And St Hd Co.ltd. TSE:2685

And ST HD : Summary of Consolidated Financial Results for the Fiscal Year Ended February 28, 2026

Published

Source: MarketScreener

Summary of Consolidated Financial Results for the Fiscal Year Ended February 28, 2026

[Japanese GAAP]

April 6, 2026

Company name:

and ST HD Co., Ltd.

Listing: Tokyo Stock Exchange

Stock code:

2685

URL: https://www.andst-hd.co.jp

Representative:

Taiki Fukuda, Representative Director and President

Contact:

Masatake Hayashi, Group Executive Officer, General Manager of Corporate Planning Office

Tel: +81 3 5466 2060

Scheduled date of Annual General Meeting of Shareholders:

May 27, 2026

Scheduled date of payment of dividend:

May 11, 2026

Scheduled date of filing of Annual Securities Report:

May 26, 2026

Preparation of supplementary materials for financial results:

Yes

Holding of financial results meeting:

Yes (for investors)

(All amounts are rounded down to the nearest million yen)

  1. Consolidated Financial Results for the Fiscal Year Ended February 28, 2026 (March 1, 2025 - February 28, 2026)
    1. Consolidated results of operations (Percentages shown for net sales and incomes represent year on year changes)

      Net sales

      Operating profit

      Ordinary profit

      Net income attributable

      to owners of the parent

      Million yen

      %

      Million yen

      %

      Million yen

      %

      Million yen

      %

      Fiscal year ended Feb. 28, 2026

      304,351

      3.8

      16,524

      6.5

      16,827

      5.4

      9,498

      (1.2)

      Fiscal year ended Feb. 28, 2025

      293,110

      6.4

      15,510

      (13.9)

      15,964

      (13.2)

      9,614

      (28.9)

      Note: Comprehensive income Fiscal year ended Feb. 28, 2026: 9,482 million yen (down 3.2%)

      Fiscal year ended Feb. 28, 2025: 9,799 million yen (down 30.9%)

      Net income per share

      Diluted net income per share

      ROE

      Ratio of ordinary profit to total assets

      Ratio of operating profit to net sales

      Yen

      Yen

      %

      %

      %

      Fiscal year ended Feb. 28, 2026

      205.86

      -

      12.0

      12.3

      5.4

      Fiscal year ended Feb. 28, 2025

      208.93

      -

      13.1

      12.2

      5.3

      Reference: Equity in earnings of affiliates Fiscal year ended Feb. 28, 2026: million yen

      Fiscal year ended Feb. 28, 2025: (26) million yen

    2. Consolidated financial position

      Total assets

      Net assets

      Equity ratio

      Net assets per share

      Million yen

      Million yen

      %

      Yen

      As of Feb. 28, 2026

      139,688

      81,823

      58.3

      1,765.62

      As of Feb. 28, 2025

      133,108

      77,200

      57.9

      1,665.51

      Reference: Shareholders' equity As of Feb. 28, 2026: 81,444 million yen As of Feb. 28, 2025: 77,102 million yen

    3. Consolidated cash flow position

    Cash flows from operating activities

    Cash flows from investing activities

    Cash flows from financing activities

    Cash and cash equivalents at end of

    period

    Million yen

    Million yen

    Million yen

    Million yen

    Fiscal year ended Feb. 28, 2026

    20,566

    (9,515)

    (7,426)

    24,820

    Fiscal year ended Feb. 28, 2025

    21,373

    (16,971)

    (7,111)

    21,081

  2. Dividends

    Dividend per share

    Total dividends

    Dividend payout ratio

    (consolidated)

    Dividend on equity

    (consolidated)

    Q1-end

    Q2-end

    Q3-end

    Year-end

    Total

    Yen

    Yen

    Yen

    Yen

    Yen

    Million yen

    %

    %

    Fiscal year ended Feb. 28, 2025

    -

    35.00

    -

    55.00

    90.00

    4,211

    43.1

    5.6

    Fiscal year ended Feb. 28, 2026

    -

    45.00

    -

    45.00

    90.00

    4,210

    43.7

    5.2

    Fiscal year ending Feb. 28, 2027 (forecast)

    -

    45.00

    -

    45.00

    90.00

    39.5

  3. Consolidated Forecast for the Fiscal Year Ending February 28, 2027 (March 1, 2026 - February 28, 2027)

(Percentages represent year on year changes)

Net sales

Operating profit

Ordinary profit

Net income attributable to owners of the parent

Net income per share

Full year

Million yen

%

Million yen

%

Million yen

%

Million yen

%

Yen

314,000

3.2

17,200

4.1

17,200

2.2

10,500

10.5

227.63

* Notes
  1. Significant changes in scope of consolidation during the period: Yes

    Newly added: 2 (KARRIMOR International Ltd.; ADASTRIA (MALAYSIA) SDN. BHD.) Excluded: 1 (Velvet,LLC)

  2. Changes in accounting policies and accounting based estimates, and restatements

    1) Changes in accounting policies due to revisions in accounting standards, others: Yes

    2) Changes in accounting policies other than 1) above: None

    3) Changes in accounting-based estimates: None

    4) Restatements: None

    (Note) For details, refer to 3. Consolidated Financial Statements and Notes (5) Notes to Consolidated Financial Statements (Changes in Accounting Policies) on page 16 of the attached materials.

  3. Number of outstanding shares (common stock)

    1. Number of shares outstanding at the end of the period (including treasury shares)

      As of Feb. 28, 2026: 48,800,000 shares As of Feb. 28, 2025: 48,800,000 shares

    2. Number of treasury shares at the end of the period

      As of Feb. 28, 2026: 2,672,130 shares As of Feb. 28, 2025: 2,506,369 shares

    3. Average number of shares outstanding during the period

      Fiscal year ended Feb. 28, 2026: 46,141,767 shares Fiscal year ended Feb. 28, 2025: 46,018,757 shares

      Reference: Summary of Non Consolidated Financial Results
      1. Non Consolidated Financial Results for the Fiscal Year Ended February 28, 2026 (March 1, 2025 - February 28, 2026)
        1. Non consolidated results of operations (Percentages represent year on year changes)

          Net sales

          Operating profit

          Ordinary profit

          Net income

          Million yen

          %

          Million yen

          %

          Million yen

          %

          Million yen

          %

          Fiscal year ended Feb. 28, 2026

          124,736

          (46.0)

          7,612

          (43.4)

          9,818

          (34.1)

          5,459

          (49.4)

          Fiscal year ended Feb. 28, 2025

          230,983

          5.0

          13,449

          (17.7)

          14,888

          (8.8)

          10,792

          23.2

          Net income per share

          Diluted net income per share

          Yen

          Yen

          Fiscal year ended Feb. 28, 2026

          118.31

          -

          Fiscal year ended Feb. 28, 2025

          234.52

          -

        2. Non consolidated financial position

          Total assets

          Net assets

          Equity ratio

          Net assets per share

          Million yen

          Million yen

          %

          Yen

          As of Feb. 28, 2026

          84,434

          67,563

          80.0

          1,464.69

          As of Feb. 28, 2025

          105,313

          67,141

          63.8

          1,450.34

          Reference: Shareholders' equity As of Feb. 28, 2026: 67,563 million yen As of Feb. 28, 2025: 67,141 million yen

          (Note) The Company became a holding company via corporate split on September 1, 2025.

