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 15, 2023

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 17th Ordinary General Meeting of Shareholders to be held on June 30, 2023.

Dear Shareholders,

We sincerely appreciate your continued support and kind attention. We would like to inform you that our 17th Ordinary General Meeting of Shareholders 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 Thursday, June 29, 2023, at 4:30 PM, Japan Standard Time.

1. Date and Time: Friday, June 30, 2023, at 11:00 AM (Registration starts at 10:00 AM), Japan Standard Time

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

3. Agenda Items

Report Items:

Regarding the Business Report for the 17th fiscal year (from April 1, 2022, to March 31, 2023), Financial Statements, and the Audit Report on the Financial Statements by the Auditors and the Board of Corporate Auditors, which financial statements were based upon our statutory financial results as prepared in accordance with Japanese GAAP. These results may differ in material respects from the 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 will be available at www.sec.gov. The discussion of the Japanese GAAP is presented to our shareholders and American Depository Share (“ADS”) holders solely in accordance with requirements under the Japanese Companies Act in connection with our Annual Meeting.

Resolution items:

Proposal: Reappointments of four Directors

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.

Shareholders’ Meeting Reference Documents

1. Proposals and Reference Items

Proposal: Reappointments of four Directors

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

The candidates for Directors are as follows:

Candidate Number	Name (Date of Birth)	Brief Biography, Position, Significant Concurrent Positions, Number of Company’s Shares Held, and Special Interests with the Company.
1	Mei Kanayama (October 24, 1979) Reappointment of Director	(Brief Biography, Position) November 2000: Joined Yonechiku Co., Ltd. September 2007: Left Yonechiku Co., Ltd. January 2008: Joined the Company, appointed as a Director of the Company. June 2009: Appointed as Representative Director of the Company, currently serving in that position. October 2019: Established Tokyo Lifestyle Co., Ltd (the “Tokyo Lifestyle”), appointed as Representative Director of Tokyo Lifestyle Limited, currently serving in that position. (Significant Concurrent Positions) Tokushin Goudou Kaisha: Representative Director Tokyo Lifestyle: Representative Director and Director (Number of Company Shares Held) 25,264,000 shares, including: (i)   7,216,436 Ordinary Shares held personally by Mr. Kanayama; (ii)  14,775,050 Ordinary Shares held through Tokushin G. K., a limited liability company formed under the laws of Japan owned by Mr. Kanayama and his family, for which Mr. Kanayama is the managing member, and accordingly, Mr. Kanayama has voting and dispositive control; (iii)  2,672,460 Ordinary Shares held by Grand Elec-Tech Limited; and (iv)  600,054 Ordinary Shares held by a minority shareholder. * Grand Elec-Tech Limited and the minority shareholder have delegated to Mr. Kanayama all authority to exercise the voting rights of their Ordinary Shares. (Special Interests with the Company) None

2

2	Youichiro Haga (July 5, 1966) Reappointment of Director	(Brief Biography, Position) April 1991: Joined MUFG Bank, Ltd. September 2020: Left MUFG Bank, Ltd October 2020: Joined the Company as a member of the Finance Department June 2021: Appointed as a Director of the Company, currently serving in that position. (Significant Concurrent Positions) None (Number of Company Shares Held) 0 share (Special Interests with the Company) None
3	Yoji Takenaka (August 26, 1963) Reappointment of External Director	(Brief Biography, Position) April 1993: Registered as a lawyer. April 2005: Established Takenaka Law Office, currently practicing. June 2021: Appointed as an External Director of the Company, currently serving in that position. (Significant Concurrent Positions) None (Number of Company Shares Held) 0 share (Special Interests with the Company) None
4	Tetsuya Sato (May 26, 1970) Reappointment of External Director	(Brief Biography, Position) May 1995: Joined Marco Co., Ltd. July 2017: Appointed as Representative Director of WDM Co., Ltd. July 2019: Appointed as CFO and Director of RSK Co., Ltd., currently serving in that position. June 2021: External Director of the Company, currently serving in that position. (Significant Concurrent Positions) Director and CFO of RSK Co., Ltd. (Number of Company Shares Held) 0 share (Special Interests with the Company) None

(Note)

1. Mr. Yoji Takenaka and Mr. Tetsuya Sato are candidates for External Directors.

2. Mr. Yoji Takenaka and Mr. Tetsuya Sato have been serving as External Directors of the Company since June 2021, and their term of office will be two years from the conclusion of this general meeting, in the event of their elections.

3. Reasons for the appointment of the candidates as External Directors and the rationale for the Company’s determination that they can fulfill their duties effectively as External Directors.

① Regarding Mr. Yoji Takenaka, we request his appointment as an External Director to utilize his knowledge, experience, and expertise as a lawyer for the benefit of the Company’s management.

② Regarding Mr. Tetsuya Sato, we request his appointment as an External Director to utilize his extensive experience as a business executive and his broad insights, which will contribute to the management of the Company.

