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 2024

Commission File Number: 001-41181

_______________

Yoshitsu 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 Annual General Meeting of Shareholders of Yoshitsu Co., Ltd for Fiscal Year 2023

In accordance with the rules and regulations of the Japanese Companies Act, Yoshitsu 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 18th Annual General Meeting to be held in Tokyo, Japan on June 27, 2024. A complete copy of the notice and the form of proxy card are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

Exhibit 99.1 and Exhibit 99.2 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

SIGNATURES

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.

 

Yoshitsu Co., Ltd

Date: June 13, 2024

 

By:

 

/s/ Mei Kanayama

   

Name:

 

Mei Kanayama

   

Title:

 

Representative Director and Director
(Principal Executive Officer)

2

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, 2024

Dear Shareholders,

Harumi Building, 2-5-9 Kotobashi,
Sumida-ku, Tokyo, 130-0022, Japan
Yoshitsu Co., Ltd.
Representative Director and Director
(Principal Executive Officer)
Mei Kanayama

Notice of the 18th Regular Shareholders’ Meeting

We sincerely appreciate your continued support and kind attention. We would like to inform you that our 18th Regular Shareholders’ Meeting will be held as scheduled below. We kindly request your attendance at the meeting:

Please note that if you are unable to attend the meeting, you have the option to exercise your voting rights by submitting a written form. We kindly ask you to review the enclosed Shareholders’ Meeting Reference Documents and indicate your approval or disapproval of the enclosed voting form. Please ensure the form arrives by Wednesday, June 26, 2024, at 4:30 PM.

1.      Date and Time: Thursday, June 27, 2024, at 11:00 AM (Registration starts at 10:00 AM)

2.      Address: 5th Floor, Harumi Building, 2-5-9 Kotohashi, Sumida-ku, Tokyo, Japan

3.      Agenda Items

 

Report Items:

 

The matter of the business report for the 18th fiscal year (from April 1, 2023 to March 31, 2024) and the financial statements report

   

Proposal:

 

Reduction in the amount of capital stock

When attending on the day, we kindly ask that you bring the enclosed notice of convocation, accompanying documents, and reference materials for the shareholders’ meeting. Please also submit the enclosed voting rights exercise form to the reception desk at the venue. Your cooperation is greatly appreciated.

1

Shareholders’ Meeting Reference Documents

1.      Agenda Items and Reference Items

Agenda Item:    Reduction in the amount of capital stock

In order to unify the duplicated audits of auditing firms in Japan and the U.S. and to enable the Company to receive subsidies and other programs that are in line with the Company’s actual situation, the Company proposes to reduce its capital stock to 99,000,000 yen and increase its capital reserve to 3,561,590,981 yen, pursuant to Article 447, Paragraph 1, of the Companies Act.

The schedule for the capital reduction and the contents of the public notice in the official gazette, etc., are as follows.

(1)    Schedule for capital reduction

5/21            Board of Directors Resolution

6/12            Notice of General Meeting of Shareholders

6/12-7/14    Public notice to creditors (Official Gazette + Electronic)

6/27            General meeting of shareholders resolution

7/15            Reduction of capital takes effect

(2)    Proposed contents of public notice

Public notice of reduction of capital stock

The Company has decided to reduce the amount of capital stock by 1,856,786,684 yen to 99,000,000 yen.

All of the 1,856,786,684 yen of capital to be reduced will be designated as additional paid-in capital reserve. The effective date is July 15, 2024, and the resolution of the general meeting of shareholders is scheduled for June 27, 2024. Creditors who object to this decision are requested to file their objections within one month from the day following the publication of this notice.

The disclosure status of the final balance sheet is as follows.
https://www.ystbek.co.jp/ir_financial_results-archive/

June 12, 2024
5-9, Koto-bashi 2-chome, Sumida-ku, Tokyo
Yoshitsu Co.Ltd.
Mei Kanayama, Representative Director

2

Business Report

From April 1, 2023
To March 31, 2024

1.      Current status of the Company

(1)    Business progress and results

During the fiscal year under review, the global economy recovered as the COVID-19 pandemic subsided at the beginning of the year, economic activity as a whole became more normal, and consumption increased mainly in the United States on the back of rising real wages.

On the other hand, in China, the pace of recovery in production and consumption has been moderate, mainly due to the slump in the real estate market, and the inflation rate has been hovering around 0%, indicating that the economic recovery has stalled.

In Japan, while the corporate sector, including business conditions and profits, has been brisk, this has not been sufficiently linked to wages and investment, and domestic demand has been lacking in strength.

As a result, net sales for the fiscal year under review were 25,615,177,000 yen (up 18.2% year on year), operating income was 305,058,000 yen (down 37.0% year on year), and ordinary income was 397,134,000 yen (up 105.8% year on year).