          For details, refer to 3. Consolidated Financial Statements and Notes (5) Notes to Consolidated Financial Statements (Changes in Accounting Policies) on page 16 of the attached materials.

          Note 1: The current financial report is not subject to audit by certified public accountants or auditing firms. Note 2: Cautionary statement with respect to forward looking statements

          Forward looking statements in this report are based on currently available information and certain assumptions judged to be reasonable. These statements are not promises by Adastria regarding future performance. Actual results may differ significantly from these forecasts for a number of factors. Please refer to the section " 1. Overview of Results of Operations

  4. Outlook" on page 7 regarding preconditions or other related matters for the forecast shown above.

Attachments

  1. Overview of Results of Operations 2

    1. Results of Operations 2

    2. Financial Position 6

    3. Cash Flows 6

    4. Outlook 7

    5. Basic Policy on Profit Distribution, and Dividend Plans for the Current and Next Fiscal Years 8

  2. Basic Approach to the Selection of Accounting Standards 8

  3. Consolidated Financial Statements and Notes 9

    1. Consolidated Balance Sheet 9

    2. Consolidated Statements of Income and Comprehensive Income 11

    3. Consolidated Statement of Changes in Equity 14

    4. Consolidated Statement of Cash Flows 15

    5. Notes to Consolidated Financial Statements 16

      Going Concern Assumption 16

      Changes in the Scope of Consolidation or Application of the Equity Method 16

      Changes in Accounting Policies 16

      Consolidated Balance Sheet 16

      Segment Information, etc. 17

      Per Share Information 18

      Business Combinations, Etc. 19

      Subsequent Events 20

  4. Other 21

    1. Changes in Directors 21

  1. Overview of Results of Operations
    1. Results of Operations

      Consolidated Results

      FY2/25 (Mar. 1, 2024 -

      Feb. 28, 2025)

      FY2/26 (Mar. 1, 2025 -

      Feb. 28, 2026)

      YoY Change

      YoY Change (%)

      Net sales

      (Million yen)

      293,110

      304,351

      11,240

      3.8%

      Operating profit

      (Million yen)

      15,510

      16,524

      1,013

      6.5%

      Ordinary profit

      (Million yen)

      15,964

      16,827

      862

      5.4%

      Net income attributable to

      owners of the parent

      (Million yen)

      9,614

      9,498

      (115)

      (1.2%)

      The employment and personal income environment in Japan remained stable, supporting a gradual economic recovery throughout the current consolidated fiscal year. However, personal consumption faced downside risks as the ongoing weak yen and labor shortages continued to drive up food, raw materials, and energy costs. The outlook for the global economy as a whole remains uncertain due to U.S. tariff policies and the international landscape.

      Against this backdrop, the and ST HD Group aims to position our e-commerce site and ST, as the driving force to generate synergies across group companies, as outlined in Medium-Term Management Plan 2030, announced in April 2025. In doing so, we aim to evolve into a Play fashion! platformer that expands our reach through collaboration with customers and external partners.

      Consolidated net sales amounted to 304,351 million yen (up 3.8% year on year), operating profit was 16,524 million yen (up 6.5%), while ordinary profit was 16,827 million yen (up 5.4%) and net income attributable to owners of the parent was 9,498

      million yen (down 1.2%). Pursuing our growth strategy, we expanded brands and categories through M&A, opened our own ecommerce site to products from other companies, and opened physical stores overseas. As a result, sales increased while net income attributable to owners of the parent decreased due to extraordinary losses. Sales and profit performance did not meet our initial forecasts due to challenges in responding to climate change in Japan and overseas, as well as the impact of the performance of major brands.

      Net sales for casual fashion in the Apparel and Sundries Related Business in Japan were affected by unseasonal temperatures in April and September, which slowed the start of seasonal clothing; however, demand for casual fashion remained firm. Net sales in Japan increased 4.0% year on year, supported by a diverse product lineup driven by the multi-brand, multi-company strategy, along with promotions including TV commercials and points-reward programs. M&A also contributed to a net increase of four months for two brands, TODAY'S SPECIAL and GEORGE'S, which joined the group in July 2024, and a net increase for

      KARRIMOR International Ltd., which joined the group in April 2025.

      Under our platform strategy, we expanded promotional initiatives linking and ST with physical stores, and developed collaboration products with well-known characters and popular staff. As a result, membership in the shared point system for ecommerce and physical stores grew by 2 million from the end of the previous fiscal year to 21.7 million, and the number of active members reached 7.8 million. The number of brands and gross merchandise value also increased under the open-mall model on and ST, which allows external brands to list their products.

      Overseas net sales (converted to yen) increased 18.6% year on year in mainland China, driven by strong performance in our cross-channel strategy to raise brand recognition through the opening of cost-efficient standard-format stores and to generate earnings through e-commerce, despite ongoing pressure from the real estate downturn and weak consumer sentiment. In Hong Kong and Taiwan, new store openings and e-commerce under the multi-brand strategy continued to perform well, resulting in year-on-year sales growth of 1.3% and 25.2%, respectively. We completed the equity interest transfer of Velvet, LLC, an operating subsidiary (sub-subsidiary) in the U.S., on July 25, 2025, withdrawing from the business. As a result, sales in our

      U.S. business declined 44.3%. New store openings in Thailand and the Philippines led to higher net sales, while the overseas business overall recorded a 0.3% year-on-year decrease in net sales, impacted by the decrease in sales in the U.S.

      Sales in Other (food and beverage business) increased 1.1% year on year, despite continued challenges in the food service industry, including rising raw material and utility costs and labor shortages. This result was supported by steady performance at existing stores and a net increase in new stores, including overseas locations, contributing to the increase in sales, despite the negative impact of the change in fiscal year-end and fewer months included in our results.

      Given the upward pressure on costs due to the depreciating yen, we endeavored to control inventory and reduce costs by offering products at the right time, right price, and right volume. We also expanded our highly profitable platform business in

      line with our growth strategy. At the same time, gross profit margin in the Apparel and Sundries Related Business declined year on year due to lower-than-expected full-price sales due to the year-round impact of the weather. In Other (food and beverage business), rising costs of materials, etc., outpaced our efforts to revise prices and reduce costs, resulting in a lower gross profit margin. As a result, consolidated gross profit margin declined 0.1 percentage points year on year to 54.6%.

      Selling, general, and administrative expenses increased due to factors including stepped-up promotions, advertising expenses for new flagship store openings, higher personnel expenses due to improved employee compensation, and an increase in depreciation and amortization in line with new store openings and M&A. However, overall efficiency gains helped us hold SG&A ratio to within 0.3 percentage points at 49.1%.

      As a result, operating profit margin rose 0.1 percentage points to 5.4% while operating profit increased 6.5% year on year.