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

3

Fiscal Year 2022 Business Report

From April 1, 2022, to March 31, 2023

Statutory Financial Statements Prepared in Accordance with Japanese GAAP

Note: The statutory financial statements on the following pages have been prepared in accordance with Japanese GAAP. These results may differ in material respects from our audited consolidated financial results under U.S. GAAP that will be reported at a later date and included in our Annual Report on Form 20-F, which will 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) Business Progress and Results

During the fiscal year ended March 31, 2023, the global economy was affected by the high global prices of commodities, which led to procurement restrictions and monetary tightening policies that weighed on economic activities. In addition, unstable international conditions persisted, and their impact on the domestic and international economies must be closely monitored.

The domestic inbound market is also recovering on the back of easing restrictions on entry and the weakening of yen. Still, the number of visitors from China remains sluggish, partly due to the zero-corona policy that lasted until December 2022.

Even under these circumstances, we are striving to further strengthen our group brand power with the recent initial public offering (the “IPO”) on the NASDAQ market in the U.S., to further improve ourselves as a company with an international perspective by the acquisition of Tokyo Lifestyle Limited in July 2022, and to use our entry into the Southeast Asian market as a springboard to entry into the global market.

As a result, the Company’s net sales for the fiscal year ended March 31, 2023, were 21,667,575,000 yen, representing a decrease of 15.5% as compared to the net sales for the fiscal year ended March 31, 2022. The Company’s operating income for the fiscal year ended March 31, 2023, was 484,152,000 yen, representing a decrease of 31.5% as compared to the operating income for the fiscal year ended March 31, 2022. The Company’s ordinary income for the fiscal year ended March 31, 2023, was 192,972,000 yen, representing a decrease of 60.4% as compared to the operating income for the fiscal year ended March 31, 2022.

(2) Financing

The Company procured 8,150,000,000 yen in syndicated loans led by MUFG Bank, Ltd. and Mizuho Bank, Ltd., to provide for working capital needs. The financing amount increased by 650,000,000 yen as compared to the total financing amount for the fiscal year ended March 31, 2022.

(3) Significant Reorganization

On July 27, 2022, we acquired 100% of the equity interests in Tokyo Lifestyle Limited and Tokyo Lifestyle Limited became our wholly owned subsidiary.

(4) Capital Investment

Capital investment during the period totaled 176,340,000 yen, and the main items of which are as follows:

Tokyo Lifestyle Nishikasai Branch, newly opened in June 2022.

Tokyo Lifestyle the Family Nishikawaguchi Branch, newly opened in January 2023.

(5) Changes in Assets and Profit and Loss

(Unit: thousand yen)

	Fiscal year ended March 31, 2020)		Fiscal year ended March 31, 2021)		Fiscal year ended March 31, 2022)		Fiscal year ended March 31, 2023)
Net sales		15,169,433		23,480,468		25,655,250		21,667,575
Ordinary income		830,230		936,477		486,715		192,972
Net income		540,074		556,209		192,523		△71,427
Net income per share (yen)		54,553		5,984		5		△1
Total assets		9,869,635		12,394,392		14,860,428		22,579,256
Net assets		1,877,636		2,583,847		5,628,047		5,514,702

* Net income per share is calculated based on the number of shares outstanding at the end of the period.

4

(6) Tasks to be undertaken by management

Amid the significant changes in the global landscape and business environment caused by the COVID-19 pandemic, we are committed to pursuing the profitability, safety, comfort, and efficiency of various stakeholders, including customers and employees, more than ever before. We are dedicated to striving towards becoming a company that can support the global economy and be worthy of listing on the NASDAQ market in the United States.

Our priority business and financial tasks to be addressed are as follows:

① Improvement and stabilization of financials

Through proper financial analysis, we will work to create a financial management system that enables us to quantitatively assess our company and the issues we face, and to strive for improvement.

② Maintaining and developing excellent human resources

As we continually accelerate our business growth, we believe that securing and developing excellent human resources is an important issue. We will continue to hire excellent human resources, both new graduates and mid-career hires, and expand our training system to develop human resources with high level knowledge and skills.

③ Rebuilding Business Models for the Post-COVID Era

In the domestic market, we will prioritize profitability improvement through reassessing unprofitable stores, reviewing product offerings in our e-commerce business, and enhancing our online presence. In the international market, we will focus on developing our proprietary app, expanding into Southeast Asia, and fully operationalizing our overseas warehouses to improve profit margins. These efforts form the core of our business model reconstruction with a forward-looking perspective in the post-COVID era. 

In order to overcome the above issues, the entire company will make a concerted effort. We would like to ask our shareholders for further guidance and encouragement.

(7) Major businesses (As of March 31, 2023)

Management of drugstores in Japan

Global EC stores operation and management

Domestic and foreign wholesale

(8) Principal offices and stores

Headquarters	2-5-9 Koto-bashi, Sumida-ku,
Tokyo Tokyo Sales Dept.	16F Harumi Island Triton Square Office Tower W, 1-8-8 Harumi, Chuo-ku, Tokyo
Saitama Center	3-1-5 Ryutsu Danchi, Koshigaya-shi, Saitama

Subsidiary offices

Trade name	Location
Kaika International Co., Ltd	2-5-9 Koto-bashi, Sumida-ku, Tokyo
Tokyo Lifestyle Limited	Unit 11, 12/F., Wing on Plaza, No.62 Mody Road, Tsim Sha Tsui East, Kowloon

5

Names and locations of physical stores are as follows:

Store Name	Location	Store Name	Location
Kameido Store	Koto-ku, Tokyo	Koshigaya Ryutsu-Danchi Store	Koshigaya-shi, Saitama
Hirai Store	Edogawa-ku, Tokyo	Quizgate Urawa Store	Saitama-shi, Saitama
Shinbashi Store	Minato-ku, Tokyo	Yokohama Chinatown Store	Yokohama-shi, Kanagawa
Kamata Store	Ota-ku, Tokyo	Hakuba Store	Hakuba-mura, Nagano
Nishikasai Store	Edogawa-ku, Tokyo	Nishikawaguchi Store	Kawaguchi-shi, Saitama

*1. We established the Nishikasai store in June 2022 and the Nishikawaguchi store in January 2023.

