,000 thousand yen

 

(2) Monetary claims and liabilities to affiliated companies

 

  Accounts receivable 1,293,419 thousand yen
  Short-term loan 200,000 thousand yen
  Unearned income 181 thousand yen
  Accounts payable 1,905 thousand yen
  Payable 2,065 thousand yen

 

(3) Financial obligations to directors Payable 1,543 thousand yen

 

- 14 -


 

(4) Guarantee obligation

 

We provide guarantees for borrowing obligations from financial institutions of other companies.

 

Tokyo Lifestyle Limited   12,500 thousand yen
Total debt guarantee balance   12,500 thousand yen

 

4. Notes on the Income Statement

 

Turnover with affiliated companies  
Turnover by operating transactions  
Net sales 2,893,569 thousand yen
Purchase amount 1,105,174 thousand yen
Selling, general and administrative expenses 175,664 thousand yen
Turnover of non-business transactions 135,559 thousand yen

 

5. Notes on the Statement of Changes in Shareholders’ Equity

 

Type and total number of shares issued as of the end of the current fiscal year

 

Common stock 42,327,806 shares

 

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

 

- 15 -


 

6. Notes on Tax Effect Accounting

 

(1) Breakdown of deferred tax assets and liabilities by major causes

 

(Deferred Tax Assets)    
Paid Business Establishment Tax   271 thousand yen
Allowance for bad debts   10,771 thousand yen
Bonus allowance   1,068 thousand yen
Point Allowance   145 thousand yen
Commodity Valuation Loss   6,620 thousand yen
Asset retirement obligations   31,079 thousand yen
Cumulative Impairment Loss   5,861 thousand yen
Provision for retirement benefits   12,800 thousand yen
Deferred tax asset subtotal   68,618 thousand yen
Valuation allowance   -49,582 thousand yen
Total deferred tax assets   19,035 thousand yen
(Deferred Tax Liabilities)    
Retirement costs corresponding to asset retirement obligations   -12,414 thousand yen
Input tax   -98,041 thousand yen
Damages Received   -426,752 thousand yen
Total deferred tax liabilities   -537,208 thousand yen
Net deferred tax liabilities   -518,173 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.

 

As a result of becoming a corporation exempt from external standard taxation, the statutory effective tax rate has been changed from 30.62% to 34.59% for deferred tax assets and deferred tax liabilities related to temporary differences, etc., which are expected to be resolved in the following fiscal year or later. As a result of this change, deferred tax liabilities (minus the amount of deferred tax assets) increased by 59,390 thousand yen for the fiscal year under review, and the amount of 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, 2025 (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.

 

- 16 -


 

(Unit: 1,000 yen)

 

    Amount recorded on the balance sheet (*1)     Market price(*1)     Difference  
Long-term borrowings (*2)     (1,018,679 )     (1,016,848 )     1,830  

 

(*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) Subsidiaries and affiliates

 

(Unit: 1,000 yen)

 

kind   Name of company, etc.   Voting rights, etc. Ownership Percentage   Details of the transaction   Trading Subjects   Transaction Amount     subject   Balance at the end of the period  
            Purchasing goods   Purchase Quantity     4,576              
            Selling products   sales     1,699,616              
subsidiary   Tokyo Lifestyle Limited   Owned Directly   Directly managed store operating expenses   Selling, general and administrative expenses     168,397     accounts receivable     1,216,715  
        100%   Trademark fees and secondment fees   Miscellaneous Income     10,541     Short-term loans     200,000  
            Money Loans   Interest Income     7,593     Guarantee Obligation (*Note 2)     12,500  
            Cancellation of previous year’s damages   Compensation Adjustment     116,296              

 

Transaction conditions and policy for determining transaction conditions, etc.

 

(Note 1) Prices and other terms and conditions are determined through price negotiations, etc., taking into account market performance.

 

(Note 2) We provide debt guarantees for loans from financial institutions. In addition, the guarantee fee from the subsidiary

 

We do not give or receive.

