Receipt and publication of the Internal Verification Committee's report on verification results
株式会社トーシンホールディングス and its consolidated subsidiary 株式会社トーシンモバイル (TSM)
TSM's directly operated mobile business stores, mobile phone business, and agency settlement with secondary agent Company A
The data and supporting documentation necessary to correct prior-period financial results were no longer available, and sufficient data and supporting documentation had not been shared by the Third-Party Committee. The report also identified deficiencies in governance and internal controls, business processes, and the audit structure as underlying factors.
Related procedures
Damages claim litigation, application for a provisional injunction, and notices of additional taxes from the tax authorities
Nagoya District Court, tax authorities, Tokai Finance Bureau, and Tokyo Stock Exchange, Inc.
株式会社トーシンホールディングス and 株式会社トーシンモバイル (to the extent stated)
Ishida Nobufumi (石田 信文) and store employees (to the extent stated)
Approximately ¥19 million (additional tax for underreporting and aggravated additional tax)
Company response
Around September 2024, cashback payments were temporarily suspended. Payment of the remaining approximately ¥70 million was withheld.
The Internal Verification Committee was established on 9 January 2026. Its chair was Inoue Toraki (井上 寅喜), and its members were Ohashi Daisuke (大橋 大輔) and Hirai Futoshi (平井 太). The committee operated from 9 January through 30 April 2026.
1. Departure of the founder; 2. Strengthening the governance functions of the Board of Directors (A. Establishment of criteria for the appointment and dismissal of officers, B. Clarification of matters requiring Board of Directors resolutions, C. More rigorous review of transactions with controlling shareholders and other related parties, D. Advance sharing of management materials with outside directors and Audit & Supervisory Board members, E. Introduction of an AI tool for preparing minutes, F. Evaluation of the effectiveness of the directors and the Board of Directors); 3. Strengthening the governance functions of the Audit & Supervisory Board (A. Increasing the number of outside Audit & Supervisory Board members, B. Enhancing the three-pillar audit system); 4. Strengthening the internal audit function (A. Ensuring the independence of the internal audit department, B. Expanding the scope of internal audits, C. Strengthening the Internal Audit Office); 5. Strengthening the administrative departments (A. Appointment of a new general manager of administration, B. Reinforcement of staffing, C. Identification of the skills required in each department and appropriate personnel allocation, D. Development of rules and manuals for complex operations, E. Promotion of the standardization and automation of operations, F. Establishment of appropriate segregation of duties and business processes with effective checks and balances); 6. Improving the organizational culture (A. Establishment of a Risk and Compliance Committee, B. Compliance training, C. Regular distribution of compliance messages, D. Improvement of the internal whistleblower system, E. Reflection in personnel evaluations, F. Enhancement of internal communication, G. Prohibition of personal devices for business use, H. Follow-up on improvement progress)
Founder Ishida Nobufumi (石田 信文) resigned as representative director and chairman, among other positions, effective 25 October 2025.
Correction to net assets at the end of April 2025: ▲¥56.285 million (total of correction items ①–⑨). The amount may change because the audit by Audit Corporation Aria has not been completed.
Year ended April 2025 (opening balance for the fiscal year ending April 2026)
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
As of 30 April 2025, 株式会社ジェット held 33.6% of the issued shares, excluding treasury shares. The combined holding of 株式会社ジェット, Ishida Nobufumi (石田 信文), and Ishida Yukari (石田 ゆかり) was 44.43%.
The company plans to correct the consolidated financial statements included in the securities report for at least the 39th fiscal year, ended April 2025. In addition to continuing the audit by Audit Corporation Aria, the company will disclose its improvement plan and progress report and continue to rebuild and strengthen its governance and internal management systems.
Disclosure of the improvement plan and progress report is planned. The specific disclosure date is Not disclosed.