*2. We closed the Koiwa store in January 2023 and the Suidobashi store in March 2023.

(9) Employees (As of March 31, 2023)

Number of Employees	Change from the previous fiscal year	Average age	Average number of years of attendance
146	±0	About 36-year-old	3 years and 1 month

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

(10) Significant Subsidiaries

Company Name	Location	Capital stock	Business	Investment Ratio
Kaika International Co., Ltd.	Tokyo	5,000,000 yen	wholesale	100%
Tokyo Lifestyle Limited	Hong Kong, China	1,000,000 HK dollars	Wholesale and retail	100%
Shenzhen Qingzhiliangpin Network Technology Co., Ltd.	China	RMB840	EC Management	(100%)

*1. As of August 25, 2022, the subsidiary Tokyo lifestyle Co., Ltd. changed its trade name to Kaika International Co., Ltd.

*2. As of July 27, 2022, we acquired all shares of Tokyo Lifestyle Limited.

*3. The numerical value within the parentheses in the shareholding ratio represents the proportion based on indirect ownership.

(11)	Major borrowings (As of March 31, 2023)
	Commitment line contract

	(Unit: thousand yen)
Financial institutions	Balance of borrowings
Mizuho Bank, Ltd		1,550,000
MUFG Bank, Ltd		1,300,000
Resona Bank, Ltd		1,000,000
Sumitomo Mitsui Banking Corporation		900,000

*1. We have entered into a committed line of credit agreement with a maximum borrowing amount of 8,150,000,000 yen in order to secure stable and efficient working capital funding. This agreement is a syndicated loan arranged by MUFG Bank, Ltd. and Mizuho Bank, Ltd., with participation from a total of 17 financial institutions.

*2. The outstanding borrowing balance at the end of the current fiscal year based on this agreement is 8,150,000,000 yen.

6

2. Status of Stocks (As of March 31, 2023)

①	Total number of authorized shares:	100,000,000
②	Total number of shares issued and outstanding:	36,250,054
③	Number of shareholders:	4
④	Major Shareholders are as follows:

Names of shareholders	Number of shares held		Percentage of shares held (%)
Tokushin Goudou Kaisha		16,838,350		46.45
THE BANK OF NEW YORK MELLON		11,595,214		31.99
Mei Kanayama		7,216,436		19.91
SHUR Co., Ltd.		600,054		1.66

* THE BANK OF NEW YORK MELLON is a depository that issues American Depository Receipts (ADRs).

3. Matters related to warrants of the Company (As of March 31, 2023)

The total number of warrants, etc. as of the end of the current fiscal year is as follows:

① Total number of warrants: 300,000

② Class and number of shares to be issued upon exercise of stock warrants rights:

300,000 of our ordinary shares represented by American Depositary Shares in the United States

③	Amount to be paid in for stock warrants rights.
	US$0.01 divided by the number of warrants in the Offering.
④	Amount of assets to be contributed upon exercise of stock warrants rights.
	US$4.80 per common share.
⑤	Exercise period of stock warrants rights.
	From July 6, 2022, to January 7, 2027
⑥	Increase in capital stock and capital reserve when shares are issued due to the exercise of stock warrants rights.
	a. Amount of capital to be increased by the exercise of stock warrants rights.
	The amount shall be half of the maximum amount of increase in capital, etc., as calculated in accordance with Article 17, Paragraph 1 of the Corporate Calculation Regulations, with any fraction of less than one yen resulting from the calculation being rounded up to the nearest one yen.
	b. Amount of additional paid-in capital to be increased by the exercise of stock warrants rights.
	The amount of capital to be increased shall be the maximum amount of increase in capital, etc. as calculated in accordance with the provisions of Article 17, Paragraph 1 of the Corporate Calculation Regulations, less the amount of capital to be increased.
⑦	Allottee of warrants rights: Univest Securities, LLC.

7

4. Matters Relating to Corporate Officers (As of March 31, 2023)

(1) Directors and Auditors

Position	Name	Responsibilities and Important Concurrent Positions
President and Representative Director	Mei Kanayama	President and Chief Executive Officer
Director	Sen Uehara	Executive Officer, Sales Department, Store Development Department, Product Management Department, Sales Department, Logistics Department
Director and Corporate Officer (Principal Accounting and Financial Officer)	Yoichiro Haga	Executive Officer, Accounting Department.
Director	Tetsuya Sato	CFO, RSK Co., Ltd President, WDM Co., Ltd
Director	Yoji Takenaka	Lawyer
Director	Yukihisa Kitamura	Board of Trustees of Josai University
Auditor	Tadao Iwamatsu	None
Auditor	Keiichi Kimura	Certified Administrative Procedures Legal Specialist Auditor, Palpitoh Co., Ltd
Auditor	Junji Sato	Director, Seihinkokusai Co., Ltd.

