Tokyo Lifestyle posts profit, proposes dividend and audit board

Washington, D.C. 20549

Tokyo Lifestyle Co., Ltd.

Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:

In accordance with the rules and regulations of
the Japanese Companies Act, Tokyo Lifestyle Co., Ltd., a joint-stock corporation with limited liability organized under Japanese law (the
“Company”), has sent a notice and accompanying information, including proxy instructions, to all holders of its ordinary shares
and American Depositary Shares with respect to its 20th Annual General Meeting of Shareholders to be held in Tokyo, Japan on June 26,
2026 (the “Notice”). A complete copy of the Notice is furnished hereto as Exhibit 99.1.

Exhibit 99.1 furnished hereto shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section.

In the Notice, the Company proposed that the shareholders
approve a year-end dividend of JPY1.890 per share (the “Year-End Dividend”). Upon shareholders’ approval, the Year-End
Dividend distribution will become effective on June 30, 2026 and be payable from September 14, 2026 to September 30, 2026 to all shareholders
of record as of March 31, 2026 (Japan Standard Time), with an American depositary receipt record date of March 31, 2026 (Eastern Time).

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.

Exhibit
99.1

[This
is an English translation of the original issued in Japanese]

[Note]
The Company assumes no responsibility for this translation or for direct, indirect, or other forms of damages arising from the translation.
This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this
translated document and the Japanese original, the original shall prevail.

June
12, 2026

Dear
Shareholders

Harumi
Building, 2-5-9 Kotobashi,

Sumida-ku,
Tokyo,130-0022

Tokyo
Lifestyle Co., Ltd.

President
and Representative

Director

Mei
Kanayama

Notice
of the 20th Ordinary General Meeting of Shareholders

We
sincerely appreciate your continued support and kind attention.

You
are cordially invited to attend the 20th Ordinary General Meeting of Shareholders of our company. The meeting will be held as described
below.

If
you are unable to attend the meeting, you may exercise your voting rights in writing. Please review the attached Reference Documents
for the General Meeting of Shareholders, indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise
Form, and send it to our company so that it arrives by 4:30 PM on June 25, 2026.

Best
regards,

Notice

1.Date:
Friday, June 26, 2026 at 11:00 AM (Reception starts at 10:00 AM)

2.Place:
Harumi Bldg. 5th Floor, Kotobashi 2-5-9, Sumida-ku, Tokyo, Japan

Matters
to be reported:

Business
Report for the 20th Fiscal Year (from April 1, 2025 to March 31, 2026)

Matters
to be resolved:

Proposal
1Approval
of the Financial Statements for the 20th Fiscal Year

Proposal
2Partial
Amendments to the Articles of Incorporation

(Establishment
of a Board of Auditors and Appointment of an Accounting Auditor)

Proposal
3Appropriation
of Surplus

Proposal
4Appointment
of Accounting Auditor

Proposal
5Election
of Three Corporate Auditors

The
above

When
attending the meeting, please bring this Notice of Convocation, the attached documents, and the Reference Documents for the General Meeting
of Shareholders, and submit the enclosed Voting Rights Exercise Form to the reception desk.

Reference
Documents for the General Meeting of Shareholders

Proposal
1: Approval of the Financial Statements for the 20th Fiscal Year

Approval is hereby requested, in accordance with applicable laws and
regulations and the provisions of the Articles of Incorporation, for the financial statements of the Company’s 20th fiscal year
(from April 1, 2025 to March 31, 2026).

These
financial statements have undergone a voluntary audit by an independent audit firm serving as the accounting auditor; however, they have
not been audited under the Companies Act by a Board of Corporate Auditors or an Accounting Auditor in the capacity of a company with
such institutions established. Such audits are scheduled to commence from the 21st fiscal year.

Proposal
2: Partial Amendments to the Articles of Incorporation (Establishment of a Board of Auditors and Appointment of an Accounting Auditor)

Reason
for the Amendments

In
connection with the establishment of an Accounting Auditor, the Company proposes to partially amend the current Articles of Incorporation
in accordance with the provisions of the Companies Act by newly establishing provisions regarding the Accounting Auditor.

2.Details
of the Amendments

(1)In
connection with the Company’s transition to a company with a Board of Corporate Auditors,
new provisions relating to the Board of Corporate Auditors and Corporate Auditors shall be
established in the Articles of Incorporation.

(2)New
provisions shall be established to provide that the number of Corporate Auditors shall be
three (3) or more, and that a majority of such Corporate Auditors shall be Outside Corporate
Auditors.

(3)In
addition, necessary amendments shall be made, including renumbering of articles resulting
from the above additions and other related revisions.

Proposal
3: Appropriation of Surplus

The
Company hereby requests approval for the distribution of dividends from surplus as set forth below, with March 31, 2026 (Tuesday) as
the record date.

Details

Type
of dividend property: Cash

Matters
concerning the allocation of dividend property: JPY 1.890 per share of common stock

Total
amount of dividends: JPY 79,999,557

Effective
date of dividend distribution: June 30, 2026

Dividend
Payment Commencement Date: September 14, 2026

Dividend
Payment End Date: September 30, 2026

Proposal
4: Appointment of Accounting Auditor

The
Company requests approval for the appointment of Sakurazaka Audit Corporation as the Accounting Auditor.