(2)    Status of Funding

j      The Company has established a borrowing line of 7,850,000,000 yen for working capital through syndicated loans managed by MUFG Bank, Ltd. and Mizuho Bank, Ltd. The outstanding amount of borrowings executed under this agreement at the end of the fiscal year under review was 7,850,000,000 yen, and the amount of reduction from the previous fiscal year was 200,000,000 yen.

k      The Company has raised funds of 591,625,000 yen mainly for capital investment through the issuance of American Depositary Shares in the NASDAQ market.

l      The Company has raised funds of 200,000,000 yen from Resona Bank to make a parent-child loan of 200,000,000 yen from Resona Marchant Bank Asia Limited (Singapore), a subsidiary of Tokyo Lifestyle Limited (Hong Kong).

(3)    Status of Significant Organizational Restructuring

The Company transferred all shares of its subsidiary Kaikakokusai Co., Ltd. on June 30, 2023.

(4)    Trend in Assets and Profits/Losses

(thousands of yen)

By Period Segment

 

FY 15 FY
ended
March 2021

 

FY 16 FY
ended
March 2022

 

FY 17 FY
ended
March 2023

 

FY 18 FY
ended
March 2024

Sales

 

23,480,468

 

25,655,250

 

21,667,575

 

25,615,177

Ordinary profit

 

936,477

 

486,715

 

192,962

 

397,134

Net income

 

556,209

 

192,523

 

884,219

 

216,417

Net income per share (yen)

 

5,984

 

5

 

24

 

5

Total assets

 

12,394,392

 

14,860,428

 

22,505,180

 

21,054,009

Net assets

 

2,583,847

 

5,628,047

 

4,701,910

 

5,701,950

____________

(Note)     Net income per share is calculated based on the total number of shares outstanding at the end of the period.

3

(5)    Issues to be Addressed by the Company

The business and financial issues to be addressed by the Company are as follows.

        Improvement and Stabilization of Internal Control System

In order to prevent the recurrence of issues such as the collection of fines associated with inadequacies in consumption tax procedures, the Company has positioned the strengthening of internal control system as a top management issue and will work to build a governance system.

        Restructuring of the business model with an eye toward the post-COVID-19 era

In Japan, the Company will reexamine unprofitable stores and the products handled in the e-commerce business, and in overseas markets, the Company will restructure its business model with a top priority on improving profit margins, such as the development of in-house apps, full-scale expansion into Southeast Asia, and full-scale operation of its overseas warehouses.

The Company will make all-out efforts to overcome the above issues. We look forward to your continued support and encouragement.

(6)    Main Business (as of March 31, 2024)

Operation of Drug Store Stores in Japan

Operation and Management of E-Commerce in Japan

Domestic and overseas (including trading) Wholesale

(7)    Main Offices and Stores

Head Office

 

Harumi Building 2-5-9 Kotobashi, Sumida-ku, Tokyo

Saitama Center

 

3-1-5 Ryutsudanchi, Koshigaya-shi, Saitama

Office of the Subsidiary

Trade Name

 

Address

Tokyo Lifestyle Limited

 

Unit 11, 12/F., Wing On Plaza, No.62 Mody Road, Tsim Sha Tsui East, Kowloon

____________

(Note)     All shares of Kaikakokusai Co., Ltd. were transferred on June 30, 2023, and the Company is not a subsidiary.

The names and addresses of domestic drugstores are as follows:

Store name

 

Address

 

Store name

 

Address

Shinbashi Store Nishikasai Store Yokohama Chinatown Store

 

Minato-ku, Tokyo
Edogawa-ku, Tokyo
Yokohama, Kanagawa

 

Koshigaya-Ryutsudanchi
Quiz Gate Urawa
Nishikawaguchi

 

Koshigaya-city, Saitama Saitama-city, Saitama Kawaguchi City, Saitama

____________

(Note)     The Kameido store and Hakuba store closed in December 1.2023 and March 2024, respectively.

(Note)     The Hirai and Kamata stores were switched to franchise stores operated by another company in June 2.2023.

(Note)     The Nishi-Kasai store was switched to franchise stores operated by the Company in September 3.2023.

(8)    Employees (as of March 31, 2024)

Number of employees

 

Change from end of
previous fiscal year

 

Average age

 

Average length
of service

113 persons

 

33 persons

 

38 years 2 months

 

3 years 10 months

____________

(Note)     The number of employees includes 77 part-time employees.

4

(9)    Significant Subsidiaries

Company Name

 

Address

 

Capital

 

Business

 

Investment
ratio

Tokyo Lifestyle Limited

 

Hong Kong

 

HK$1,000,000

 

Wholesale & Retail

 

100%

____________

(Note)     All shares of Kaikakokusai Co., Ltd. were transferred on June 30, 2023.

(10)  Major Lenders and Borrowings (as of March 31, 2024)

j      Commitment Line Agreement

(thousands of yen)

Borrowings

 

Outstanding
borrowings

Mizuho Bank, Ltd.

 

1,550,000

MUFG Bank, Ltd.

 

1,300,000

Resona Bank, Ltd.

 

943,396

Sumitomo Mitsui Banking Corporation

 

849,056

____________

(Note) 1.      The Company has concluded a commitment line agreement with a maximum borrowing amount of 7,850,000,000 yen for stable and efficient procurement of working capital. This agreement is a syndicated loan and consists of cofinancing from a total of 17 banks managed by MUFG Bank, Ltd. and Mizuho Bank, Ltd.