* 1. Director Tetsuya Sato, Yoji Takenaka and Yukihisa Kitamura are independent directors as defined in Article 2, Item 15 of the Companies Act.

*	2.	Auditor Keiichi Kimura and Junji Sato are independent corporate auditors as stipulated in Article 2, Item 16 of the Companies Act.
*	3.	Mr. Xu Wang resigned from the position of Corporate Auditor at the conclusion of the Annual General Meeting of Shareholders presented on June 27, 2022, and Mr. Tadao Iwamatsu was newly elected and assumed office as a corporate auditor at the same shareholders’ meeting.

(2) Total amount of remuneration, etc. of directors and corporate auditors for the current fiscal year

(Unit: thousand yen)

						Total amount of remuneration, etc. by type
Position	Number of members		Total amount of compensation, etc.			Monetary reward			Performance-Linked Compensation, etc.			Non-monetary Compensation, etc.
Directors (Independent directors)	6 (3	)		76,800 (9,600	)		76,800 (9,600	)		-             (-	)		-             (-	)
Auditors (Independent auditors)	4 (2	)		9,750 (3,600	)		9,750 (3,600	)		-  (-	)		-  (-	)
Total	10 (5	)		86,550 (13,200	)		86,550 (13,200	)		- (-	)		- (-	)

* 1. The maximum amount of remuneration 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 remuneration for corporate auditors was resolved at the Extraordinary General Meeting of Shareholders held on October 19, 2021 to be 30,000,000 yen per year.

8

5. Accounting Auditors (As of March 31, 2023)

(1) Name:

Shine Wing Japan LLC

(2) Amount of compensation, etc.

Amount of remuneration, etc. for services stipulated in Article 2, Paragraph 1 of the Certified Public Accountants Act (Act No. 103 of 1948): 10,000,000 yen.

The Board of Corporate Auditors conducted necessary verification to assess the adequacy of the content of the auditor’s audit plan, the performance of the accounting audit, and the basis for determining the remuneration estimate. Based on this, the Board of Corporate Auditors has reached a decision of approval regarding the auditor’s remuneration and other related matters.

(3) Policy on Dismissal and Non-Reappointment of Auditors

  If the Board of Corporate Auditors determines that there is a problem with the performance of duties by the accounting auditor and that it is necessary to do so, the Board of Corporate Auditors will decide on the content of a proposal to be submitted to the General Meeting of Shareholders regarding the dismissal or non-reappointment of the accounting auditor.

6. System designed to ensure the appropriateness of business operations (As of March 31, 2023)

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

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

② Directors of the company and its subsidiaries shall establish a compliance system to ensure that employees comply with laws, regulations, and the Articles of Incorporation, and shall manage and supervise the status of compliance with such laws, regulations, and the Articles of Incorporation.

③ Corporate auditors shall investigate the status of the compliance system and whether or not there are any problems with laws, regulations, and the Articles of Incorporation, and report to the Board of Directors. The Board of Directors shall periodically review the compliance system to identify problems and make improvements.

④ The Company shall establish regulations concerning whistle-blowing, and shall establish an internal reporting system to promptly report and consult with directors and employees of the Company and its subsidiaries in the event that they discover any suspected violation of laws and regulations, etc.

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

① Information related to the execution of duties by Directors shall be prepared and stored in accordance with laws, regulations, and internal rules, and managed in a manner that allows access by directors, corporate auditors, and accounting auditors as necessary.

② The status of preparation, storage, and management of information related to the execution of duties by directors shall be subject to audit by corporate auditors.

9

(3) Regulations and other systems for managing the risk of loss

① The Company shall formulate the Risk Management Basic Regulations as the basis of the risk management system for the entire group and establish a risk management system in accordance with the said Regulations. In the event of an unforeseen event, the Company shall establish a Risk Management Committee chaired by the President and Representative Director, which shall take prompt action with the advice of legal counsel and others and establish a system to prevent and minimize the spread of damage.

② Directors and employees shall organize the contents of their respective departments’ risk management responsibilities, identify, analyze, and evaluate inherent risks, consider and implement appropriate countermeasures, and periodically review the status of such risk management.

③ Corporate auditors shall audit the risk management status of each department and report the results to the Board of Directors. The Board of Directors shall periodically review the risk management system to identify problems and make improvements.

(4) System to ensure that directors execute their duties efficiently

① Aiming to increase corporate value, the Company shall work to achieve its goals based on a business plan formulated with its corporate philosophy as the axis and shall manage the progress of its activities.

② As a basis of the system to ensure the efficient execution of duties by directors, regular meetings of the Board of Directors (once a month) and extraordinary meetings of the Board of Directors shall be held as necessary.

③ The Company shall establish various internal rules, including rules on segregation of duties and rules on administrative authority and decision-making authority, to clarify the authority and responsibilities of each officer and director, and establish a system to ensure appropriate and efficient execution of duties.

④ The Company shall also supervise its subsidiaries to maintain a balance in the establishment and operation of internal control systems with ensuring efficiency and promptness in the execution of duties by the directors.