 

- 17 -


 

(2) Officers, individuals, and major shareholders

 

(Unit: 1,000 yen)

 

kind   Name of company, etc.   Voting rights, etc. Ownership Percentage   Details of the transaction   Trading Subjects   Transaction Amount     subject   Balance at the end of the period  
Officers and their immediate family members           Purchasing goods   Purchase Quantity     1,100,597     accounts receivable     15  
Majority of voting rights   Dinner Bank corporation   without   Selling products   sales     1,193,952     Unearned money     71  
Owning companies, etc.           Rent, etc.   Selling, general and administrative expenses     7,267     accounts payable     1,905  
            Secondment Costs   Miscellaneous Income     1,127     Payables     1,565  

 

Transaction conditions and policy for determining transaction conditions, etc.

 

(Note) Prices and other terms and conditions are determined through price negotiations, etc., taking into account market performance.

 

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.

 

10.1 Notes on Per Share Information

 

(1) Net assets per share 132.67 yen
(2) Net income per share -2.14 yen

 

11. MISCELLANEOUS NOTES

 

The listed amount is rounded down to the nearest 1,000 yen.

 

- 18 -


 

Appendix

 

From April 1, 2024

 

To March 31, 2025

 

1. Itemization of property, plant and equipment and intangible assets (including depreciation expenses recorded on investments and other assets)

 

(Unit: 1,000 yen)

 

 division 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
  Building 381,947 - - 11,059 370,888 - 38,706 409,595
          50,210        
  Facilities attached to the building 256,601 - 973   205,416 21,079 132,780 359,276
Solid Capital Production         (21,079)        
  structure 27,440 - - 1,938 25,501 - 6,703 32,204
  Vehicle transport equipment 921 - 0 263 657 - 8,433 9,090
  Tools, Equipment, and Fixtures 44,730 - - 13,392 31,338   84,172 115,511
land 340,148 - - - 340,148 - - 340,148
Tangible Leased Assets 39,009 - - 15,538
(789)
23,471 789 114,008 138,268
Total   1,090,799   -   973 92,403
(21,869)
  997,422   21,869   384,803   14,04,096
Intangible fixed asset Intangible Leased Assets 19,643 - - 7,915 11,728  
software 279,297 - - 18,619 260,677
Total 298,941 - - 26,535 272,406
  Investments & Others Capital Long-term upfront costs 5,596 388 2,151 294 3,538
Total 5,596 388 2,151 294 3,538

 

- 19 -


 

(Note) The figures in parentheses in the “Depreciation and Amortization for the Current Period” column are the amounts recorded for impairment losses for the current fiscal year.

 

2. Statement of Allowance

(Unit: 1,000 yen)

 

Discipline   Period Length Remaining High     Increments for the current fiscal year     Reduction in the current period     End of Period Remaining High  
Allowance for bad debts     284,260               132,820       151,440  
Bonus allowance     8,961       3,087       8,961       3,087  
Point Allowance     734       421       734       421  
Provision for retirement benefits     35,744       12,516       11,255       37,005  

 

3. Breakdown of selling, general and administrative expenses

 

(Unit: 1,000 yen)

 

Discipline   Remaining
Height
    Description  
Advertising Expenses     2,106                    
Sales promotion expenses     8,310          
Packing Charges     266,519          
Amount of point provision     △312          
Product inventory disposal loss     1,071          
Officer Remuneration     61,650          
Salary allowance     319,894          
Provision for bonuses     3,438          
Statutory Benefits     55,331          
Benefit Expenses     1,087          
Depreciation     97,068          
Repair Costs     48          
Hygiene costs     1,962          
Consumables Costs     12,336          
Utilities     15,004          
Travel Expenses     62,936          
Transportation     927,597          
Expenses commission Taxes and dues     11,330          
Entertainment expenses     42,646          
Insurance Premiums     17,313          
Communication Costs     4,350          
Membership Fees     311          
Cost of Vehicles     2,010          
Provision for bad debts     △25,420          
Lease Fee     7,235          
Ground rent     135,640          
Advisory Fees     9,500          
Meeting Fees     291          
Donations     200          
incidentals     354          
Retirement benefit costs     12,516          
Long-term upfront expense amortization     294          
Difference in performance     △27,358          
Total selling, general and administrative expenses     2,027,267          

 

- 20 -