Proposal
5: Election of Three Corporate Auditors

As
the Company will transition to a company with an Audit & Supervisory Board, subject to the approval and adoption of Proposal No.
2, we hereby request the election of three (3) Audit & Supervisory Board Members.

Mr. Keiichi Kimura, who currently serves as an Audit & Supervisory
Board Member, is scheduled to resign upon the conclusion of this General Meeting. This resignation is intended to align the terms of office
of all newly elected Audit & Supervisory Board Members following the transition to a company with an Audit & Supervisory Board
pursuant to Proposal No. 2, thereby facilitating the smooth operation of the Audit & Supervisory Board.

Accordingly,
we request the election of the following three individuals as Audit & Supervisory Board Members. The remuneration of the Audit &
Supervisory Board Members shall be determined within the total amount of remuneration previously approved by resolution of the shareholders’
meeting.

The
candidates for Corporate Auditor are as follows:

Candidate

Number

Name
(Date of birth)

Brief Biography, Position, Significant Concurrent Positions, and Special Interests with the Company.
Number of
Company’s
Shares Held

Keiichi Kimura

(February 9, 1966)

Reappointment

(Career summary and position)

November 2014 Joined Takuetsu
Co., Ltd.

June 2020 Appointed as Corporate
Auditor of the Company

October 2021 Appointed
as Inside Corporate Auditor of the Company

June 2025 Reappointed as
Internal Corporate Auditor of the Company (incumbent)

(Significant Concurrent Positions)
None

(Special Interests with our Company)

None

0 shares

Akira Kotajima

(August 20, 1984)

New Appointment

(Career summary and position)

December 2013 Joined DinnerBank
Co., Ltd.

March 2016 Appointed Representative
Director of DinnerBank Co., Ltd.

July 2024 Resigned as Representative
Director of DinnerBank Co., Ltd.

July 2024 Left DinnerBank Co.,
Ltd.

(Significant Concurrent Positions)
None

(Special Interests with our Company)
None

0 shares

Yoshie Nakamura

(November 8, 1978)

New Appointment

(Career summary and position)

March 2017 Joined Shinichi
Shoji Co., Ltd.

November 2022 Retired
from Shinichi Shoji Co., Ltd.

July 2023 Joined
Kosei Co., Ltd.

(Significant Concurrent Positions)

None

(Special Interests with our Company)

None

0 shares

*Among
the above candidates, Mr. Akira Kotajima and Ms. Yoshie Nakamura are candidates for Outside
Corporate Auditor as defined in Article 2, Item 16 of the Companies Act.

Appendix

Current
Articles of Incorporation

Proposed
Amendments

(Organs)

Article
4　

In
addition to the General Meeting of Shareholders and Directors, the Company shall establish the following organs:

1.Board
of Directors

2.Corporate
Auditors

Article
4　

In addition to the General Meeting
of Shareholders and Directors, the Company shall establish the following organs:

1.Board
of Directors

2.Corporate
Auditors

3.Board
of Corporate Auditors

4.Accounting
Auditor

Chapter
5 Corporate Auditors

Chapter
5 Corporate Auditors

(Number
of Corporate Auditors)

(Number
of Corporate Auditors)

Article
26
The
Company shall have no more than ten (10) Corporate Auditors.

Article
26
The Company shall have no fewer than three (3) and no more than ten
(10) Corporate Auditors.

(Method
of Election)

(Method
of Election)

Article
27
Resolutions
for the election of Corporate Auditors shall be adopted at a General Meeting of Shareholders by a majority of the voting rights of
the shareholders present at the meeting who hold one-third or more of the voting rights exercisable by all shareholders.

Article
27
Resolutions
for the election of Corporate Auditors shall be adopted at a General Meeting of Shareholders by a majority of the voting rights of
the shareholders present at the meeting who hold one-third or more of the voting rights exercisable by all shareholders.

(Term
of Office)

(Term
of Office)

Article
28
The
term of office of a Corporate Auditor shall expire at the conclusion of the Ordinary General Meeting of Shareholders relating to
the final fiscal year ending within four (4) years after the election.

Article
28
The
term of office of a Corporate Auditor shall expire at the conclusion of the Ordinary General Meeting of Shareholders relating to
the final fiscal year ending within four (4) years after the election.

2.
The term of office of a Corporate Auditor elected as a substitute for a Corporate Auditor who retired before the expiration of his
or her term shall continue until the expiration of the term of office of the retired Corporate Auditor.

2.
The term of office of a Corporate Auditor elected as a substitute for a Corporate Auditor who retired before the expiration of his
or her term shall continue until the expiration of the term of office of the retired Corporate Auditor.

(Remuneration,
etc.)

(Remuneration,
etc.)

Article
29
The
remuneration, etc. of Corporate Auditors shall be determined by resolution of the General Meeting of Shareholders.

Article
29
The
remuneration, etc. of Corporate Auditors shall be determined by resolution of the General Meeting of Shareholders.