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

In order to ensure the appropriateness of operations of the entire group, including subsidiaries, we will strive to establish a compliance system for the entire group.

(6) Matters concerning the system for employees to assist the duties of corporate auditors, the independence of such employees from directors, and the effectiveness of instructions to such employees

Employees to assist the duties of corporate auditors shall be assigned when requested by corporate auditors, and the consent of the Board of Corporate Auditors shall be obtained with respect to the transfer, evaluation, etc. of such employees.

(7) Systems for directors and employees to report to corporate auditors and other systems related to reporting to corporate auditors and other systems to ensure that corporate auditors’ audits are conducted effectively.

① Directors and employees of the Company and its subsidiaries shall immediately report to the Company’s corporate Auditors if they discover any fact that may cause significant damage to the Company.

② Corporate auditors shall attend meetings of the Board of Directors and other important meetings, and receive reports from the directors and other relevant personnel of the Company and its subsidiaries on the status of execution of their duties.

10

③ Corporate auditors may inspect important documents related to the execution of business operations, such as approval documents, and may request explanations from directors and employees of the Company and its subsidiaries.

④ Corporate auditors and representative directors shall hold periodic meetings to exchange opinions in order to promote mutual communication.

(8) System to ensure that persons reporting to auditors are not subject to any disadvantageous treatment because of such reporting

The Company and its subsidiaries shall prohibit any disadvantageous treatment of any person who reports to the Corporate Auditors by reason of such report and shall make such prohibition known to all employees.

(9) Matters concerning procedures for prepayment or reimbursement of expenses incurred in the execution of duties by corporate Auditors and other policies concerning the treatment of expenses or liabilities incurred in the execution of such duties

The Company shall promptly comply with any request by a corporate auditor for prepayment or reimbursement of expenses incurred in the performance of his/her duties.

(10) Basic policy on elimination of antisocial forces and status of its development

For sound corporate management, our basic policy is to take a firm stand against antisocial forces and to have no relationship with them.

The General Affairs Department is in charge of dealing with antisocial forces, and the General Manager of the General Affairs Department is responsible for this department. In addition, the Company works closely with external organizations, including legal counsel, the police, and the Metropolitan Police Department’s Special Anti-Violence Countermeasures Association, to develop a system that enables the entire organization to respond promptly, collect information, and provide thorough employee education.

7. Summary of operation of the system to ensure the appropriateness of business

The Company has established a system to ensure the appropriateness of its operations, and the Board of Directors continuously identifies and analyzes management risks and discusses measures to address them. Based on the results, the Company reviews internal rules and operations as necessary to improve the effectiveness of the internal control system. In addition to audits by corporate auditors, the Company has established a system that enables corporate auditors to monitor the status of business execution and compliance-related risks by attending important internal meetings. In addition, internal audits are conducted on a regular basis to verify that day-to-day operations do not violate laws, the Articles of Incorporation, or internal regulations.

11

Balance Sheet

(As of March 31, 2023)

(Unit: thousand yen)

 

Assets		Liabilities
Subjects	Amounts	Subjects	Amounts
[Current assets]	16,065,799	[Current liabilities]	15,571,530
Cash and deposits	126,016	Accounts payable	2,118,989
Accounts receivable trade	12,576,884	Short-term borrowings	8,150,000
Merchandise inventories	719,794	Long-term borrowing  Scheduled to be repaid within 1 year	292,580
Advances paid	6,425	Other payables	920,469
Prepaid expenses	330,281	Accrued expenses	19,418
Employee advances	4,302	Deposit	4,971
Accounts receivable	53,930	Accrued income taxes	90,076
Income taxes receivable	651,121	Unpaid consumption tax, etc.	3,873,668
Consumption taxes receivable	1,712,463	Provision for bonuses	20,225
Allowance for doubtful accounts	∆115,420	Provision for allowance for point card certificates	2,659
[Fixed assets]	6,513,456	Contract liability	14,288
Tangible fixed assets	1,552,785	Short-term lease debt accounting	53,554
Buildings	584,633	Asset retirement obligations	10,629
Building and accessories	480,073	[Fixed liabilities]	1,493,023
Structures	34,984	Long-term borrowings	1,063,955
Vehicles & delivery	48,278	Deposit received for guarantee	1,050
Equipment, tools, equipment, and fixtures	121,275	Long-term other payables	205,703
Tangible leased assets	180,829	Long-term lease obligations	73,522
Land	464,107	Allowance for retirement benefits	25,782
Accumulated depreciation	∆341,476	Asset retirement obligations	123,009
Accumulated impairment loss	∆19,920	Total liabilities	17,064,554
[Intangible assets]	35,907	Net assets
Intangible lease assets	35,907	Subjects	Amount
[Investments and other assets]	4,924,763	[Shareholders’ equity]	5,514,691
capital	2,010	Capital stock	1,659,974
Security deposit	127,787	Capital surplus	1,408,991
Guarantee deposits	165,783	Capital reserve	1,408,991
Insurance reserve fund	21,233	Retained earnings	2,445,725
Recycling deposit	79	Other retained earnings	2,445,725
Long-term prepaid expenses	8,131	Retained earnings brought-forward	2,445,725
Long-term accounts receivable	4,133,801	[Equity warrant]	11
bankruptcy reorganization claim	107,400
Allowance for doubtful accounts	∆148,720
Deferred tax asset	74,582
Shares of subsidiaries and affiliates	432,673	Total net assets	5,514,702
Total assets	22,579,256	Total liabilities and net assets	22,527,256