(Note) 2.      Outstanding borrowings at the end of the fiscal year under review under this agreement are 7,850,000,000 yen.

2.      Status of shares (as of March 31, 2024)

 

j

 

Total number of shares authorized

 

100,000,000 shares

   

k

 

Total number of shares issued

 

42,220,206 shares

   

l

 

Number of shareholders

 

6

   

m

 

Major shareholders

   

Shareholder name

 

Number of
shares held

 

Percentage of
shares held

THE BANK OF NEW YORK MELLON

 

17,565,366 shares

 

41.60

%

Tokushin Goudou Kaisha

 

12,975,050 shares

 

30.73

%

Mei Kanayama

 

7,216,436 shares

 

17.09

%

Prometheus Capital Fund

 

2,063,300 shares

 

4.89

%

Shintenka Trading Development Co., Ltd.

 

1,800,000 shares

 

4.26

%

SHUR Co., Ltd.

 

600,054 shares

 

1.43

%

____________

(Note)     THE BANK OF NEW YORK MELLON is a depository receipt company that issues American Depository Receipts (ADR).

3.      Matters regarding stock acquisition rights, etc. of the company (as of March 31, 2024)

The total number of stock acquisition rights, etc. at the end of the fiscal year under review is as follows.

(1)    1st series stock acquisition rights

j      Total number of stock acquisition rights 300,000

k      Class and number of shares to be issued upon exercise of the stock acquisition rights

300,000 shares of common stock of the Company represented by the American Depositary Shares in the United States

l      Amount to be paid in for the stock acquisition rights

US $0.01 divided by the number of the stock acquisition rights offered

5

m      Value of assets to be contributed upon exercise of the stock acquisition rights

(i)     US $4.80 per share of common stock

n      Exercise period of the stock acquisition rights

From July 6, 2022 to January 7, 2027

o      Capital stock and capital surplus to be increased upon the issuance of shares upon the exercise of the stock acquisition rights

1.      Amount of capital stock to be increased upon the exercise of the stock acquisition rights

The amount shall be 1/2 of the Maximum Amount of Increase in Stated Capital calculated in accordance with Article 17, Paragraph 1 of the Ordinance on Corporate Accounting. Any fraction less than 1 yen arising as a result of the calculation shall be rounded up.

2.      Amount of Capital Surplus to be Increased by Exercise of Stock Acquisition Rights

The amount shall be the Maximum Amount of Increase in Stated Capital calculated in accordance with Article 17, Paragraph 1 of the Ordinance on Corporate Accounting less the amount of increase in stated capital.

p      Allottee of Stock Acquisition Rights Univest Securities, LLC

(2)    2nd Series of Stock Acquisition Rights

j      Total Number of Stock Acquisition Rights 5,970,152

k      Class and Number of Shares Subject to Stock Acquisition Rights

5,970,152 shares of the Company’s common stock represented by American Depositary Shares in the United States

l      Amount to be Paid in for Stock Acquisition Rights

No Payment Required

m      Value of assets to be contributed upon exercise of stock acquisition rights

(i) US $0.67 per share of common stock

n      Exercise period of stock acquisition rights

From January 30, 2024 to July 30, 2029

o      Capital stock and capital surplus to be increased upon the issuance of shares upon the exercise of stock acquisition rights

1.      Amount of capital stock to be increased upon the exercise of stock acquisition rights

The amount shall be 1/2 of the maximum amount of increase in capital stock, etc., calculated in accordance with Article 17, Paragraph 1 of the Rules of Corporate Accounting. Any fraction of less than 1 yen arising as a result of the calculation shall be rounded up.

2.      Amount of capital surplus to be increased upon the exercise of stock acquisition rights

The amount shall be the maximum amount of increase in capital stock, etc., calculated in accordance with Article 17, Paragraph 1 of the Rules of Corporate Accounting, less the amount of capital stock to be increased.

6

p      Allottees of stock acquisition rights

Assigned to

 

Number of
Assigned

LIND GLOBAL FUND II LP

 

746,269 pieces

S.H.N. FINANCIAL INVESTMENTS LTD

 

746,269 pieces

L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND

 

746,269 pieces

ALTO OPPORTUNITY MASTER FUND,

 

746,269 pieces

INTRACOASTAL CAPITAL LLC

 

746,269 pieces

CVI Investments, By: Heights Capital Management, Inc.,

 

746,269 pieces

Hudson Bay Master Fund Ltd.

 

746,269 pieces

Empery Asset Master, LTD

 

414,861 pieces

Empery Tax Efficient, LP

 

147,466 pieces

Empery Tax Efficient III, LP

 

183,942 pieces

4.      Matters concerning corporate officers (as of March 31, 2024)

(1)    Status of Directors and Audit & Supervisory Board Members

Position

 

Name

 

Responsibilities and significant concurrent positions

President and Representative Director

 

Mei Kanayama

 

President & Chief Executive Officer

Director

 

Yoichiro Haga

 

Executive Officer, Administrative Department

Director

 

Tetsuya Sato

 

Director, RSK Co., Ltd. Executive Officer, MGB Co., Ltd.