Current
Articles of Incorporation

Proposed
Amendments

(Exemption
from Liability of Corporate Auditors)

(Exemption
from Liability of Corporate Auditors)

Article
30
The
Company may, by resolution of the Board of Directors, exempt Corporate Auditors (including former Corporate Auditors) from liability
for damages under Article 423, Paragraph 1 of the Companies Act, to the extent permitted by laws and regulations, limited to the
amount obtained by deducting the minimum liability amount prescribed by laws and regulations from the total amount of liability for
damages.

Article
30
The
Company may, by resolution of the Board of Directors, exempt Corporate Auditors (including former Corporate Auditors) from liability
for damages under Article 423, Paragraph 1 of the Companies Act, to the extent permitted by laws and regulations, limited to the
amount obtained by deducting the minimum liability amount prescribed by laws and regulations from the total amount of liability for
damages.

2.
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with a Corporate Auditor limiting
liability for damages arising from negligence in the performance of duties; provided, however, that the limit of liability under such
agreement shall be the higher of either an amount predetermined to be no less than JPY 1,000,000 or the minimum liability amount prescribed
by laws and regulations.

(Convocation
of the Board of Corporate Auditors)

Article
31
Notice
of a meeting of the Board of Corporate Auditors shall be given to each Corporate Auditor at least three (3) days prior to the date
of the meeting; provided, however, that this period may be shortened in cases of urgent necessity.

2.
A meeting of the Board of Corporate Auditors may be held without following the convocation procedures if all Corporate Auditors consent
thereto.

(Rules
of the Board of Corporate Auditors)

Article
32
Matters
concerning the Board of Corporate Auditors shall be governed not only by laws and regulations and these Articles of Incorporation,
but also by the Rules of the Board of Corporate Auditors established by the Board of Corporate Auditors.

Current
Articles of Incorporation

Proposed
Amendments

No
corresponding provision.

Chapter
6 Accounting Auditor

(Election
of Accounting Auditor)

Article
33
The
Accounting Auditor shall be elected by resolution of the General Meeting of Shareholders.

(Term
of Office of Accounting Auditor)

Article
34
The
term of office of the Accounting Auditor shall expire at the conclusion of the Ordinary General Meeting of Shareholders relating
to the final fiscal year ending within one (1) year after the election.

2.
Unless otherwise resolved at the Ordinary General Meeting of Shareholders referred to in the preceding paragraph, the Accounting
Auditor shall be deemed to have been reappointed at such meeting.

(Remuneration,
etc. of Accounting Auditor)

Article
35
The
remuneration, etc. of the Accounting Auditor shall be determined by the Representative Director with the consent of the Board of
Corporate Auditors.

(Exemption
from Liability of Accounting Auditor)

Article
36
The
Company may, by resolution of the Board of Directors, exempt the Accounting Auditor (including former Accounting Auditors) from liability
for damages under Article 423, Paragraph 1 of the Companies Act, to the extent permitted by laws and regulations, limited to the
amount obtained by deducting the minimum liability amount prescribed by laws and regulations from the total amount of liability for
damages.

2.
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with the Accounting Auditor limiting
liability for damages arising from negligence in the performance of duties; provided, however, that the limit of liability under
such agreement shall be the higher of either an amount predetermined to be no less than JPY 1,000,000 or the minimum liability amount
prescribed by laws and regulations.

(Attachments)

Business
Report

From
April 1, 2025

To
March 31, 2026

Statutory
Financial Statements Prepared in Accordance with Japanese GAAP

Note:
The statutory financial statements on the following pages have been prepared in accordance with Japanese GAAP. These results may differ
in material respects from our audited consolidated financial results under U.S. GAAP that will be reported later and included in our
Annual Report on Form 20-F, which will be filed with the U.S. Securities and Exchange Commission and available at www.sec.gov. The attached
financial statements are provided to our shareholders and ADS holders solely in accordance with requirements under the Japanese Companies
Act in connection with our Annual Meeting.

1.Current
Status of the Company

(1)Progress
and Results of the Project

During
the current fiscal year, while the U.S. economy showed resilience in consumer spending and the employment market, significant regional
disparities emerged due to factors such as the delayed recovery of the Chinese economy and concerns over an economic slowdown in Europe.
As a result, the overall outlook remained uncertain. Furthermore, prolonged monetary tightening and ongoing geopolitical risks, coupled
with exchange rate fluctuations, began to impact international trade.

In
the domestic economy, a moderate recovery trend continued, driven by a recovery in consumer spending against the backdrop of improving
employment and income conditions, as well as the expansion of inbound tourism demand. On the other hand, the environment surrounding
corporate activities remains challenging, with issues such as a worsening labor shortage, persistently high resource and energy prices,
and rising prices due to the weak yen.

Under
these conditions, the Company has worked to secure sales opportunities while responding to changes in customer demand trends and shifts
in regulatory and logistics environments in various countries, with the aim of stabilizing overseas transactions. At the same time, we
have worked to strengthen our sales capabilities and improve operational efficiency at our domestic stores, striving to reinforce our
earnings base.

As
a result, for the current fiscal year, the Company’s net sales amounted to 38,783,862 thousand yen (up 59.1% year-on-year), operating
income was 309,111 thousand yen (up 39.7% year-on-year), and ordinary income was 193,321 thousand yen (up 688.9% year-on-year).