12

Income Statement

(For the fiscal year beginning April 1, 2022 ended March 31, 2023)

(Unit: thousand yen)

Subject	Amount
Sales				21,667,575
Cost of sales				18,312,570
Gross profit				3,355,004
Selling, general and administrative expenses				2,870,852
Operating income				484,152
Non-operating income
Interest and dividends income		19
Interest on refund			8,640
Miscellaneous income		63,272		71,933
Non-operating expenses
Interest expense		137,596
Foreign exchange loss		38,610
Loan commission		186,589
Other expenses		317		363,113
Ordinary income				192,972
Extraordinary income
Gain on sales of fixed assets		253
Compensation for damages received			3,802,931	3,803,185
Extraordinary loss
Impairment loss		19,920
Past annual consumption tax amount, etc.			4,581,839	4,601,759
Income before income taxes				∆605,602
Corporate, inhabitant and enterprise taxes		106,253
Income taxes refundable			∆651,121
Income taxes-deferred		10,692		∆534,174
Net income				∆71,427

13

Statement of Changes in Net Assets

From April 1, 2022, to March 31, 2023

(Unit: thousand yen)

	Shareholders’ equity
		Capital surplus		Retained earnings
				Other retained earnings
	Capital	Capital reserve	Total capital surplus	Retained earnings brought forward	Total retained earnings	Total shareholders’ equity	Subscription warrant	Total net assets
Balance on April 1, 2021	1,659,974	1,408,991	1,408,991	2,559,070	2,559,070	5,628,036	11	5,628,047
Cumulative effect of a change in accounting policy				△41,917	△41,917	△41,917		△41,917
Balance at the beginning of the period after retroactive processing	1,659,974	1,408,991	1,408,991	2,517,152	2,517,152	5,586,118	11	5,586,130
Fluctuations during the fiscal year
Net income				△71,427	△71,427	△71,427		△71,427
Changes in items other than shareholders’ equity during the fiscal year (net amount)
Total fluctuations during the fiscal year				△71,427	△71,427	△71,427		△71,427
Balance at the end of March 31, 2022	1,659,974	1,408,991	1,408,991	2,445,725	2,445,725	5,514,691	11	5,514,702

14

Individual Note Table

1. Notes to Significant Accounting Policies

(1) Valuation standards and methods for securities

Stocks of subsidiaries and affiliates -- Stated at cost based on the moving average method.

(2) Valuation standards and methods for inventories

Cost method based on the moving average method -- The amount on the balance sheet is calculated by writing down the book value based on a decline in profitability.

(3) Depreciation method for fixed assets

① Property, plant and equipment (excluding lease assets) -- Declining-balance method (except for buildings acquired on or after April 1, 1998) Buildings (excluding annexed facilities) acquired on or after April 1, 1998, and annexed facilities and structures acquired on or after April 1, 2016, are depreciated using the straight-line method).

The main supported years are as follows:

Buildings 38 ~50 years

Building ancillary equipment 6 ~18 years

Buildings 10~30 years

Vehicles 2~7 years

Tool and appliance spare parts 3~18 years

② Leased asset.

Lease assets related to finance lease transactions that do not transfer ownership.

We use the straight-line method with the lease term as the useful life and the residual value as zero.

(4) Basis for provisions

① Allowance for doubtful accounts

The allowance for doubtful accounts is provided for possible losses on receivables based on the historical write-off ratio for general receivables and on the estimated number of uncollectible receivables based on a case-by-case determination of collectability for specific receivables such as doubtful receivables.

② Reward and lead when gold

To provide for the payment of bonuses to employees, the Company accrues an estimated number of bonuses to be paid, corresponding to the current fiscal year.

③ Retirement benefit reserve

To provide for the payment of retirement benefits to employees, the Company records an amount recognized 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. The retirement benefit obligation is calculated based on the required amount at the end of the fiscal year in accordance with the retirement benefit regulations.

④ Allowance for point card certificates

The unused number of points issued under the point system for the purpose of sales promotion is recognized based on the estimated future use of the points, which is based on the historical usage rate and other factor

15

(5) Basis for recording revenues and expenses

The Company’s principal business is the sale of cosmetics and household goods. The Company recognizes revenue from the sale of these products at the time of delivery because the Company believes that the customer obtains control of the products, and the performance obligation is satisfied at the time the products are delivered. Revenue is measured at the amount of consideration promised in the contract with the customer, less returns, discounts, and rebates. Consideration for transactions is received within one year of satisfaction of the performance obligation.

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

Accounting for consumption taxes

Consumption taxes are accounted for using the tax exclusion method.

2. Notes to Revenue Recognition

(1) Decomposition of earnings

The Company operates a wholesale and retail business and an e-commerce business for domestic and overseas markets, and the main types of goods or services in each business are daily necessities and sundries, cosmetics, and pharmaceuticals.

	(Unit: thousand yen)
Sales of each business	Domestic wholesale 7,454,347
	Domestic EC 1,098,013
	Domestic retail 1,161,648
	Overseas wholesale 7,358,085
	Overseas EC 4,595,480

(2) Information that serves as a basis for understanding earnings

It is as described in “Revenue and Expense Recording Standards” in “Notes on Matters Related to Important Accounting Policies”.