Director

 

Yoji Takenaka

 

Lawyer

Auditor

 

Tadao Iwamatsu

 

None

Auditor

 

Keiichi Kimura

 

Administrative Scrivener Auditor, Palpitoh Co., Ltd.

Auditor

 

Junji Sato

 

Director, Seihinkokusai Co., Ltd.

____________

(Note)   1.    Directors Tetsuya Sato, Yoji Takenaka, are outside directors as stipulated in Article 2, Item 15 of the Companies Act.

2.    Corporate Auditors Keiichi Kimura and Junji Sato are outside auditors as stipulated in Article 2, Item 16 of the Companies Act.

3.    At the conclusion of the Ordinary General Meeting of Shareholders held on June 30, 2023, Mr. Sen Uehara and Mr. Yukihisa Kitamura resigned as Directors.

(2)    Total amount of compensation, etc. of officers for the fiscal year under review

(thousands of yen)

 

Number of members Number

 

Total
amount of
compensation

 

Total amount by type of compensation

Ward min

 

Monetary compensation

 

Performance-linked compensation

 

Non-monetary compensation

Directors
(including Outside

 

4

 

 

51,300

 

 

51,300

 

 

 

 

 

Directors)

 

(2

)

 

(7,800

)

 

(7,800

)

 

(—

)

 

(—

)

Corporate Auditors (including Outside Audit & Supervisory

 

3

 

 

9,600

 

 

9,600

 

 

 

 

 

Board Members)

 

(2

)

 

(3,600

)

 

(3,600

)

 

(—

)

 

(—

)

Total
(including Outside

 

7

 

 

60,900

 

 

60,900

 

 

 

 

 

Officers)

 

(4

)

 

(11,400

)

 

(11,400

)

 

(—

)

 

(—

)

____________

(Note)   1.    The maximum amount of compensation for Directors was resolved at the Ordinary General Meeting of Shareholders held on May 26, 2021 to be 150,000,000 yen per year.

2.    The maximum amount of compensation for Audit & Supervisory Board Members was resolved at the Extraordinary General Meeting of Shareholders held on October 19, 2021 to be 30,000,000 yen per year.

7

5.      Accounting Auditor (as of March 31, 2024)

(1)    Name

Shine Wing Japan LLC

(2)    Amount of Remuneration, etc.

The amount of remuneration, etc. pertaining to the services set forth in Article 2, paragraph (1) of the Certified Public Accountants Act (Act No. 103 of 1948): 10,000,000 yen

The board of company auditors shall calculate the content of the audit plan of the accounting auditor, the status of performance of accounting audit duties and remuneration estimates.

The Company made a judgment of agreement on the remuneration of the accounting auditor after conducting necessary verification on the appropriateness of the grounds, etc.

(3)    Policy for Determining the Dismissal and Non-Reappointment of the Accounting Auditor

If there is any impediment to the execution of duties by the Accounting Auditor, and if the Board of Corporate Auditors deems it necessary to do so, the Board of Corporate Auditors will decide the content of proposals 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, 2024)

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

j      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.

k      Directors of the Company and its subsidiaries shall develop a compliance system and manage and supervise the status of compliance in order to ensure that employees comply with laws and regulations and the Articles of Incorporation.

l      Audit & Supervisory Board Members shall investigate the status of the compliance system and whether there are any problems under laws and regulations and the Articles of Incorporation and report to the Board of Directors. The Board of Directors shall periodically review the compliance system and endeavor to identify and improve problems.

m      The Company has established rules concerning whistleblowing and will develop a whistleblowing system to promptly report and consult with directors and employees of the Company and its subsidiaries when they are found to have committed acts that are suspected of violating laws and regulations.

(2)    System for the Preservation and Management of Information Related to the Execution of Duties by Directors

j      Information related to the execution of duties by Directors shall be prepared and stored in accordance with laws and regulations and internal rules. It shall also be managed in a manner that is accessible to directors, corporate auditors and accounting auditors as necessary.

k      The status of the preparation, preservation and management of information related to the execution of duties by directors shall be audited by corporate auditors.

8

(3)    Regulations and other systems related to the management of risk of loss

j      The Company shall formulate the Basic Regulations on Risk Management as the basis of the risk management system for the entire Group and shall establish a risk management system in accordance with the Regulations. In addition, in the event of an unforeseen event, the Company shall establish a Crisis Management Committee chaired by the President and Representative Director, and shall prepare a system to prevent and minimize the expansion of damage by taking prompt action while receiving advice from corporate lawyers, etc.

k      Directors and employees shall organize the details of the business in charge of risk management in each division, identify, analyze and evaluate inherent risks, consider and implement appropriate measures, and periodically review the status of such risk management.

l      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 and improve problems.

(4)    System to Ensure the Efficient Execution of Duties by Directors

j      With the aim of enhancing corporate value, the Company shall conduct activities to achieve goals based on business plans formulated based on the Corporate Philosophy and manage the progress of such activities.

k      As the basis of the system to ensure the efficient execution of duties by Directors, the Company shall hold regular Board of Directors meetings (once a month) and extraordinary Board of Directors meetings as necessary.

l      The Company shall establish various internal rules, such as rules on division of duties and rules on authority and decision-making authority, to clarify the authority and responsibility of each officer and employee, and to establish a system for the appropriate and efficient execution of duties.

m      The Company shall supervise the establishment and operation of internal control systems at subsidiaries to maintain a balance between the efficient and prompt execution of duties by directors.