| Item | Details |
|---|---|
| Event name | Receipt and publication of the Internal Verification Committee's report on verification results |
| Date of occurrence | 30 April 2026 (the date the report on verification results was received from the Internal Verification Committee) |
| Date recognized / date notice received | 30 April 2026 |
| Subject Entity | 株式会社トーシンホールディングス and its consolidated subsidiary 株式会社トーシンモバイル (TSM) |
| Target Locations / Products | TSM's directly operated mobile business stores, mobile phone business, and agency settlement with secondary agent Company A |
| Cause | The data and supporting documentation necessary to correct prior-period financial results were no longer available, and sufficient data and supporting documentation had not been shared by the Third-Party Committee. The report also identified deficiencies in governance and internal controls, business processes, and the audit structure as underlying factors. |
| Amount of Impact on Business Performance | Correction to net assets at the end of April 2025: ▲¥56.285 million (total of correction items ①–⑨). The amount may change because the audit by Audit Corporation Aria has not been completed. |
| Accounting period in which recognized | Year ended April 2025 (opening balance for the fiscal year ending April 2026) |
| Type of litigation or proceeding | Damages claim litigation, application for a provisional injunction, and notices of additional taxes from the tax authorities |
| Court or authority | Nagoya District Court, tax authorities, Tokai Finance Bureau, and Tokyo Stock Exchange, Inc. |
| Plaintiff | 株式会社トーシンホールディングス and 株式会社トーシンモバイル (to the extent stated) |
| Defendant | Ishida Nobufumi (石田 信文) and store employees (to the extent stated) |
| Date of filing / date of action | 3 April 2026 (filing of litigation against Ishida Nobufumi (石田 信文)); 16 January 2026 (application for a provisional injunction); 29 July 2025 (notice of additional taxes) |
| Claim amount / surcharge amount | Approximately ¥19 million (additional tax for underreporting and aggravated additional tax) |
| Suspended operations | Around September 2024, cashback payments were temporarily suspended. Payment of the remaining approximately ¥70 million was withheld. |
| Investigation structure | The Internal Verification Committee was established on 9 January 2026. Its chair was Inoue Toraki (井上 寅喜), and its members were Ohashi Daisuke (大橋 大輔) and Hirai Futoshi (平井 太). The committee operated from 9 January through 30 April 2026. |
| Measures to prevent recurrence | 1. Departure of the founder; 2. Strengthening the governance functions of the Board of Directors (A. Establishment of criteria for the appointment and dismissal of officers, B. Clarification of matters requiring Board of Directors resolutions, C. More rigorous review of transactions with controlling shareholders and other related parties, D. Advance sharing of management materials with outside directors and Audit & Supervisory Board members, E. Introduction of an AI tool for preparing minutes, F. Evaluation of the effectiveness of the directors and the Board of Directors); 3. Strengthening the governance functions of the Audit & Supervisory Board (A. Increasing the number of outside Audit & Supervisory Board members, B. Enhancing the three-pillar audit system); 4. Strengthening the internal audit function (A. Ensuring the independence of the internal audit department, B. Expanding the scope of internal audits, C. Strengthening the Internal Audit Office); 5. Strengthening the administrative departments (A. Appointment of a new general manager of administration, B. Reinforcement of staffing, C. Identification of the skills required in each department and appropriate personnel allocation, D. Development of rules and manuals for complex operations, E. Promotion of the standardization and automation of operations, F. Establishment of appropriate segregation of duties and business processes with effective checks and balances); 6. Improving the organizational culture (A. Establishment of a Risk and Compliance Committee, B. Compliance training, C. Regular distribution of compliance messages, D. Improvement of the internal whistleblower system, E. Reflection in personnel evaluations, F. Enhancement of internal communication, G. Prohibition of personal devices for business use, H. Follow-up on improvement progress) |
| Directors' and officers' liability | Founder Ishida Nobufumi (石田 信文) resigned as representative director and chairman, among other positions, effective 25 October 2025. |
| Voting rights ownership percentage before the change | As of 30 April 2025, 株式会社ジェット held 33.6% of the issued shares, excluding treasury shares. The combined holding of 株式会社ジェット, Ishida Nobufumi (石田 信文), and Ishida Yukari (石田 ゆかり) was 44.43%. |
| Outlook | The company plans to correct the consolidated financial statements included in the securities report for at least the 39th fiscal year, ended April 2025. In addition to continuing the audit by Audit Corporation Aria, the company will disclose its improvement plan and progress report and continue to rebuild and strengthen its governance and internal management systems. |
| Planned follow-up disclosure | Disclosure of the improvement plan and progress report is planned. The specific disclosure date is Not disclosed. |
Items this document does not state (4)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The company was found to be in a situation where accurate and comprehensive correction processing was difficult because the data and supporting documentation necessary to correct prior-period financial results were no longer available, and sufficient data and supporting documentation had not been shared by the Third-Party Committee.