      We recorded 2 million yen in foreign exchange gains as non-operating income, 3,446 million yen in gain on sale of non-current assets as extraordinary income in connection with the sale of the Fukuoka Distribution Center, and extraordinary losses that included 2,502 million yen in impairment loss on intangible assets associated with goodwill, 1,137 million yen in impairment loss related to stores, and 695 million yen in loss on sales of shares in subsidiaries and affiliates in connection with the transfer of interest in Velvet, LLC.

      Business segment performance was as follows.

      1. Apparel and Sundries Related Business

        Net sales amounted to 289,770 million yen (up 4.0% year on year) and segment profit was 17,301 million yen (up 3.7%).

        We opened 108 new stores (including 35 overseas) and closed 53 locations (including 6 overseas). As a result, the segment operated 1,601 stores (including 157 locations overseas) as of the end of the current consolidated fiscal year.

      2. Other (Food and Beverage Business)

      Net sales amounted to 14,759 million yen (up 1.0% year on year) and segment loss was 474 million yen (compared with a segment loss of 717 million yen in the previous fiscal year).

      The segment operated 73 stores as of the end of the fiscal year. We opened 3 new locations and closed 6.

      Supplementary Information

      1. Sales by Brand and Region

        Brand / Region

        FY2/26

        YoY change (%)

        Net sales (million yen)

        Composition (%)

        GLOBAL WORK

        53,842

        17.7

        2.2

        niko and ...

        37,850

        12.4

        5.4

        LOWRYS FARM

        24,249

        8.0

        6.6

        studio CLIP

        23,918

        7.9

        4.5

        LEPSIM

        17,230

        5.7

        15.7

        LAKOLE

        14,165

        4.7

        11.8

        JEANASiS

        11,625

        3.8

        (0.6)

        BAYFLOW

        10,998

        3.6

        (2.6)

        Other (Note 3)

        39,681

        13.0

        (5.6)

        Total (Adastria) (Note 4)

        233,562

        76.8

        3.0

        BUZZWIT Co., Ltd.

        12,562

        4.1

        2.3

        ELEMENT RULE Co., Ltd.

        13,781

        4.5

        9.0

        Other consolidated subsidiaries (Note 3)

        5,896

        1.9

        97.8

        Total (Japan)

        265,803

        87.3

        4.4

        Mainland China

        5,062

        1.7

        18.6

        Hong Kong

        4,820

        1.6

        1.3

        Taiwan

        9,413

        3.1

        25.2

        Thailand

        518

        0.2

        45.9

        The Philippines

        143

        0.0

        468.3

        USA

        3,900

        1.3

        (44.3)

        Total (Overseas)

        23,858

        7.9

        (0.3)

        Total (Apparel and Sundry Goods-related

        Business)

        289,661

        95.2

        4.0

        zetton inc. (Note 5)

        14,690

        4.8

        1.1

        Other (Food and Beverage) total

        14,690

        4.8

        1.1

        Total (Group)

        304,351

        100.0

        3.8

        (Notes) 1. Stores grouped by brand operating divisions and geographic regions.

  2. Net sales represent sales to external customers and do not include internal sales between consolidated subsidiaries.

  3. Effective March 1, 2025, the Company's producing business and other operations are to be transferred to and ST Co., Ltd., through an absorption-type company split. As of this consolidated fiscal year, sales in this business, previously recorded under Other by and ST HD are now recorded under Other consolidated subsidiaries.

  4. and ST HD Co., Ltd. results include Adastria Co., Ltd. net sales prior to the absorption-type split conducted on September 1, 2025.

  5. Sales of zetton inc. include sales of consolidated subsidiary ZETTON, INC.(U.S.A.)

    1. Sales by Product Category

      Category

      FY2/26

      YoY change (%)

      Net sales (million yen)

      Composition (%)

      Men's apparel (bottoms, tops)

      50,689

      16.7

      5.5

      Lady's apparel (bottoms, tops)

      176,333

      57.9

      2.0

      Other

      77,328

      25.4

      7.1

      Total

      304,351

      100.0

      3.8

      (Notes) 1. Other includes contract liabilities and an additional provision for point card certificates and other items.

      1. Net sales represent sales to external customers and do not include internal sales between consolidated subsidiaries.

    2. Number of Stores

      Brand / Region

      Number of stores

      As of Feb. 28, 2025

      FY2/26

      As of Feb. 28, 2026

      Merged, etc.

      (Note 3)

      Opened

      Changed

      Closed

      YoY

      Change

      GLOBAL WORK

      216

      -

      14

      -

      (4)

      10

      226

      niko and ...

      145

      -

      2

      -

      -

      2

      147

      LOWRYS FARM

      125

      -

      4

      -

      (1)

      3

      128

      studio CLIP

      187

      -

      4

      -

      (3)

      1

      188

      LEPSIM

      115

      -

      6

      -

      (2)

      4

      119

      LAKOLE

      91

      -

      11

      -

      (2)

      9

      100

      JEANASiS

      69

      -

      1

      -

      (2)

      (1)

      68

      BAYFLOW

      62

      -

      2

      -

      -

      2

      64

      Other

      270

      23

      16

      -

      (26)

      13

      283

      Total (Adastria) (Note 4)

      1,280

      23

      60

      -

      (40)

      43

      1,323

      BUZZWIT Co., Ltd.

      28

      -

      3

      -

      (3)

      -

      28

      ELEMENT RULE Co., Ltd.

      78

      -

      6

      -

      (3)

      3

      81

      Other consolidated subsidiaries

      29

      (20)

      4

      -

      (1)

      (17)

      12

      Total (Japan)

      1,415

      3

      73

      -

      (47)

      29

      1,444

      Mainland China

      14

      -

      5

      -

      (1)

      4

      18

      Hong Kong

      29

      -

      5

      -

      (2)

      3

      32

      Taiwan

      81

      -

      19

      -

      (2)

      17

      98

      Thailand

      3

      -

      3

      -

      -

      3

      6

      The Philippines

      1

      -

      2

      -

      -

      2

      3

      USA

      11

      (11)

      1

      -

      (1)

      (11)

      -

      Total (Overseas)

      139

      (11)

      35

      -

      (6)

      18

      157

      Total (Apparel and Sundry Goods-related Business)

      1,554

      (8)

      108

      -

      (53)

      47

      1,601

      zetton inc. (Note 5)

      76

      -

      3

      -

      (6)

      (3)

      73

      Other (Food and Beverage) total

      76

      -

      3

      -

      (6)

      (3)

      73

      Total (Group)

      1,630

      (8)

      111

      -

      (59)

      44

      1,674

      (Notes) 1. Stores grouped by brand operating divisions and geographic regions.

      1. Stores include e-commerce websites of other companies and e-commerce websites of and ST HD.

      2. The Company conducted an absorption-type merger on March 1, 2025, in which the Company was the surviving company and TODAY'S SPECIAL was the dissolved company. Changes due to this merger are shown in the following table. The Company also conducted an absorption-type company split on March 1, 2025, in which the Company transferred the production business and other operations to and ST Co., Ltd. Changes due to this company split are shown in the following table. The disclosed number of stores increased due to the consolidation of KARRIMOR International, Ltd. during the current consolidated fiscal year. The disclosed number of stores decreased due to the transfer of Velvet, LLC (U.S.) during the current consolidated fiscal year.