(5)    System for Ensuring the Appropriateness of Business in the Corporate Group Comprising the Company and Its Subsidiaries

In order to ensure the appropriateness of business in the entire Group, including subsidiaries, the Company shall strive to establish a compliance system for the entire Group.

(6)    System relating to employees who assist the duties of Audit & Supervisory Board Members, their independence from Directors, and matters relating to the effectiveness of instructions given to such employees

Employees who assist the duties of Audit & Supervisory Board Members shall be assigned when requested by Audit & Supervisory Board Members, and the approval of the Board of Audit & Supervisory Board Members shall be obtained for the transfer and evaluation of such employees.

(7)    System for Directors and employees to report to Audit & Supervisory Board Members, other systems relating to reporting to Audit & Supervisory Board Members, and other systems to ensure that audits by Audit & Supervisory Board Members are conducted effectively

j      Directors and employees of the Company and its subsidiaries shall immediately report to Audit & Supervisory Board Members of the Company if they discover any fact that may cause significant damage to the Company.

k      Corporate auditors attend important meetings of the Board of Directors, etc., and receive reports from directors, etc. of the Company and its subsidiaries on the status of the execution of their duties.

9

l      Corporate auditors may access important documents related to the execution of business, such as request forms, and request explanations from directors and employees of the Company and its subsidiaries.

m      Corporate auditors and representative directors shall hold meetings to exchange opinions on a regular basis to promote mutual communication.

(8)    To ensure that persons who report to Corporate Auditors are not treated unfavorably because of their reports System

The Company and its subsidiaries shall prohibit persons who report to Corporate Auditors from being treated unfavorably because of their reports to Corporate Auditors and shall ensure that such information is fully disseminated.

(9)    Procedures for advance payment or reimbursement of expenses incurred in the execution of duties by Corporate Auditors and other matters related to policies on the disposal of expenses or liabilities incurred in the execution of such duties

When Corporate Auditors request advance payment or reimbursement of expenses incurred in the execution of their duties

The Company shall promptly respond to such requests.

(10)  Basic Approach to Eliminating Anti-Social Forces and Development Status

In order to ensure sound corporate management, the Company has a basic policy of taking a resolute stance against anti-social forces.

The Company’s basic policy is to have no relationship with anti-social forces.

The General Affairs Department is the department in charge of dealing with anti-social forces, and the General Manager of the General Affairs Department is in charge. In addition, the Company works closely with legal counsel and external organizations such as the police and the National Federation of Special Violence Prevention Measures within the jurisdiction of the Metropolitan Police Department to develop a system that enables the entire organization to respond promptly and collect information, and to thoroughly educate employees.

7.      Overview of the Operating Status of the System to Ensure the Appropriateness of Business Operations

The Company develops a system to ensure the appropriateness of business operations, and continuously identifies and analyzes managerial risks at meetings such as the Board of Directors, and considers countermeasures. As a result, the Company reviews internal rules and operations as necessary to improve the effectiveness of the internal control system. In addition to audits by Audit & Supervisory Board Members, the Company has developed a system that enables Audit & Supervisory Board Members to monitor the status of business execution and risks related to compliance by attending important internal meetings. Furthermore, by conducting internal audits on a regular basis, the Company verifies whether daily business operations violate laws and regulations, the Articles of Incorporation, internal rules, etc.

10

Balance Sheet
As of March 31, 2024

(thousands of yen)

Assets

 

Liabilities

Account

 

Amount

 

Account

 

Amount

Current Assets

 

17,496,321

 

Current liabilities

 

13,832,401

Cash and deposits

 

301,324

 

Accounts payable

 

3,532,652

Sale Accounts Money

 

15,814,897

 

Short-term borrowings

 

8,050,000

Merchandise inventories

 

424,823

 

Current portion of long-term debt

 

209,679

Previous Delivered Money

 

1,794

 

Accounts payable

 

1,117,698

Prepaid expenses

 

295,359

 

Accrued expenses

 

6,979

Short-term loans receivable

 

200,000

 

Deposits received

 

4,020

Advances

 

1,172

 

Suspense receipts

 

10,288

Suspense payments

 

290,508

 

Accrued income taxes

 

595,828

Accounts receivable

 

10,820

 

Accrued consumption taxes

 

227,594

Accrued refund consumption taxes

 

314,730

 

Provision for bonuses

 

8,961

Allowance for doubtful accounts

 

159,110

 

Provision for points

 

734

Fixed assets

 

3,514,140

 

Contractual liabilities

 

6,926

Property, plant and equipment

 

1,090,799

 

Short-term lease obligations

 

31,650

Building

 

409,595

 

Asset retirement obligations

 

27,358

Buildings Accessories

 

388,793

 

Fixed liabilities

 

1,519,658

Structures

 

32,204

 

Long-term borrowings

 

809,000

Vehicle delivery equipment

 

14,190

 