①To
fund working capital, we have borrowed 300,000,000 yen from Tokushin G.K. of which our Representative
Director, Kanayama, serves as a representative partner.

(3)Changes
in Financial Position and Profit or Loss

(Unit:
1,000 yen)

Period \division
17th period
Fiscal Year Ended March 2023
18th period
Fiscal Year Ended March 2024
19th period
Fiscal Year Ended March 2025
20th period
Fiscal Year Ended March 2026

Sales
21,667,575
25,615,177
24,373,722
38,783,862

Ordinary Income
192,962
328,353
24,506
193,321

Net Income
&xutri;884,219
216,417
&xutri;90,736
39,659

Net Income per share(yen)
&xutri;24
5
&xutri;2
1

Total Asset
22,505,180
21,054,009
18,704,887
30,583,696

Net Worth
4,701,910
5,701,950
5,615,656
5,575,316

Note:
Net income per share is calculated based on the total number of shares issued at the end of the fiscal year.

(4)Issues
to be addressed by the company

The
business and financial issues that we should prioritize are as follows.

■

Improvement
and Stabilization of Internal Control Systems

To
address the diversification of risks associated with our business expansion, we have been
working to strengthen our internal control systems. Specifically, we have reviewed our business
processes and ensured the thorough implementation and operation of internal controls, while
also striving to raise compliance awareness and strengthen our risk management framework,
thereby promoting the improvement and stabilization of our internal control systems.

■

Restructuring
the Business Model to Strengthen the Revenue Base

As
part of our efforts to achieve sustainable growth and improve profitability, we will review
our operational structure and restructure our store strategy to improve the profitability
of unprofitable stores in our domestic business. In our overseas business, we will work to
stabilize existing transactions while promoting full-scale business expansion into Southeast
Asia to expand our sales channels and strengthen our business foundation. Furthermore, to
improve profitability across the entire company, we will work to improve profit margins by
reviewing our product mix and transaction terms, and we will promote the restructuring of
a sustainable business model.

To
overcome the challenges outlined above, we will make every effort as a company. We ask for the continued guidance and support of our
shareholders.

(5)Principal
Businesses (as of March 31, 2026)

Management
of domestic drug stores

Domestic
e-commerce operation and management

Domestic
and overseas (including trading) wholesale

(6)Major
business establishments and stores

Head
Office

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

Tokyo
Sales Department

16F,
Island Triton Square Office Tower W, 1-8-8 Harumi, Chuo-ku, Tokyo

Saitama
Center

3-1-5
Koshigaya City Distribution Complex, Saitama

Subsidiary
Offices

trade
name

location

Tokyo
Lifestyle Limited

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

The
names and locations of domestic drugstores are as follows

Store
Name

location

Store
Name

location

Nishi
Kasai Yokohama Chinatown

Edogawa-Ku,
Tokyo Yokohama City, Kanagawa

Koshigaya-Ryutsudanchi
Quiz Gate Urawa Nishi Kawaguchi

Koshigaya
City, Saitama Urawa City, Saitama Kawaguchi City, Saitama

(7)Status
of employees (as of March 31, 2026)

Number
of Employees

Change
from the end of the previous fiscal year

Average
age

Average
length of service

85

-19

42
years and 5 months old

5
years 3 months

Note:The
number of employees includes part-time workers (34).

(8)Status
of important subsidiaries

Company
Name

location

Paid-in
Capital

Description
of Business

Investment
Ratio

Tokyo
Lifestyle Limited

Hong
Kong

HK$15.95
million

Wholesale
& Retail Trade

100％

(9)Major
borrowers and borrowing amounts (as of March 31, 2026)

①Commitment
Line Agreement

(Unit:
1,000 yen)

Loans
Outstanding Balance

Mizuho Bank Ltd.
1,248,614

MUFG Bank Ltd.
1,025,724

Resona Bank, Inc.
841,096

Sumitomo Mitsui Banking Corporation, Ltd.
756,986

Note:1.To
procure stable and efficient working capital, the Company has entered into a commitment line
agreement with a maximum borrowing amount of 7,850,000,000 yen. The agreement is a syndicated
loan and is cofinanced by a total of 17 banks led by MUFG Bank, Ltd. and Mizuho Bank, Ltd.

Note:2.The
outstanding balance of loans executed at the end of the fiscal year under this contract is
6,732,147,000 yen.

2.Status
of Stocks (as of March 31, 2026)

①Total
number of shares authorized: 100,000,000 shares

②Total
number of shares issued: 42,327,806 shares

③Number
of shareholders: 3

④Principal
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.Matters
Concerning the Company’s Stock Acquisition Rights, etc. (as of March 31, 2026)

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

(1)First
series of stock acquisition rights

①Total
number of stock acquisition rights: 300,000 units

②Type
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.