3. Note on balance sheet.

	(Unit: thousand yen)
(1) Assets provided as collateral and debt related to collateral
Assets pledged as collateral	Land 464,107
	Building 552,875
	Total 1,016,982
Debt related to collateral	Long-term borrowing 956,535
	Total 956,535
(2) Receivables from and payables to subsidiaries and affiliates	Accounts receivable trade 849,831
	Advance money 58
	Accounts receivable 2,749
	Long-term accounts receivable 116,296
	Account payable 744
(3) Monetary debt to directors	Other payables 8,388
(4) Guaranteed liabilities
The Company guarantees the borrowing obligations of other companies from financial institutions.	(Unit: thousand yen)
Tokyo Lifestyle Limited	Balance of debt guarantees received 250,000
Shintai Co., Ltd.	Balance of debt guarantees received 25,640

16

4. Notes on income statement

Transaction volume with affiliated companies 

Operating transaction amount

	(Unit: thousand  yen)
Sales		1,488,202
Purchase		46,072
Non-operating transaction amount		127,514

As a subsequent event of correction, the Company recorded 4,581,839 thousand yen as “Consumption tax for prior periods, etc.” under extraordinary losses for the total amount of consumption taxes additionally paid, underpayment of consumption taxes, and delinquent taxes due to the amended consumption tax return in May 2023. In addition, 3,802,931 thousand yen was recorded as “Compensation for damages received” under extraordinary gains due to claims for compensation for damages associated with these items.

5. Notes on the statement of changes in shareholders’ equity, etc.

① Matters concerning the type and total number of issued shares on the last day of the current fiscal year.

Ordinary Shares 36,250,054

② The type and quantity of shares intended to be allocated for the stock options (excluding those for which the exercise period has not yet commenced) as of the last day of the fiscal year.

Ordinary Shares 300,000

6. Notes on tax effect accounting

Breakdown of deferred tax assets and deferred tax liabilities by major causes

(Deferred tax assets)	(Unit: thousand yen)
Accrued business tax		6,838
Accrued business office taxes		588
Allowance for doubtful accounts		80,892
Allowance for bonuses		6,193
Allowance for points		814
Product deterioration write-down		5,998
Net operating loss carried forward		404,319
Asset retirement obligations		40,926
Accumulated impairment loss		5,515
Loss on valuation of stocks of subsidiaries and affiliates		1,531
Allowance for retirement benefits		7,895
Subtotal of deferred tax assets		549,871
Valuation allowance for net operating loss carryforwards for tax purposes		△335,044
Valuation allowance for total deductible temporary differences		△127,990
Subtotal of valuation allowance		△463,035
Total deferred tax assets		98,479
(Deferred tax liabilities)
Retirement costs corresponding to asset retirement obligations		△23,897
Total deferred tax liabilities		△23,897
Net deferred tax assets		74,582

17

7. Notes on financial products

(1) Matters concerning the status of financial products

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

(2) Matters concerning the market value of financial products

The balance sheet amount, market value and the difference between them as of March 31, 2023 (the settlement date for the current fiscal year) are as follows.

Cash is omitted from the notes, while deposits, accounts receivable, accounts payable and short-term loans payable are settled in a short period of time and their fair value approximates their book value.

	(Unit thousand yen)
	Balance sheet amount*1		Market price*1		Difference
Long-term borrowing*2	(1,356,535	)	(1,337,643	)	18,892

*1 Items recorded in liabilities are shown in parentheses.

*2 Current portion of long-term debt is included.

(Note 1) How to calculate the market value of financial products.

Liabilities

Long-term borrowing

The actual price of the above items is calculated by discounting the total value of principal and interest at the interest rate assumed when a new loan is made.

The carrying amount of long-term borrowing with floating interest rates is used as their fair value approximates their carrying amount as long as the market interest rate is reflected within a short period of time (within one year) and the Company’s credit status has not changed significantly since the execution of the loan.

(Note2) Carrying number of financial instruments whose fair value is extremely difficult to determine.

(Unit: thousand yen)

	Balance sheet amount
Shares of subsidiaries and affiliates		432,673

Affiliates are not subject to fair value disclosure because they have no market value, and it is extremely difficult to determine their fair value.

18

8. Notes on transactions with related parties

(1) Transactions with subsidiaries and related parties
	(Unit: thousand yen)

Type	Name of Company	Percentage of voting rights, etc. held by the Company	Relationship with related parties	Transaction details	Amount of transaction	Accounts	Balance at the end of year
Subsidiary company	Kaika International Co., Ltd.	Ownership 100%	Sales of products Consignment of administrative services	Purchase Miscellaneous income	25,119 6,917	Accounts payable Accounts receivable	744 49
Subsidiary company	Tokyo Lifestyle Limited	Ownership 100%	Purchasing Merchandise Merchandise Sales Debt guarantee Claim for Damages	Purchases Sales miscellaneous income loan guarantee Compensation for damages received	8,030 1,481,690 4,140 250,000 116,296	Accounts receivable trade Long-term accounts receivable	848,466 2,700 116,296
Subsidiary company	Shen Zhen Qingzhiliangpin Network technology Co., Ltd	Ownership Indirect	Purchase of goods	Purchase	3,428
Affiliated company	Palpito Co., Ltd.	Ownership 40%	Sales of products Merchandise Sales	Purchase Sales miscellaneous income	9,493 5,808 160	Advance money Accounts receivable trade	58 1,083

Transaction conditions and policy for determining transaction conditions, etc.