Deposit

 

21,050

Tools, furniture and fixtures

 

118,514

 

Long-term accounts payable

 

135,714

Tangible lease assets

 

179,278

 

Long-term lease obligations

 

42,887

Land

 

340,148

 

Deferred tax liabilities

 

385,609

Accumulated depreciation

 

366,189

 

Accumulated impairment loss Asset retirement obligations Total liabilities

 

35,744

Total liabilities

 

25,737

 

Intangible fixed assets

 

89,653

Total liabilities

 

19,643

 

Total liabilities

 

15,352,059

             

Intangible lease assets

 

19,643

 

Net assets

             

Investments and other assets

 

2,403,697

 

Account

 

Amount

Capital

 

2,010

 

Shareholders’ equity

 

5,701,939

Deposit

 

87,130

 

Capital

 

1,955,786

Security deposit

 

134,814

 

Capital surplus

 

1,704,804

Insurance reserve

 

23,270

 

Capital reserve

 

1,704,804

Recycling deposit

 

18

 

Retained earnings

 

2,041,348

Long-term prepaid expenses

 

5,596

 

Other retained earnings

 

2,041,348

Long-term accounts receivable

 

1,775,934

 

Retained earnings brought forward

 

2,041,348

Bankrupt and unsecured claims

 

107,400

 

Stock acquisition rights

 

11

Shares of subsidiaries and associates

 

392,673

 

Total net assets

 

5,701,950

Allowance for doubtful accounts

 

125,150

 

Total liabilities and net assets

 

21,054,009

             

Deferred assets

 

43,547

       

Stock issuance expenses

 

43,547

       

Total assets

 

21,054,009

       

11

Statement of income
From April 1, 2023
To March 31, 2024

(thousands of yen)

Department Eye

 

Amount

Sales

     

25,615,177

Cost of sales

     

23,250,146

Gross profit

     

2,365,031

Selling, general and administrative expenses

     

2,059,972

Operating profit

     

305,058

Non-operating income

       

Interest and dividends income

 

724

   

Foreign exchange gains

 

106,565

   

Miscellaneous income

 

128,951

 

236,241

Non-operating expenses

       

Interest expense

 

108,363

   

Amortization of deferred assets

 

2,561

   

Loan fees

 

33,231

   

Casualty loss

 

8

 

144,165

Ordinary profit

 

 

 

397,134

Extraordinary profit

       

Gain on sales of fixed assets

 

112,101

   

Gain on sales of investment securities

 

4,999

 

117,101

Extraordinary losses

       

Loss on disposal of fixed assets

 

4,714

   

Impairment loss

 

25,737

 

30,452

Income before income taxes

 

 

 

483,784

Income taxes, inhabitants taxes and enterprise taxes

 

639,574

   

Income taxes

 

372,207

 

267,366

Net income

     

216,417

12

Statement of changes in net assets
From April 1, 2023 To March 31, 2024

(thousands of yen)

 

Shareholders’ equity

 

Stock acquisition rights

 

Total net assets

   

Capital

 

Capital surplus

 

Retained earnings

 

Total shareholders’ equity

 
           

Other retained earnings

     
   

Capital surplus

 

Total capital surplus

 

Retained earnings brought forward

 

Total retained earnings

 

April 1, 2023

 

1,659,974

 

1,408,991

 

1,408,991

 

1,632,933

 

1,632,933

 

4,701,898

 

11

 

4,701,910

Balance of errors due to corrections cumulative effects

 

 

 

 

191,997

 

191,997

 

191,997

 

 

191,997

After Retroactive Processing Balance at the Beginning of the Current Period

 

1,659,974

 

1,408,991

 

1,408,991

 

1,824,930

 

1,824,930

 

4,893,896

 

11

 

4,893,907

Changes during the Fiscal Year

 

295,812

 

295,812

 

295,812

 

 

 

591,625

 

 

591,625

Net income of items other than shareholders’ equity during the fiscal year

 

 

 

 

216,417

 

216,417

 

216,417

 

 

216,417

Net Changes

 

 

 

 

 

 

 

 

During the fiscal year
Total change
s

 

295,812

 

295,812

 

295,812

 

216,417

 

216,417

 

808,042

 

 

808,042

March 31, 2023 Balance

 

1,955,786

 

1,704,804

 

1,704,804

 

2,041,348

 

2,041,348

 

5,701,939

 

11

 

5,701,950

13

Notes to Individual Securities

1.      Notes to Significant Accounting Policies

(1)    Valuation Basis and Method of Securities

Shares of subsidiaries and affiliates Stated at cost by the moving-average method

(2)    Valuation basis and method of inventories

Stated at cost by the moving-average method

(Balance sheet values are calculated by devaluing book values due to a decline in profitability)

(3)    Depreciation method of fixed assets

j      Property, plant and equipment (excluding leased assets)

Declining-balance method, except for buildings (excluding attached facilities) acquired on or after April 1, 1998

Buildings attached facilities and structures acquired on or after April 1, 2016 are depreciated using the straight-line method.