      3. The number of Adastria Co., Ltd. stores include and ST HD Co., Ltd. results prior to the absorption-type split conducted on September 1, 2025.

      4. The number of stores of zetton inc. includes the stores of its consolidated subsidiary ZETTON, INC. (U.S.A).

  1. Financial Position

    Assets

    Current assets amounted to 77,644 million yen, an increase of 10,471 million yen compared with the end of the previous consolidated fiscal year. This result was mainly due to increases in cash and deposits of 3,769 million yen, 1,444 million yen in notes and accounts payable-trade, 1,443 million yen in inventories, and 3,842 million yen in Other (including other receivables)

    Non-current assets amounted to 62,043 million yen, a decrease of 3,891 million yen compared with the end of the previous consolidated fiscal year. This result was mainly due to a 1,888 million yen decrease in right-of-use assets (net) and a 2,107 million yen decrease in goodwill.

    Liabilities

    Current liabilities amounted to 50,340 million yen, an increase of 3,260 million yen compared with the end of the previous consolidated fiscal year. This result was mainly due to a 1,069 million yen increase in notes and accounts payable-trade and a 2,371 million yen increase in income taxes payable.

    Non-current liabilities amounted to 7,523 million yen, a decrease of 1,304 million yen compared with the end of the previous consolidated fiscal year. This result was mainly due to a decrease of 1,715 million yen in lease liabilities.

    Net assets

    Net assets as of the end of the current consolidated fiscal year amounted to 81,823 million yen, an increase of 4,623 million yen compared with the end of the previous consolidated fiscal year. This result was mainly due to a 4,819 million yen increase in

    retained earnings.

  2. Cash Flows

    Cash and cash equivalents ("cash") as of the end of the current consolidated fiscal year amounted to 24,820 million yen, an increase of 3,738 million yen compared to the end of the previous consolidated fiscal year.

    The following provides a summary of cash flows for each activity for the current consolidated fiscal year.

    Net cash provided by (used in) operating activities

    Net cash provided by operating activities amounted to 20,566 million yen (a decrease of 807 million yen compared with the year-ago period). This result was mainly due to gain on sale of non-current assets of 3,446 million yen and income taxes paid of 5,227 million yen, offset by profit before income taxes of 15,538 million yen and depreciation and amortization of 12,949

    million yen.

    Net cash provided by (used in) investing activities

    Net cash used in investing activities amounted to 9,515 million yen (a decrease 7,455 million yen compared with the year-ago period). This result was mainly due to sales of property, plant and equipment of 4,716 million yen, offset by purchases of property, plant and equipment of 9,422 million yen and purchases of intangible assets of 4,425 million yen.

    Net cash provided by (used in) financing activities

    Net cash used in financing activities amounted to 7,426 million yen (an increase of 315 million yen compared with the year-ago period). This result was mainly due to dividend payments of 4,688 million yen and repayments of lease liabilities of 1,863

    million yen.

    (Reference) Cash Flow Indicators

    FY2/24

    FY2/25

    FY2/26

    Shareholders' equity ratio (%)

    54.8

    57.9

    58.3

    Shareholders' equity ratio based on market prices (%)

    120.7

    100.9

    98.9

    Interest-bearing debt to cash flow ratio

    0.4

    0.4

    0.3

    Interest coverage ratio (times)

    89.5

    80.9

    65.0

    (Notes) 1. Shareholders' equity ratio: Shareholders' equity/Total assets

    1. Shareholders' equity ratio based on market prices: Market capitalization/Total assets

    2. Interest-bearing debt to cash flow ratio: Interest-bearing debt/Operating cash flows

    3. Interest coverage ratio: Operating cash flows/Interest payments

    *Market capitalization is the product of closing share price at the end of the period and the number of shares outstanding at the end of the period, excluding treasury shares.

    *Operating cash flows represent operating cash flows in the consolidated statement of cash flows. Interest-bearing debt includes all liabilities on the consolidated balance sheet that incur interest. Interest payments represent interest expenses paid as shown in the consolidated statement of cash flows.

  3. Outlook

    The Japanese economy continues to be firm amid moderately improving wages and personal consumption, solid inbound demand, and ongoing positive sentiment in corporate capital investments. However, concerns about the business environment continue. These concerns include higher raw material and energy costs, rising prices and interest rates, increased labor costs, labor shortages, currency devaluation, and increasing geopolitical risks. With respect to the market served by our apparel

    business, in the greater market environment, nominal wages are expected to shift into positive territory amid tight labor supply and rising wages. This situation will likely provide a tailwind for consumer spending among the younger generation, which is the main customer base of the and ST HD Group. At the same time, certain changes in lifestyle and customer preferences continue to evolve. We are responding flexibly to these changes, which include market growth for lifestyle goods, the acceptance of more casual business attire, the expansion of the economy and e-commerce markets, and increased purchasing over social media. Our response will ensure that we capture this new demand. Furthermore, analysts expect the Japanese apparel market to continue a gradual contraction structurally over the medium to long term, stemming from a declining

    birthrate and aging demographics. Meanwhile, while the overseas apparel market should continue to expand amid population growth and rising income levels in emerging economies.

    To respond quickly to this changing business environment and transform our business structure, the and ST HD Group

    formulated a new Medium-Term Management Plan 2030, which will take us through the fiscal year ending February 2030. Medium-Term Management Plan 2030 describes how the and ST HD Group will evolve our e-commerce site, and ST, into a Play fashion! platformer. To this end, we intend to leverage the strong connections with the and ST membership base cultivated through our staff and physical multi-brand stores. We also plan to create synergies between our three businesses: Platform Business, Global Business, and Brand Retail Business. In conjunction with this change, we changed our corporate name to and ST HD Co., Ltd., shifting to a holding company structure effective September 1, 2025. The strategies for each of these businesses are as follows.

    1. Platform Business (the engine of Group value innovation)

      By maximizing our connection with the and ST member base, we aim to achieve a gross merchandise value of 100 billion yen. We will develop the and ST e-commerce site into a mall and media platform, hosting products from other

      companies and expanding ID (customer base) and LTV (lifetime value) through category expansion and other means. At the same time, we will improve profitability through wider user services, as well as production and solution-based services.

    2. Global Business (the accelerator of Group value expansion)

      As another pillar of our strategy, we intend to accelerate investment in Southeast Asia, where population and economic growth is expected to be high. In parallel with opening physical stores, we plan to expand the territory in which we operate. In Greater China (Mainland China, Hong Kong, and Taiwan), we plan to strengthen our multi-brand strategy for stable growth.

    3. Brand Retail Business (the foundation supporting Group value creation)

      We intend to strengthen brand portfolio management through a multi-company structure. Under this structure, each group

      company will formulate strategy and manage its business according to its own mission. As the core member of the and ST HD Group, Adastria Co., Ltd. invests in focused brands having significant room for growth. Adastria will improve profitability through more store openings in urban areas and increased store size.

      The and ST HD Group will continue to invest in the DX, logistics, production, and other infrastructure that supports this business portfolio, curbing expense ratios through digitalization and logistics efficiency, while reducing cost ratios through means that include revising contract production factories. Given the strategies outlined above, we aim to achieve consolidated net sales of 400,000 million yen, operating profit margin of 8%, and ROE of 15% for the fiscal year ending February 2030.