③Amount
paid for stock acquisition rights

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

④Value
of assets invested in the exercise of stock acquisition rights

US$4.80
per common stock

⑤Period
for exercising stock acquisition rights

From
July 6, 2022, to January 7, 2027

⑥Increased
capital and capital reserves in the case of issuance of shares through the exercise of stock
acquisition rights

1.Amount
of capital increased by the exercise of stock acquisition rights

The
amount shall be one-half of the maximum amount of increase in capital, etc., calculated in accordance with the provisions of Article
17, Paragraph 1 of the Company Accounting Regulations, and if a fraction of less than 1 yen is obtained because of the calculation, the
amount shall be rounded up.

2.Amount
of capital reserves to increase due to the exercise of stock acquisition rights

The
amount shall be calculated in accordance with the provisions of Article 17, Paragraph 1 of the Company Accounting Regulations, minus
the amount of capital increase from the maximum amount of increase in capital, etc.

⑦Allottee
of Stock Acquisition Rights – Univest Securities, LLC

(2)2nd
Series of Stock Acquisition Rights

①Total
number of stock acquisition rights: 5,862,552

②Type
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.

③Amount
paid for stock acquisition rights

No
payment required

④Value
of assets invested in the exercise of stock acquisition rights

US$0.27391
per common stock

⑤Period
for exercising stock acquisition rights

From
January 30, 2024, to July 30, 2029

⑥Increased
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

2.Amount
of capital reserves to increase due to the exercise of stock acquisition rights

⑦Assignee
of Stock Acquisition Rights

Assignee
Number of allocations

LIND GLOBAL FUND II LP
746,269

S.H.N. FINANCIAL INVESTMENTS　LTD
638,669

L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND
746,269

ALTO OPPORTUNITY MASTER FUND,
746,269

INTRACOASTAL CAPITAL LLC
746,269

CVI Investments, By: Heights Capital Management, Inc.,
746,269

Hudson Bay Master Fund Ltd.
746,269

Empery Asset Master, LTD
414,861

Empery Tax Efficient, LP
147,466

Empery Tax Efficient III, LP
183,942

4.Matters
Concerning Company Officers (as of March 31, 2026)

(1)Status
of Directors and Corporate Auditors

Position

Name

Status
of responsibilities and important concurrent positions

President
and Representative Director

Mei
Kanayama

President
& CEO

Director

Yoichiro
Haga

Executive
Officer, Administrative Departments

Director

Tetsuya
Sato

Director,
Japan International Medical Association

Representative
Director, CBJ, Inc.

Director

Yoji
Takenaka

Lawyer

Corporate
Auditor

Keiichi
Kimura

Administrative
scrivener

Note:1.Directors
Tetsuya Sato and Yoji Takenaka are outside directors as defined in Article 2, Item 15 of
the Companies Act.

2.Tadao
Iwamatsu and Junji Sato resigned from their positions as auditors effective as of the Annual
General Meeting of Shareholders held on June 27, 2025.

(2)Total
amount of remuneration, etc. of officers for the current fiscal year

(Unit:
1,000 yen)

Total
amount by type of
remuneration, etc.

District
Number
of
members
Total
amount
of
remuneration, etc.
Monetary
Rewards
Performance-
linked
remuneration, etc.
Non-
monetary
remuneration, etc.

Director
4
persons
55,200
55,200
—
—

(Outside
Directors)
(2
persons)
(7,200)
(7,200)
(—)
(—)

Corporate
Auditor
3
persons
4,150
4,150
—
—

(Outside
Corporate Auditors)
(2
persons)
(900)
(900)
(—)
(—)

Total
7
persons
59,350
59,350
—
—

(Outside
Officers)
(4
persons)
(8,100)
(8,100)
(—)
(—)

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

2.The
maximum amount of remuneration for Board of Corporate Auditors was resolved to be 30,000,000
yen per year at the Extraordinary General Meeting of Shareholders held on October 19, 2021.

5.System
to ensure the appropriateness of business operations (as of March 31, 2026)

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

①Directors
of the Company and its subsidiaries shall comply with laws and regulations and Articles of
Incorporation and promote the establishment of a compliance system.

②Directors
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.

③Board
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.

④The
Company shall establish rules for whistleblowing and establish a whistleblowing system to
promptly report and consult with directors and employees of the Company and its subsidiaries
if they discover an act that is suspected of violating laws and regulations.

(2)System
for the storage and management of information related to the execution of duties by directors

①Information
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.

②The
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

①The
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.

②Directors
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.

③Corporate
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

①With
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.

②In
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.

③The
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.

④The
Company shall supervise the establishment and operation of internal control systems at its
subsidiaries to ensure a balance between ensuring the efficiency and promptness of the execution
of duties by directors.

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

To
ensure the appropriate business operations of the entire Group, including subsidiaries, we will strive to build a compliance system for
the entire Group.

(6)System
for employees who assist the duties of Corporate Auditors and the independence of such employees
from Directors;

Matters
concerning the effectiveness of instructions to the employees

Employees
who assist in the duties of the Corporate Auditors shall be assigned to assist the Corporate Auditors when requested, and the consent
of Corporate Auditor shall be obtained for the transfer and evaluation of such employees.

(7)System
for directors and employees to report to Corporate Auditors, other systems for reporting
to Corporate Auditors, and other systems to ensure that audits by Corporate Auditors are
conducted effectively

①Directors
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.

②Corporate
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.