The useful lives of major items are as follows:

Buildings

 

38 to 50 years

Attached facilities

 

3 to 18 years

Structures

 

10 to 30 years

Vehicle Deliverables

 

2 to 7 years

Tools, furniture and fixtures

 

2 to 20 years

k      Lease assets

Lease assets under finance lease transactions that do not transfer ownership

The straight-line method is used with the lease term as the useful life and the residual value as zero.

(4)    Provision for Allowance

j      Provision for doubtful accounts

To prepare for possible losses due to bad debts, the Company provides an estimated amount of uncollectible receivables based on the actual bad debt ratio for general receivables and the collectibility of specific receivables such as doubtful receivables.

k      Provision for bonuses

To prepare for the payment of bonuses to employees, the Company provides an estimated amount corresponding to the current fiscal year out of the estimated payment amount.

l      Provision for retirement benefits

To prepare for the payment of retirement benefits to employees, the Company provides an amount deemed to have accrued at the end of the current fiscal year based on the retirement benefit obligation at the end of the current fiscal year.

In addition, the retirement benefit obligation is calculated based on the amount required to be voluntarily paid at the end of the fiscal year under the provisions for retirement benefits.

The retirement benefit obligation is calculated based on the amount required to be voluntarily paid at the end of the fiscal year under the provisions for retirement benefits.

14

m      Provision for points

Of the Company’s points issued under the point system for sales promotion purposes, which are not attributable to sales

The Company records the amount expected to be used in the future based on the rate of actual use in the past.

(5)    Standards for recording revenues and expenses

The Company’s main business is the sale of cosmetics and household goods.

With respect to the sale of these products, the Company recognizes revenue at the time of delivery.

The Company judges that the customer has acquired control over the products at the time of delivery and that the performance obligation will be satisfied. Revenue is measured at the amount of consideration promised under the contract with the customer.

Returns, discounts and rebates are deducted from the consideration promised under the contract with the customer.

Consideration for the transaction is received within one year after fulfillment of the performance obligation.

(6)    Other important matters that form the basis for the preparation of non-consolidated financial statements

Accounting for consumption taxes

Accounting for consumption taxes is based on the tax exclusion method.

2.      Notes on revenue recognition

(1)    Breakdown of revenue

The Company engages in wholesale and retail businesses and e-commerce businesses for the domestic and overseas markets. The main types of goods and services in each business are daily goods, cosmetics, and pharmaceuticals.

Net sales in each business

 

Domestic wholesale

 

5,424,983,000 yen

   

Domestic e-commerce

 

1,231,801,000 yen

   

Domestic retail

 

1,982,848,000 yen

   

Overseas wholesale

 

16,976,862,000 yen

(2)    Information that serves as the basis for understanding revenues

As stated in “Standards for recognition of revenues and expenses” of “Notes on significant accounting policies.”

3.      Notes to the balance sheet

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

Assets pledged as collateral

 

Land

 

340,148,000 yen

   

Buildings

 

381,947,000 yen

   

Total

 

722,096,000 yen

Collateral

 

Long-term borrowings

 

630,000,000yen

15

(2)    Monetary receivables and payables to affiliates

Accounts receivable

 

3,000,109,000 yen

Prepaid expenses

 

10,000,000 yen

Short-term loans receivable

 

200,000,000 yen

Temporary payments

 

290,000,000 yen

Accounts receivable

 

5,523,000 yen

accounts payable

 

2,000,000 yen

(3)    Monetary liabilities to directors

Accounts payable

 

4,374,000 yen

(4)    Guarantee obligations

The Company provides guarantees for borrowings from financial institutions of other companies.

Tokyo Lifestyle Limited

 

31,423,000 yen

Total amount of guarantees

 

31,423,000 yen

4.      Notes to Income Statement

Transactions with affiliated companies

Transactions through operating transactions

Net sales

 

4,544,268,000 yen

Purchases

 

14,583,000 yen

Selling, general and administrative expenses

 

33,079,000 yen

Transactions other than operating transactions

 

39,306,000 yen

5.      Notes to the Statement of Changes in Net Assets

j      Class and total number of issued shares at the end of the current business year

Common stock

 

42,220,206 shares

k      Class and number of shares underlying stock acquisition rights (excluding those for which the first day of the exercise period has not yet arrived) at the end of the current business year

Common stock

 

6,270,152 shares

6.      Notes to Tax Effect Accounting

Breakdown of Deferred Tax Assets and Deferred Tax Liabilities by Major Causes

(Deferred Tax Assets)

   

Accrued Business Tax

 

35,896,000 yen

Accrued Business Tax

 

455,000 yen

Allowance for doubtful accounts

 

87,054,000 yen

Provision for bonuses

 

2,744,000 yen

Provision for points

 

224,000 yen

Loss on devaluation of commodity prices

 

2,973,000 yen

Asset retirement obligations

 

35,834,000 yen

Accumulated impairment loss

 

3,188,000 yen

Accrued retirement benefits

 

10,946,000 yen

Subtotal of deferred tax assets

 

179,318,000 yen

Valuation allowance

 

125,456,000 yen

Total deferred tax assets

 

53,861,000 yen

16

(Deferred tax liabilities)

   

Retirement expenses corresponding to asset retirement obligations

 

15,250,000 yen

Damages received

 

424,221,000 yen

Total deferred tax liabilities

 

439,471,000 yen

Net amount of deferred tax liabilities

 

385,609,000 yen

7.      Notes on financial instruments

(1)    Status of financial instruments

Borrowings are used for working capital (mainly short-term) and capital investment (long-term).