      For the fiscal year ending February 2027, we forecast consolidated net sales of 314,000 million yen (up 3.2% year on year), gross profit of 172,800 million yen (up 4.1%), operating profit of 17,200 million yen (up 4.1%), ordinary profit of 17,200 million yen (up 2.2%), and net income attributable to owners of the parent of 10,500 million yen (up 10.5%).

      The impact of soaring crude oil prices, exchange rate fluctuations, and price hikes due to the recent tensions in the Middle East are difficult to reasonably calculate at this time. Accordingly, we have not incorporated these factors into our forecasts.

  4. Basic Policy on Profit Distribution, and Dividend Plans for the Current and Next Fiscal Years

Our aim in profit distribution is to make the investments necessary to achieve our medium-term management plan as we endeavor to maximize the overall satisfaction of our customers, shareholders, business partners and employees. We strive to improve long-term corporate value (shareholder value) and strengthen our management foundation. The basic policy of the

company is to pay a consolidated dividend payout ratio of 30% as a means of returning profits to shareholders. In addition, we added a new minimum DOE of 4.5% to this basic policy beginning with the current period.

After making these investments and distributing profits, we will be flexible in returning any surplus funds reserved over the long term to shareholders. Our policy regarding share buybacks is to act appropriately and opportunistically, taking into account trends in stock prices and financial conditions.

Having considered this basic policy on dividends and dividend stability, we plan to pay a year-end dividend of 45 yen per share (resulting in a full-year 90 yen per share dividend) as forecast in our April 4, 2025, announcement.

We expect the full-year dividend for the fiscal year ending February 2027 to be 90 yen per share.

  1. Basic Approach to the Selection of Accounting Standards

    and ST HD Group prepares consolidated financial statements based on the generally accepted accounting principles in Japan to facilitate comparisons with previous years and with the financial data of other companies.

    We plan to address the adoption of International Financial Reporting Standards (IFRS) after considering relevant factors in Japan and other countries.

  2. Consolidated Financial Statements and Notes
    1. Consolidated Balance Sheet

      (Million yen)

      FY2/25

      (As of Feb. 28, 2025)

      FY2/26

      (As of Feb. 28, 2026)

      Assets

      Current assets

      Cash and deposits

      21,143

      24,912

      Notes and accounts receivable-trade

      14,527

      15,971

      Inventories

      29,082

      30,526

      Other

      2,471

      6,314

      Allowance for doubtful accounts

      (52)

      (80)

      Total current assets

      67,173

      77,644

      Non-current assets

      Property, plant and equipment

      Buildings and structures

      9,963

      8,807

      Accumulated depreciation

      (5,032)

      (4,514)

      Buildings and structures, net

      4,931

      4,292

      Store interior equipment

      44,178

      48,032

      Accumulated depreciation

      (36,298)

      (39,489)

      Store interior equipment, net

      7,879

      8,543

      Land

      2,366

      1,322

      Right-of-use assets

      17,422

      16,157

      Accumulated depreciation

      (9,394)

      (10,017)

      Right-of-use assets, net

      8,028

      6,140

      Construction in progress

      1,364

      1,159

      Other

      6,251

      7,507

      Accumulated depreciation

      (3,958)

      (4,237)

      Other, net

      2,293

      3,269

      Total property, plant and equipment

      26,864

      24,727

      Intangible assets

      Software

      7,777

      8,466

      Goodwill

      2,673

      566

      Other

      4,232

      3,547

      Total intangible assets

      14,683

      12,579

      Investments and other assets

      Investment securities

      691

      463

      Leasehold and guarantee deposits

      14,330

      14,134

      Deferred tax assets

      9,373

      10,072

      Other

      342

      396

      Allowance for doubtful accounts

      (350)

      (331)

      Total investments and other assets

      24,387

      24,736

      Total non-current assets

      65,935

      62,043

      Total assets

      133,108

      139,688

      (Million yen)

      FY2/25

      (As of Feb. 28, 2025)

      FY2/26

      (As of Feb. 28, 2026)

      Liabilities

      Current liabilities

      Notes and accounts payable - trade

      13,402

      13,773

      Electronically recorded obligations - operating

      8,909

      8,690

      Lease liabilities

      2,464

      2,173

      Accounts payable-other

      13,983

      15,052

      Income taxes payable

      3,136

      5,508

      Contract liabilities

      1,392

      1,373

      Provision for bonuses

      2,498

      2,551

      Provision for point card certificates

      85

      155

      Other provisions

      364

      238

      Other

      840

      823

      Total current liabilities

      47,079

      50,340

      Non-current liabilities

      Lease liabilities

      6,495

      4,780

      Provisions

      467

      745

      Other

      1,866

      1,998

      Total non-current liabilities

      8,828

      7,523

      Total liabilities

      55,908

      57,864

      Net assets

      Shareholders' equity

      Share capital

      2,660

      2,660

      Capital surplus

      6,262

      6,262

      Retained earnings

      71,980

      76,800

      Treasury shares

      (5,627)

      (6,098)

      Total shareholders' equity

      75,275

      79,624

      Accumulated other comprehensive income

      Valuation difference on available-for-sale securities

      34

      65

      Deferred gains or losses on hedges

      (81)

      177

      Foreign currency translation adjustment

      1,874

      1,577

      Total accumulated other comprehensive income

      1,827

      1,819

      Non-controlling interests

      97

      379

      Total net assets

      77,200

      81,823

      Total liabilities and net assets

      133,108

      139,688

    2. Consolidated Statements of Income and Comprehensive Income Consolidated Statement of Income

      (Million yen)

      FY2/25

      (Mar. 1, 2024 - Feb. 28, 2025)

      FY2/26

      (Mar. 1, 2025 - Feb. 28, 2026)

      Net sales

      293,110

      304,351

      Cost of sales

      132,828

      138,242

      Gross profit

      160,282

      166,108

      Selling, general and administrative expenses

      Advertising expenses

      8,514

      9,194

      Provision of allowance for doubtful accounts

      (13)

      (12)

      Remuneration for directors (and other officers)

      664

      725

      Salaries and bonuses

      42,566

      42,664

      Provision for bonuses

      2,480

      2,543

      Welfare expenses

      7,292

      7,596

      Rents

      40,427

      42,843

      Lease payments

      813

      868

      Depreciation and amortization

      10,785

      11,971

      Amortization of goodwill

      395

      443

      Other

      30,843

      30,745

      Total selling, general and administrative expenses

      144,771

      149,583

      Operating profit

      15,510

      16,524

      Non-operating income

      Interest income

      67

      108

      Dividend income

      3

      3

      Foreign exchange gains

      266

      200

      Income from contribution to facilities

      35

      34

      Subsidy income

      74

      72

      Revenue from electric power sales

      33

      27

      Other

      314

      354

      Total non-operating income

      794

      800

      Non-operating expenses

      Interest expenses

      264

      316

      Other

      76

      182

      Total non-operating expenses

      340

      498

      Ordinary profit

      15,964

      16,827

      Extraordinary income

      Gain on sales of non-current assets

      -

      3,446

      Gain on sales of investment securities

      -

      3

      Total extraordinary income

      -

      3,450

      Extraordinary losses

      Impairment losses

      1,249

      3,639

      Loss on liquidation of business

      -

      141

      Loss on valuation of investment securities

      -

      261

      Loss on sales of investment securities

      59

      -

      Loss on sales of shares of subsidiaries and associates

      -

      695

      Total extraordinary losses

      1,309

      4,738

      (Million yen)