③Corporate
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.

④Corporate
Auditors and Representative Director shall hold regular meetings to exchange opinions in
order to promote mutual communication.

(8)To
ensure that people who report to the Corporate Auditors are not treated unfavorably because
of such reports system

The
Company and its subsidiaries shall prohibit any person who reports unfavorably to a person who has reported to the Corporate Auditors
on the grounds that he or she has made a report and shall ensure that this is fully informed.

(9)Matters
concerning procedures for advance payment or reimbursement of expenses incurred in the execution
of duties by Corporate Auditors and other policies related to the processing of expenses
or liabilities incurred in the execution of such duties

When
a Corporate Auditors requests advance payment or reimbursement of expenses incurred in the execution of his/her duties, we will respond
promptly.

(10)Basic
Approach to the Elimination of Anti-Social Forces and Status of Development

To
ensure sound corporate management, we will take a resolute stance against antisocial forces.

Our
basic policy is not to have any relationship whatsoever.

The
General Affairs Department is the department that oversees the response to anti-social forces, and the General Manager is responsible
for it. In addition, we work closely with external organizations such as corporate lawyers, the police, and the Federation of Special
Violence Prevention Measures under the jurisdiction of the Metropolitan Police Department to develop a system and collect information
that enables the organization to respond promptly, and to thoroughly educate employees.

6.Overview
of the operational status of the system to ensure the appropriateness of business operations

The
Company has established a system to ensure the appropriateness of business operations, and the Board of Directors and other meetings
continuously identify and analyze management risks and consider countermeasures. As a result, we review internal regulations and operations
as necessary to improve the effectiveness of the internal control system. In addition to audits by Corporate Auditors, Corporate Auditors
also attend important internal meetings to monitor the status of business execution and risks related to compliance. In addition, we
regularly conduct internal audits to verify that our day-to-day operations do not violate laws and regulations, the Articles of Incorporation,
internal regulations, etc.

Financial
statements

Balance
Sheet

As
of March 31, 2026

(Unit:
1,000 yen)

Assets
Liabilities

Accounts
Amount
Accounts
Amount

Current
Assets
20,751,282
Current
Liabilities
23,840,527

Cash
& deposits
251,215
Accounts
payable
16,022,856

Accounts
receivable
17,697,613
Short-term
borrowings
6,910,459

Products
1,954,805
Long-term
loans to be repaid within one year
168,220

Previous
payment
13,962
Payables
151,203

For
prepayment
11,020
Accrued
expenses
3,314

Short-term
loans
178,312
Advance
payments
329,278

Reimbursement
300,292
Deposit
5,565

Unearned
money
139,007
Accrued
corporate taxes, etc.
219,353

Accrued
refundable consumption tax, etc.
383,612
Accrued
consumption tax, etc.
9,783

Allowance
for bad debts
&xutri;178,560
Short-term
lease obligations
12,953

Fixed
Assets
9,819,604
Bonus
allowance
1,507

Property,
plant and equipment
152,079
Point
allowance
221

Facilities
attached to the building
212,441
Contractual
liabilities
5,810

Vehicle
transport equipment
9,090
Fixed
Liabilities
1,167,851

Tools,
Equipment, and Fixtures
116,111
Long-term
borrowings
500,000

Tangible
leased assets
82,707
Deposit
31,922

Accumulated
depreciation
&xutri;268,271
Long-term
payables
54,334

Intangible
Assets
208,631
Long-term
lease obligations
13,878

Intangible
leased assets
3,813
Provision
for retirement benefits
45,763

Software
204,818
Asset
retirement obligations
75,359

Investments
and other assets
9,458,894
Deferred
tax liabilities
446,593

Investment
2,010
Total
Liabilities
25,008,379

Deposit
120,022
Equity

Deposit
104,048
Accounts
Amount

Insurance
reserve fund
27,342
Shareholders’
Equity
5,575,305

Recycling
deposits
8
Paid-in
capital
10,000

Long-term
upfront costs
1,804
Capital
surplus
3,655,033

Long-term
unearned income
1,622,183
Capital
reserve
3,655,033

Shares
of affiliated companies
682,673
Retained
earnings
9,458,894

Long-term
accounts receivable
6,984,870
Other
retained earnings
1,910,271

Allowance
for bad debts
&xutri;86,070
Retained
earnings carried forward
1,910,271

Deferred
Assets
12,808
Stock
Acquisition Rights
11

Share
grant costs
12,808
Total
Equity
5,575,316

Total
Assets
30,583,696
Total
Liabilities and Equity
30,583,696

Statement
of income

From
April 1, 2025

To
March 31, 2026

(Unit:
1,000 yen)