(2)    Market value of financial instruments

Carrying amount on the balance sheet, fair value and the difference between them as of March 31, 2024 (the closing date of the fiscal year under review) are as follows.

Notes on cash are omitted, and notes on deposits, accounts receivable, accounts payable and short-term borrowings are omitted because their fair values approximate their book values because they are settled in a short period of time.

(thousands of yen)

 

Carrying
amount on the
balance sheet
(*1)

 



Time value
(*1)

 




Difference

Long-term loans payable (*2)

 

(1,018,679

)

 

(1,018,103

)

 

575

____________

(*1)         Liabilities are indicated in (            ).

(*2)         Long-term borrowings due within one year are included.

(Note 1)  Calculation method of fair value of financial instruments

Negative bonds

Long-term borrowings

The fair value of long-term borrowings is calculated by discounting the total amount of principal and interest by the interest rate assumed in the case of a similar new borrowing.

Among long-term borrowings, those with floating interest rates reflect market interest rates in a short period (within one year). As long as the Company’s credit status does not differ significantly after the borrowings are executed, the fair value approximates the book value. Therefore, the book value is used.

(Note 2)  Book value of stocks, etc. without market value

(thousands of yen)

Account

 

Amount
recorded
on the
balance sheet

Shares of affiliates

 

392,673

Shares of affiliates are not subject to market value disclosure because they do not have market prices.

17

8.      Notes on transactions with related parties

(1)    Subsidiaries and affiliates

(thousands of yen)

Type

 

Name of 
Company, etc.

 

of Voting
Rights, etc.
Percentage of
Ownership

 

Details of Transaction

 

Transaction Amount

 

Amount of
Transaction

 

Account

 

Year-End
Balance

Subsidiaries

 

Tokyo
Lifestyle
Limited

 

Direct ownership
100%

 

Purchase of goods
Sale of goods
Trademark fees and secondment expenses
Monetary loans

 

Purchases
Sales
Miscellaneous income
Interest income

 

435
3,677,727
33,198
614

 

Accounts receivable

Short-term loans receivable

Temporary payments

Accounts receivable

Guarantee obligations (Note 2)

 

3,000,103
200,000
290,000
5,160
31,423

Subsidiaries

 

Shenzhen Haruyuki Ryohin Website Technology Co., Ltd.

 

Ownership Indirect
100%

 

Purchase of goods
Sale of goods

 

Purchase
Sales

 

15,697
1,786

       

____________

Transaction terms and policy for determining transaction terms

(Note 1)  Prices and other transaction terms are determined by price negotiations taking market performance into account.

(Note 2)  Debt guarantees are provided for borrowings from financial institutions. Guarantee fees from subsidiaries are not exchanged.

We don’t accept delivery.

(2)    Officers and Individual Major Shareholders, etc.

(thousands of yen)

Type

 

Name of
Company, etc.

 

of Voting Rights, etc. Percentage of Ownership

 

Details of
Transaction

 

Subject of Transaction

 

Transaction amount

 

Account

 

Balance at the end of the period

Officers and their close relatives hold a majority of voting rights Companies, etc.

 

Tokushin Goudou Kaisha

 

None

 

Sale of assets
(Vehicles)

 

Gain on sales of fixed assets

 

155

       

Directors and their close relatives hold a majority of the voting rights Companies, etc.

 

Seihin Kokusai
Co., Ltd.

 

None

 

Purchase of products
Sale of products
Rent, rent, etc.
Secondment expenses

 

Purchases
Net sales
Selling, general and administrative expenses
Miscellaneous income

 

11,349
850,844
33,079
5,338

 

Accounts receivable
Prepaid expenses
Accounts receivable
Accounts payable

 

6
10,000
363
2,000

If officers and their close relatives hold a majority of their voting rights Owned companies, etc.

 

Kaikakokusai Co., Ltd.

 

None

 

Purchase of products

 

Purchases

 

1,011

       

____________

Transaction terms and policy for determining transaction terms

(Note)     Prices and other transaction terms are determined by price negotiations taking market performance into account.

9.      Notes on Fixed Assets Used under Lease

In addition to the fixed assets recorded on the balance sheet, certain office equipment, etc., are used under finance lease agreements that do not transfer ownership.

10.    Notes on Information per shares

(1)    Net assets per share          135.05 yen

(2)    Net income per share        5.13 yen

11.    Other notes

Amounts less than 1,000 yen have been rounded down.

18

Supplementary Schedule

From April 1, 2023
To March 31, 2024

1.      Details of tangible fixed assets and intangible fixed assets (including those that give rise to amortization expenses recorded in investments and other assets)

(thousands of yen)

Category

 

of assets Type

 

Beginning of
year 
Book value

 

Current
period
Increase

 

Current
period
Decrease

 

Current
period
Amortization

 

End of
period
Book value