      FY2/25

      (Mar. 1, 2024 - Feb. 28, 2025)

      FY2/26

      (Mar. 1, 2025 - Feb. 28, 2026)

      Net income before income taxes

      14,655

      15,538

      Income taxes - current

      5,184

      6,924

      Income taxes - deferred

      (1)

      (876)

      Total income taxes

      5,182

      6,048

      Net income

      9,472

      9,489

      Loss attributable to non controlling interests

      (141)

      (8)

      Net income attributable to owners of the parent

      9,614

      9,498

      Consolidated Statement of Comprehensive Income

      (Million yen)

      FY2/25

      (Mar. 1, 2024 - Feb. 28, 2025)

      FY2/26

      (Mar. 1, 2025 - Feb. 28, 2026)

      Net income

      9,472

      9,489

      Other comprehensive income

      Valuation difference on available-for-sale securities

      (0)

      31

      Deferred gains or losses on hedges

      (315)

      258

      Foreign currency translation adjustment

      642

      (297)

      Total other comprehensive income

      326

      (7)

      Comprehensive income

      9,799

      9,482

      Comprehensive income attributable to

      Comprehensive income attributable to owners of the

      parent

      9,941

      9,495

      Comprehensive income attributable to non-controlling interests

      (141)

      (12)

    3. Consolidated Statement of Changes in Equity

      FY2/25 (Mar. 1, 2024 - Feb. 28, 2025)

      (Million yen)

      Shareholders' equity

      Accumulated other comprehensive income

      Non-controlling interests

      Total net assets

      Share capital

      Capital surplus

      Retained earnings

      Treasury shares

      Total shareholders' equity

      Valuation difference on available-for-sale

      securities

      Deferred gains or losses on hedges

      Foreign currency translation adjustment

      Total accumulated

      other comprehensi ve income

      Balance at beginning of period

      2,660

      7,213

      66,286

      (7,516)

      68,642

      34

      234

      1,231

      1,500

      1,437

      71,581

      Changes during period

      Dividends of surplus

      (3,920)

      (3,920)

      -

      (3,920)

      Net income

      attributable to owners of the parent

      9,614

      9,614

      -

      9,614

      Purchase of treasury shares

      (1)

      (1)

      -

      (1)

      Disposal of treasury shares

      0

      0

      -

      0

      Increase by share exchanges

      1,815

      2,303

      4,118

      -

      4,118

      Purchase of treasury shares by stock

      ownership plan trust

      (698)

      (698)

      -

      (698)

      Disposal of treasury shares by stock

      ownership plan trust

      284

      284

      -

      284

      Purchase of shares of consolidated

      subsidiaries

      (2,766)

      (2,766)

      -

      (2,766)

      Net changes in items

      other than shareholders' equity

      -

      (0)

      (315)

      642

      326

      (1,340)

      (1,013)

      Total changes during period

      -

      (950)

      5,694

      1,888

      6,632

      (0)

      (315)

      642

      326

      (1,340)

      5,618

      Balance at end of period

      2,660

      6,262

      71,980

      (5,627)

      75,275

      34

      (81)

      1,874

      1,827

      97

      77,200

      FY2/26 (Mar. 1, 2025 - Feb. 28, 2026)

      (Million yen)

      Shareholders' equity

      Accumulated other comprehensive income

      Non-controlling interests

      Total net assets

      Share capital

      Capital surplus

      Retained earnings

      Treasury shares

      Total shareholders' equity

      Valuation difference on available-for-sale

      securities

      Deferred gains or losses on hedges

      Foreign currency translation adjustment

      Total accumulated

      other comprehensi ve income

      Balance at beginning of

      period

      2,660

      6,262

      71,980

      (5,627)

      75,275

      34

      (81)

      1,874

      1,827

      97

      77,200

      Changes during period

      Dividends of surplus

      (4,678)

      (4,678)

      -

      (4,678)

      Net income attributable to owners of the parent

      9,498

      9,498

      -

      9,498

      Purchase of treasury

      shares

      (1)

      (1)

      -

      (1)

      Purchase of treasury

      shares by stock ownership plan trust

      (635)

      (635)

      -

      (635)

      Disposal of treasury

      shares by stock ownership plan trust

      165

      165

      -

      165

      Net changes in items

      other than shareholders' equity

      -

      31

      258

      (297)

      (7)

      282

      274

      Total changes during period

      -

      -

      4,819

      (471)

      4,348

      31

      258

      (297)

      (7)

      282

      4,623

      Balance at end of period

      2,660

      6,262

      76,800

      (6,098)

      79,624

      65

      177

      1,577

      1,819

      379

      81,823

    4. Consolidated Statement of Cash Flows

      (Million yen)

      FY2/25

      (Mar. 1, 2024 - Feb. 28, 2025)

      FY2/26

      (Mar. 1, 2025 - Feb. 28, 2026)

      Cash flows from operating activities

      Net income before income taxes

      14,655

      15,538

      Depreciation and amortization

      11,093

      12,949

      Impairment losses

      1,249

      3,639

      Amortization of goodwill

      395

      443

      Interest and dividend income

      (70)

      (111)

      Interest expenses

      264

      316

      Increase (decrease) in allowance for doubtful accounts

      (13)

      (12)

      Increase (decrease) in provision for bonuses

      26

      45

      Increase (decrease) in provision for point card certificates

      (90)

      69

      Loss (gain) on sales of non-current assets

      -

      (3,446)

      Loss on liquidation of business

      -

      141

      Loss (profit) on sales of shares of subsidiaries and associates

      -

      695

      Loss (gain) on sales of investment securities

      59

      (3)

      Loss (gain) on valuation of investment securities

      -

      261

      Decrease (increase) in trade receivables

      1,403

      (1,198)

      Decrease (increase) in inventories

      (1,426)

      (1,184)

      Increase (decrease) in trade payables

      (466)

      588

      Increase (decrease) in accounts payable-other

      356

      379

      Increase (decrease) in accrued consumption taxes

      (722)

      1,612

      Other

      594

      (4,708)

      Subtotal

      27,311

      26,017

      Interest and dividends received

      51

      92

      Interest paid

      (264)

      (316)

      Income taxes paid

      (5,725)

      (5,227)

      Cash flows from operating activities

      21,373

      20,566

      Cash flows from investing activities

      Purchase of property, plant and equipment

      (7,521)

      (9,422)

      Proceeds from sales of property, plant and equipment

      -

      4,716

      Purchase of intangible assets

      (3,874)

      (4,425)

      Purchase of investment securities

      (1)

      (1)

      Proceeds from sale of investment securities

      -

      16

      Payments of leasehold and guarantee deposits

      (1,348)