Accounts
Amount

Sales

38,783,862

Cost
of Goods Sold

36,161,287

Gross
Profit

2,622,575

Selling,
General and Administrative Expenses

2,313,464

Operating
Profit

309,111

Non-Operating
Income

Interest
income and dividends
7,717

Foreign
exchange gain
26

Miscellaneous
income
104,921
112,665

Non-Operating
Expenses

Interest
expense
177,711

Deferred
asset amortization
15,369

Loan
fees
29,928

Miscellaneous
loss
5,446
228,456

Ordinary
Income

193,321

Extraordinary
Profits

Gain
on sale of fixed assets
378,569
378,569

Extraordinary
Losses

Loss
on cancellation of lease
5,582

Consumption
taxes for prior periods
378,873
384,456

Net
income before income taxes

187,434

Corporate
tax, resident tax and business tax

219,353

Adjustment
of corporate income taxes

&xutri;71,579

Net
Income

39,659

Statement
of Changes in net assets

From
April 1, 2025

To
March 31, 2026

(Unit:
1,000 yen)

Shareholders’
Equity

Capital
Surplus
Retained
Earnings

Other
retained earnings

Paid-in
Capital
Capital
Reserve
Total
capital Surplus
Retained
earnings carried forward
Total
Retained Earnings
Total
Shareholders’ Equity
Stock

Acquisition
Rights
Total

Equity

April
1, 2025 Balance
10,000
3,655,033
3,655,033
1,950,611
1,950,611
5,615,644
11
5,615,656

Fluctuations
during the fiscal year
–
–
–
–
–
–
–
–

Net
Income
–
–
–
39,659
39,659
39,659
–
39,659

Dividends
from Surplus
–
–
–
&xutri;79,999
&xutri;79,999
&xutri;79,999
–
&xutri;79,999

Items
other than shareholders’ equity During the fiscal year Variable Amount (Net)
–
–
–
–
–
–
–
–

During
the fiscal year Total Variable Amount
–
–
–
&xutri;40,339
&xutri;40,339
&xutri;40,339
–
&xutri;40,339

March
31, 2026 Balance
10,000
3,655,033
3,655,033
1,910,271
1,910,271
5,575,305
11
5,575,316

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

①Property,
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 related to finance and lease transactions other than the transfer of ownership

We
use a straight-line method in which the lease period is the useful life and the residual value is zero.

(4)Criteria
for recording allowances

(1)Allowance
for doubtful debts

To
prepare for losses due to bad debts, we record the expected number of uncollectible receivables based on the actual rate of bad debts
for general receivables and the recoverability of specific receivables such as receivables of doubtful concerns.

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.

③Provision
for retirement benefits

To
prepare for retirement benefits for employees, based on the retirement benefit obligations at the end of the current fiscal year, the
amount that is recognized as occurring is recorded.

Retirement
benefit obligations are calculated based on the amount of voluntary payment at the end of the fiscal year stipulated in the retirement
allowance regulations.

Of
the Company’s points issued under the point system for the purpose of sales promotion, they are not attributable to sales.

The
amount expected to be used in the future is recorded based on the actual rate of use in the past, etc., for the unused amount.

(5)Criteria
for Recording Revenues and Expenses

Our
main business is the sale of cosmetics and daily necessities, and the sale of These products are related to the delivery at the time
of delivery, the customer has acquired control over the goods and has determined that the performance obligations have been satisfied.
Therefore, we are aware of the revenue at the time of delivery of the product. In addition, the revenue goes to contracts with customers.
It is measured by the amount obtained by deducting returns, discounts, rebates, etc. from the promised consideration.

(6)Other
important matters that form the basis for the preparation of financial statements Accounting
for consumption tax, etc.

Consumption
tax and other accounting procedures are based on the tax-exclusive method.

2.Notes
on Revenue Recognition

(1)Decomposition
of earnings

Our
company operates wholesale, retail, e-commerce, and franchise businesses both domestically and internationally. The primary types of
goods and services offered in each of these businesses include daily necessities, cosmetics, pharmaceuticals, consumer electronics, luxury
goods, and trading card games.

Sales
of each business
Domestic
wholesale
12,199,589
thousand yen

Domestic
e-commerce
555,999
thousand yen

Domestic
retail
738,743
thousand yen

Overseas
wholesale
24,730,535
thousand yen

Franchise
business
558,995
thousand yen

(2)Information
that forms the basis for understanding earnings

This
is as described in the “Accounting Standards for Revenues and Expenses” section of “Notes on Important Accounting Policies.”

3.Notes
on the Balance Sheet

(1)Monetary
claims and liabilities to affiliated companies

Accounts
receivable
7,491,260
thousand yen

Short-term
loan
178,312
thousand yen

Reimbursement
300,000
thousand yen

Unearned
money
1,620
thousand yen

Deposit
64,900
thousand yen

Payable
1,025
thousand yen

Long-term
borrowings
300,000
thousand yen

(2)
Financial obligations to directors
Payable
25,722
thousand yen

4.Notes
on the Income Statement

Turnover
with affiliated companies

Turnover
by operating transactions

Net
sales
8,963,490
thousand yen

Purchase
amount
10,354
thousand yen

Selling,
general and administrative expenses
188,348
thousand yen

Turnover
of non-business transactions
15,265
thousand yen

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

①Type
and total number of shares issued as of the end of the current fiscal year

Common
stock42,327,806
shares

②The
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
stock6,162,552
shares

6.Notes
on Tax Effect Accounting

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

(Deferred
Tax Assets)