*1 Prices and other transaction conditions are determined by price negotiations, etc. taking into consideration market performance.

*2 The Company guarantees borrowings from financial institutions.

*3 No guaranteed fees are given or received from subsidiaries.

19

(2) Officers and major individual shareholders, etc.

(Unit: thousand yen)

Type	Name of Company, etc.	Voting rights, etc. Percentage of voting rights, etc. held	Transaction details	Transactions		Amount of transaction		subject	Balance at end of year
Company or entity where officers and their close relatives hold a majority of voting rights	Tokushin Goudou Kaisha	None	Merchandise Sales		Sales		668	Accounts receivable trade		281
Company or entity where officers and their close relatives hold a majority of voting rights	Takuetsu International Co.,Ltd	None	Merchandise Sales		Sales		34	None		None

Terms and conditions of transactions and policy for determining terms and conditions of transactions, etc.

* Prices and other transaction terms are determined by price negotiations, etc., in consideration of market performance.

9. Note on fixed assets used by leasing

In addition to the fixed assets recorded on the balance sheet, some office equipment, etc. are used under a finance lease contract that does not transfer ownership.

10. 1 Information of per share

	(Unit: yen)
(1) Net assets per share		152.13
(2) Net income per share		△1.97

11. Other notes

The stated amount is rounded down to the nearest thousand yen.

20

Annexed specification

From April 1, 2022 to March 31, 2023

1. Details of property, plant and equipment and intangible assets (including those incurring depreciation expenses recorded in investments and other assets)

(Unit: thousand yen)

	Asset types	Book value at the beginning of the fiscal year		Increase of the fiscal year		Decreased Amount of  the fiscal year		Current reimbursement (Current impairment amount)		Book value at the end of the fiscal year		Accumulated impairment loss		Accumulated depreciation		End of period Acquisition Price
Property, plant and equipment	Building		567,434		-		-		14,559		552,875		-		31,758		584,633
	Equipment attached to buildings		306,396		90,218		3,080		56,105 (19,920)		337,428		19,920		122,724		480,073
	structure		33,113		359		-		2,122		31,351		-		3,632		34,984
	Vehicles and transportation equipment		14,287		16,028		-		9,342		20,974		-		27,303		48,278
	Tools and equipment spare parts		45,822		40,443		146		20,668		65,451		-		55,823		121,275
	Land		464,107		-		-		-		464,107		-		-		464,107
	Tangible leased assets		92,433		22,881		-		34,718		80,596		-		100,232		180,829
	Total amount		1,523,595		169,932		3,227		137,515 (19,920)		1,552,785		19,920		341,476		1,914,181
Intangible fixed assets	Intangible lease assets		46,825		6,408		-		17,326		35,907
	Total amount		46,825		6,408		-		17,326		35,907
Investments and other assets	Long-term prepaid expenses		511,800		3,587		334,073		173,184		8,131
	Total amount		511,800		3,587		334,073		173,184		8,131

* Figures in parentheses in the “Depreciation for the fiscal year” column indicate the amount of impairment loss recorded for the fiscal year. The increase in building fixtures during the period was mainly due to the construction of the Nishi-Kasai and Nishi-Kawaguchi stores.

21

2. Details of provisions

(Unit: thousand yen) 

Subject	Balance at beginning of the fiscal year		Increase during the fiscal year		Decrease during the fiscal year		Balance at end of the fiscal year
Allowance for doubtful accounts		129,601		134,539		-		264,140
Allowance for bonuses		26,595		20,225		26,595		20,225
Allowance for point card certificates		640		2,659		640		2,659
Retirement benefit reserve		21,187		22,941		18,346		25,782

3. Details of selling, general and administrative expenses

(Unit: thousand yen)

Subject	Balance at the end of current period		Summary
Advertising expenses		101,083
Sales promotion expenses		25,836
Packing and freight charges		642,861
Provision for allowance for point card certificates		2,019
Recruitment and training expenses		1,636
Loss on disposal of inventory		14,992
Officer’s compensation or remuneration		86,550
Salary supplement		364,858
Bonus		2,024
Provision for bonuses		45,825
Legal welfare expenses		62,429
Welfare expense		3,982
Depreciation and amortization		134,921
Repair expense		352
Health expenses		5,429
Office supplies		21,103
Utilities charge		28,153
Travel expenses		40,799
Commission		644,903
Taxes and public dues		29,472
Entertainment expenses		48,950
Insurance premium		29,364
Postage		6,658
Sundry expenses		344
Vehicle expenses		4,405
Allowance for doubtful accounts		134,539
Lease payment		8,000
Expenses for rent of space, land, etc.		166,789
Advisory fee		16,323
Conference expenses		73
Miscellaneous expenses		42
Retirement benefit expenses		22,941
Amortization of long-term prepaid expenses		173,184
Selling, general and administrative expenses		2,870,852

22