      (983)

      Proceeds from refund of leasehold and guarantee deposits

      479

      960

      Purchase of shares of subsidiaries resulting in change in scope of consolidation

      (4,493)

      (334)

      Proceeds from sales of shares of subsidiaries resulting in change in scope of consolidation

      -

      119

      Other

      (210)

      (159)

      Cash flows from investing activities

      (16,971)

      (9,515)

      Cash flows from financing activities

      Proceeds from long-term borrowings

      220

      -

      Repayments of long-term borrowings

      (1,125)

      (237)

      Dividends paid

      (3,917)

      (4,688)

      Purchase of treasury shares

      (699)

      (636)

      Repayments of lease liabilities

      (1,690)

      (1,863)

      Other

      101

      -

      Cash flows from financing activities

      (7,111)

      (7,426)

      Effect of exchange rate change on cash and cash equivalents

      449

      115

      Net increase (decrease) in cash and cash equivalents

      (2,260)

      3,738

      Cash and cash equivalents at beginning of period

      23,341

      21,081

      Cash and cash equivalents at end of period

      21,081

      24,820

    5. Notes to Consolidated Financial Statements Going Concern Assumption

      Not applicable

      Changes in the Scope of Consolidation or Application of the Equity Method

      Important changes in the scope of consolidation

      KARRIMOR International Ltd. became a consolidated subsidiary during the current consolidated fiscal year following the acquisition of shares on March 31, 2025.

      We also added the newly created ADASTRIA (MALAYSIA) SDN. BHD. to the scope of consolidation during the current consolidated fiscal year.

      In addition, we excluded Velvet, LLC, formerly a consolidated subsidiary of the Company, from the scope of consolidation during the current consolidated fiscal year, as a result of the transfer of all of equity interest in said company.

      Changes in Accounting Policies

      Application of accounting standards for current income taxes

      We adopted the Accounting Standard for Current Income Taxes (ASBJ Statement No. 27, October 28, 2022; "2022 Revised Accounting Standard," below) and related standards from the beginning of the current consolidated fiscal year.

      Regarding the amendment to the classification of income taxes (i.e., taxation on other comprehensive income), we follow the transitional treatment stipulated in the proviso to paragraph 20-3 of the 2022 Revised Accounting Standard, as well as the proviso to paragraph 65-2 (2) of the Guidance on Accounting Standard for Tax Effect Accounting (ASBJ Guidance No. 28, issued on October 28, 2022; "2022 Revised Guidance," below). These changes in accounting standards have had no impact on the consolidated financial statements of the Company.

      We began applying the 2022 Revised Guidance during the current consolidated fiscal year with respect to the amendment concerning the accounting treatment in consolidated financial statements of gains or losses arising from the sale of subsidiary shares among consolidated entities, where such gains or losses are deferred for tax purposes. We applied these changes in accounting

      policy retrospectively and prepared the consolidated financial statements for the previous consolidated fiscal year on a retrospective basis. These changes in accounting standards have had no impact on the consolidated financial statements of the Company for the previous consolidated fiscal year.

      Consolidated Balance Sheet

      Contingent liabilities

      The U.S. Small Business Administration is investigating ZETTON, INC. (U.S.A.), a consolidated subsidiary of the Company,

      regarding the validity of the $8.2 million received in May 2021 as part of the establishment of the Restaurant Revitalization Fund (RRF) under the American Rescue Plan Act of 2021, which was enacted in March 2021.

      The Group will continue to defend the legitimacy of this transaction to the administration. While future progressions may impact Group performance it is difficult to estimate the impact at this time.

      Segment Information, etc.

      [Segment information]

      1. Overview of reportable segments

        The reportable segments of the Group are those business units for which separate financial statements can be obtained and for which the Board of Directors considers the allocation of management resources and evaluates operating performance on a

        regular basis.

        The primary business of the Group includes the planning and sales of apparel and related products. Accordingly, the Group designates the Apparel and Sundry Goods-Related Business as a reportable segment.

      2. Calculation methods for net sales, income/loss, assets, and other items by reportable segment

        Accounting methods for reported business segments are generally the same as those used to prepare the consolidated financial statements.

        Profit by reportable segment is based on ordinary income. Intersegment revenues and transfers are based on prevailing market prices.

      3. Net sales, income/loss, assets, and other items and information on details of revenue by reportable segment FY2/25 (Mar. 1, 2024 - Feb. 28, 2025)

        (Million yen)

        Reportable segment

        Other (Note 1)

        Total

        Adjustments (Note 2)

        Amount recorded on consolidated financial

        statements (Note 3)

        Apparel and Sundry Related Business

        Net sales

        Sales to external customers

        278,574

        14,535

        293,110

        -

        293,110

        Intersegment sales and transfers

        0

        70

        71

        (71)

        -

        Total

        278,575

        14,606

        293,181

        (71)

        293,110

        Segment profit (loss)

        16,682

        (717)

        15,964

        -

        15,964

        Segment assets

        129,477

        9,521

        138,998

        (5,890)

        133,108

        Other items

        Depreciation and amortization

        10,184

        908

        11,093

        -

        11,093

        Amortization of goodwill

        250

        144

        395

        -

        395

        Increase in tangible fixed assets and intangible assets

        15,058

        1,770

        16,828

        -

        16,828

        (Notes) 1. Other refers to business segments not included under reportable segments. Here, this segment indicates the food and beverage business.

        1. The adjustments are as follows.

          1. Adjustments to segment profit (loss) includes the adjustment of unrealized income related to intersegment transactions.

          2. Adjustments to segment assets is the elimination of intersegment transactions.

        2. Segment profit (loss) is consistent with ordinary income on the consolidated statements of income.

        3. Segment profit (loss) includes corporate expenses allocated to each reportable segment.

        4. Depreciation and amortization and increase in tangible fixed assets and intangible assets include long-term prepaid expenses and amortization.

    FY2/26 (Mar. 1, 2025 - Feb. 28, 2026)

    (Million yen)

    Reportable segment

    Other (Note 1)

    Total

    Adjustments (Note 2)

    Amount recorded on consolidated financial

    statements (Note 3)

    Apparel and Sundry Related Business

    Net sales

    Sales to external customers

    289,661

    14,690

    304,351

    -

    304,351

    Intersegment sales and transfers

    108

    69

    178

    (178)

    -

    Total

    289,770

    14,759

    304,529

    (178)

    304,351

    Segment profit (loss)

    17,301

    (474)

    16,827

    -

    16,827

    Segment assets

    137,031

    8,405

    145,436

    (5,748)

    139,688

    Other items

    Depreciation and amortization

    12,003

    946

    12,949

    -

    12,949

    Amortization of goodwill

    299

    143

    443

    -

    443

    Increase in tangible fixed assets and intangible assets

    14,732

    553

    15,286

    -

    15,286

    (Notes) 1. Other refers to business segments not included under reportable segments. Here, this segment indicates the food and beverage business.

    1. The adjustments are as follows.

      1. Adjustments to segment profit (loss) includes the adjustment of unrealized income related to intersegment transactions.