Paid Business
Establishment Tax

278
thousand yen

Allowance for
bad debts

33,302
thousand yen

Bonus allowance

534
thousand yen

Point Allowance

78
thousand yen

Commodity Valuation
Loss

-4,916
thousand yen

Asset retirement
obligations

26,701
thousand yen

Provision for
retirement benefits

16,215
thousand yen

Deferred tax
asset subtotal

72,193
thousand yen

Valuation allowance

-71,302
thousand yen

Total deferred
tax assets

891
thousand yen

(Deferred Tax
Liabilities)

Retirement costs
corresponding to asset retirement

-10,330
thousand yen

Input tax

Damages Received

-437,154
thousand yen

Total deferred
tax liabilities

-447,484
thousand yen

Net deferred
tax liabilities

-446,593
thousand yen

(2)Revision
of the amount of deferred tax assets and deferred tax liabilities due to changes in the rate
of corporate tax, etc.

In
conjunction with the introduction of the Special Defense Corporation Tax (effective for fiscal years beginning on or after April 1, 2026),
deferred tax assets and deferred tax liabilities related to temporary differences expected to be resolved in the following fiscal year
or later are calculated using a statutory effective tax rate of 35.43%, up from 34.59%.As a result of this change, deferred tax liabilities
(net of deferred tax assets) for the current fiscal year increased by 10,626 thousand yen, and the income tax adjustment increased by
the same amount.

7.Notes
on Financial Instruments

(1)Matters
related to the status of financial instruments

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

(2)Matters
related to the market value of financial instruments

As
of March 31, 2026 (the closing date of the current fiscal year), the balance sheet amount, market value, and the difference between these
amounts are as follows.

In
addition, notes are omitted for cash, and notes are omitted for deposits, accounts receivable, accounts payable, and short-term borrowings
because they are settled in a short period of time, so the market value approximates the book value.

(Unit:
1,000 yen)

Amount
recorded on the balance sheet (*1)
Market
price(*1)
Difference

Long-term
borrowings (*2)
(668,220)
(663,478)
4,741

(*1)Liabilities
are shown in parentheses.

(*2)Includes
long-term loans that are scheduled to be repaid within one year.

(Note
1) How to calculate the market value of a financial instrument

Debt

Long-term
borrowings

The
market value of the long-term borrowing period is calculated by discounting the total amount of principal and interest by the interest
rate expected if the same new borrowing were made.

In
addition, among long-term loans, those with variable interest rates are based on the book value because the market interest rate is reflected
in the short term (within one year) and the market value is approximate to the book value unless the Company’s credit position
differs significantly after execution.

(Note
2) Amount recorded on the balance sheet of stocks without market prices

(Unit:
1,000 yen)

Ledger
Accounts
Balance
sheet

Shares
of affiliated companies
682,673

Shares
of affiliated companies are not subject to market value disclosure because they do not have a market price.

8.Notes
on Related Party Transactions

(1)
Parent
Company and Major Corporate Shareholders

(Unit:
1,000 yen)

Relationship

Name
of company, etc.

Voting
rights, etc.

Ownership
Percentage

Details
of the transaction

Trading
Subjects

Transaction
Amount

Accounts

Balance
at the end of the period

Major
Shareholder

(Corporation,
etc.)

Tokushin
G.K.

By
all direct

32.07%

Secondment
fee

Vehicle
rental expenses

Borrowing
of funds

Selling,
general

and
administrative expenses

Interest
expense

13,904

953,424

Payables

Long-term
borrowings

1,025

300,000

Transaction
conditions and policy for determining transaction conditions, etc.

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

(2)Subsidiaries
and Affiliates, etc.

(Unit:
1,000 yen)

Relationship

Name
of company, etc.

Voting
rights, etc.

Ownership
Percentage

Details
of the transaction

Trading
Subjects

Transaction
Amount

Accounts

Balance
at the end of the period

Subsid-iary

Tokyo

Lifestyle

Limited

Owned
Directly

100%

Purchase
of goods

Sale
of goods

Direct
store expenses

Trademark
fees

Lending
of funds

Cost
of goods sold

Sales

Selling,
general

and
administrative expenses

Miscellaneous
income

Interest
income

920

8,963,057

154,480

7,346

5,520

Accounts
receivable

Short-term
loans

Reimbursement

Unearned
money

7,491,260

178,312

300,000

1,620

Affiliated
Companies

Dinner
Bank

corporation

without

Purchase
of goods

Sale
of goods

Rent
expenses and others

Secondment
fee

Cost
of goods sold

Sales

Selling,
general

and
administrative expenses

Miscellaneous
income

9,434

433

19,963

1,445

Unearned
money

Deposit

Payables

128,582

64,900

172

Transaction
conditions and policy for determining transaction conditions, etc.

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

9.Notes
on Fixed Assets to be Used by Lease

In
addition to fixed assets recorded on the balance sheet, some of the office equipment, etc.

It
is used under a finance lease agreement outside the transfer of ownership.

10.Notes
on Per Share Information

(1)Net
assets per share
131.72
yen

(2)Net
income per share
0.94
yen

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

Appendix

From
April 1, 2025

To
March 31,2026

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

(Unit:
1,000 yen)

Tokyo Lifestyle posts profit, proposes dividend and audit board | TKLF SEC Filing

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