      2. Adjustments to segment assets is the elimination of intersegment transactions.

    2. Segment profit (loss) is consistent with ordinary income on the consolidated statements of income.

    3. Segment profit (loss) includes corporate expenses allocated to each reportable segment.

    4. Depreciation and amortization and increase in tangible fixed assets and intangible assets include long-term prepaid expenses and amortization.

    Per share information

    FY2/25

    (Mar. 1, 2024 - Feb. 28, 2025)

    FY2/26

    (Mar. 1, 2025 - Feb. 28, 2026)

    Net assets per share

    1,665.51 yen

    1,765.62 yen

    Net income per share

    208.93 yen

    205.86 yen

    (Notes) 1. The Company omitted diluted net income per share as there are no latent shares.

    1. Company shares remaining in the trust are recorded as treasury stock in shareholders' equity and are included in treasury stock as a deduction from the average number of shares outstanding during the period for the calculation of net income per share. Company shares are also included in treasury stock as a deduction from the number of shares outstanding at the end of the period for the calculation of net assets per share.

      In the calculation of net income per share, the average number of such treasury stock deducted during the period was 438 thousand shares in the previous consolidated fiscal year and 647 thousand shares in the current consolidated fiscal year. In the calculation of net assets per share, the number of such treasury stock deducted at the end of the period was 495 thousand shares in the previous consolidated fiscal year and 660 thousand shares in the current consolidated fiscal year.

    2. The basis for calculating net income per share is as follows.

    FY2/25

    (Mar. 1, 2024 - Feb. 28, 2025)

    FY2/26

    (Mar. 1, 2025 - Feb. 28, 2026)

    Net income attributable to owners of the parent (millions of yen)

    9,614

    9,498

    Amount not attributable to common stockholders (millions of yen)

    -

    -

    Net income attributable to owners of the parent for common stock (millions of yen)

    9,614

    9,498

    Average number of common shares outstanding during the period (thousands of shares)

    46,018

    46,141

    Business Combinations, Etc.

    Business Divestments

    Change (Equity Interest Transfer) in Specified Subsidiary (Sub-Subsidiary)

    At a meeting held July 24, 2025, the and ST HD Co., Ltd. ("Company") Board of Directors approved a resolution to transfer all equity held in Velvet, LLC (California, USA; "Velvet"), a subsidiary of a Company specified subsidiary (sub-subsidiary), Adastria USA, Inc., to PIVOT GROWS LLC (Delaware, USA; "PIVOT"), and said equity was transferred on July 25, 2025.

    1. Outline of Business Divestment

      1. Name of company after divestment PIVOT GROWS LLC

      2. Business lines of divested company Velvet, LLC apparel business

      3. Major reason for business divestment

        The Company resolved to withdraw from business in the U.S. and liquidate Adastria USA, Inc., selecting a transferee for the equity held in Velvet, LLC.

        All equity in Velvet, LLC owned by Adastria USA, Inc. was transferred to PIVOT GROWS LLC, a company engaged in global brand strategy, marketing, and license management.

      4. Date of business divestment July 25, 2025

      5. Other matters concerning the outline of the transaction, including legal form

        Transfer of equity interest for which the consideration to be received is cash or other property only

    2. Outline of accounting procedures implemented

      1. Amount of gain or loss on transfer

        Loss on sales of shares of subsidiaries and affiliates 695 million yen

      2. Appropriate carrying value of assets and liabilities related to the transferred business and main components

        Current assets

        (Million yen)

        1,414

        Non-current assets

        1,172

        Total assets

        2,587

        Current liabilities

        1,031

        Non-current liabilities

        455

        Total liabilities

        1,487

      3. Accounting treatment

        The Company recorded the difference between the consolidated carrying value of Velvet, LLC and the transfer price as a loss on sales of shares in subsidiaries and affiliates under extraordinary losses.

    3. Reportable segments that included the divested business Apparel and Sundry Related Business

    4. Estimated profit/loss of the divested business recorded in the consolidated statements of income for the current consolidated fiscal year

    Net sales

    (Million yen)

    3,885

    Operating loss

    200

    (Transactions under common control, etc.)

    Transition to a Holding Company Structure Through Corporate Split

    Effective September 1, 2025, we implemented a company split (absorption-type split) with Adastria Co., Ltd., ("New Adastria") our wholly owned subsidiary, as the succeeding company. All rights and obligations related to businesses other than group management and operations were transferred to New Adastria, and the Group transitioned to a holding company structure.

    1. Overview of the transaction

      1. Name of the combined company and business lines subject to transfer Name of combined company

        Splitting company

        Name: Adastria Co., Ltd. (the Company)

        (The Company was renamed and ST HD Co., Ltd. as of September 1, 2025.) Succeeding company

        Name: Adastria Co., Ltd. (New Adastria) Subject business lines

        All businesses other than those related to group management and operations of the and ST Group

      2. Date of business combination September 1, 2025

      3. Legal form of business combination

        An absorption-type split in which the Company was the splitting company, and the rights and obligations related to the

        relevant business were transferred to the succeeding company in exchange for shares issued by the succeeding company

      4. Name of company after combination

        As of September 1, 2025, the Company was renamed to and ST HD Co., Ltd., while the name Adastria Co., Ltd. was adopted by New Adastria.

      5. Other matters related to the overview of the transaction

        This transition to a holding company structure will coordinate group operating companies around the and ST platform, while providing greater clarity to missions and roles. This approach lends itself to a multi-company management model that allows group companies to formulate and execute growth strategies independently. At the same time, the and ST HD Group aims to expand categories and services while accelerating overseas expansion, pursuing M&A of companies having special characteristics not currently present within the group.

    2. Outline of accounting procedures implemented

    The Company accounts for the transaction as a transaction under common control, etc., in accordance with the Accounting Standard for Business Combinations (ASBJ Statement No. 21, January 16, 2019) and the Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures (ASBJ Guidance No. 10,

    September 13, 2024).

    Subsequent Events

    Not applicable

  3. Other
  1. Changes in Directors
    1. Change of representative director (Date of change: March 1, 2026)

      President and CEO Taiki Fukuda (former Senior Managing Director of the Company) Chairman Michio Fukuda (former Chairman and Representative Director) Director Osamu Kimura (former President and CEO)

    2. Change of other board members (Date of change: May 27, 2026)

      1. Candidates for directors who are not members of the Audit & Supervisory Committee

        Senior Managing Director Yoshiaki Kitamura (current President and CEO of Adastria Co., Ltd.)

        Director Masatake Hayashi (current Group Executive Officer and Chief Managing Officer, Corporate Planning Division)

        (Note) Mr. Yoshiaki Kitamura was elected as a director who is not a member of the Audit and Supervisory Committee at the Ordinary General Meeting of Shareholders held on May 29, 2025. Mr. Kitamura resigned his position as of August 31 of the same year. Mr. Kitamura assumed the position of president and CEO of Adastria Co., Ltd., a consolidated subsidiary of the Company, effective September 1, 2025, following the transition of the Company to a holding company structure.

      2. Retiring directors who are not members of the Audit & Supervisory Committee Chairman Michio Fukuda

Director Osamu Kimura Outside Director Koichi Mizutome Outside Director Liu Xiqiao