Interim report
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This is an English translation of the original Japanese - language document . Should there be any inconsistency between the translation and the original Japanese text , the latter shall prevail . Consolidated Financial Results for the Nine Months Ended June 30 , 2026 [ IFRS ] August 7 , 2026 Listing : TSE URL : https://www.food-and-life.co.jp/en/ TEL : 06-6368-1001 Listed company name : FOOD & LIFE COMPANIES LTD . Securities code : 3563 Representative : Masahiro Yamamoto President & CEO Inquiries : Takeshi Yoshida Corporate Officer Scheduled date to commence dividend payment Supplementary briefing materials on financial results prepared : Financial results presentation meeting held : Yes No ( Amounts are rounded to nearest million yen ) 1. Consolidated Financial Results for the Nine Months Ended June 30 , 2026 ( October 1 , 2025 to June 30 , 2026 ) ( 1 ) Consolidated operating results ( cumulative ) Revenue ( Percentages indicate year - on - year changes ) Operating profit Profit before income taxes Profit for the period Profit for the period attributable to owners of the parent Total comprehensive income for the period millions of yen % millions of yen % millions of yen % millions of yen % millions of yen % millions of yen % Nine Months Ended 390,421 24.7 42,022 43.9 40,489 47.5 28,272 46.7 26,578 47.1 31,795 60.5 June 30 , 2026 Nine Months Ended 313,149 18.3 29,205 68.4 27,453 67.5 19,269 76.5 18,072 74.3 19,816 57.1 June 30 , 2025 Adjusted EBITDA Basic earnings per share Diluted earnings per share millions of yen % yen yen Nine Months Ended 56,177 38.7 117.09 115.68 June 30 , 2026 Nine Months Ended June 30 , 2025 40,502 47.8 79.87 78.86 Note : Effective July 1 , 2026 , the Company conducted a stock split at a ratio of two shares for every one share of its common stock . Basic earnings per share and diluted earnings per share have been calculated based on the assumption that the stock split took place at the beginning of the previous consolidated fiscal year . Nine Months Ended ( 2 ) Consolidated financial position Total assets millions of yen 445,693 Total equity Total equity attributable to owners of the parent Ratio of equity attributable to owners of the parent millions of yen millions of yen % 129,474 124,578 27.5 June 30 , 2026 Fiscal year ended 398,596 100,902 97,869 24.0 September 30 , 2025
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22222..... DDDDDiiiiivvvvviiiiidddddeeeeennnnndddddsssss Cash dividends per share First quarter-end Second quarter-end Third quarter-end Fiscal year-end Total yen yen yen yen yen Fiscal year ended September 30, 2025 － 0.00 － 35.00 35.00 Fiscal year ending September 30, 2026 － 0.00 Fiscal year ending September 30, 2026 (forecast) － 20.00 20.00 Note: Revisions to the most recently announced dividend forecasts: No 1. Assuming that the stock split described below had been carried out at the beginning of the previous consolidated fiscal year, the annual dividend amount for that year would be 17.5 yen. 2. Effective July 1, 2026, the Company conducted a stock split at a ratio of two shares for every one share of its common stock. The year-end dividend per share for the fiscal year ending September 30, 2026 (forecast) is calculated based on the stock split. 33333..... CCCCCooooonnnnnsssssooooollllliiiiidddddaaaaattttteeeeeddddd EEEEEaaaaarrrrrnnnnniiiiinnnnngggggsssss FFFFFooooorrrrreeeeecccccaaaaassssstttttsssss fffffooooorrrrr ttttthhhhheeeee FFFFFiiiiissssscccccaaaaalllll YYYYYeeeeeaaaaarrrrr EEEEEnnnnndddddiiiiinnnnnggggg SSSSSeeeeepppppttttteeeeemmmmmbbbbbeeeeerrrrr 3333300000,,,,, 22222000002222266666 (((((OOOOOccccctttttooooobbbbbeeeeerrrrr 11111,,,,, 22222000002222255555 tttttooooo SSSSSeeeeepppppttttteeeeemmmmmbbbbbeeeeerrrrr 3333300000,,,,, 22222000002222266666))))) (Percentages indicate year-on-year changes) Revenue Adjusted EBITDA Operating profit Profit for the year attributable to owners of the parent Basic earnings per share millions of yen % millions of yen % millions of yen % millions of yen % yen Fiscal year ending September 30, 2026 505,000 17.6 71,000 36.3 50,500 39.9 31,500 37.3 138.73 Note: Revisions to the most recently announced earnings forecasts: Yes Basic earnings per share is calculated based on the number of shares after the aforementioned stock split.
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* Notes: (1) Changes in significant subsidiaries during the period (changes in specified subsidiaries resulting in changes in scope of consolidation): None New: － Excluded: － (2) Changes in accounting policies, changes in accounting estimates 1) Changes in accounting policies required by IFRS: None 2) Changes in accounting policy other than 1): None 3) Changes in accounting estimates: None (3) Total number of issued shares (common shares) a. Total number of issued shares at the end of the period (including treasury stock) Nine Months ended June 30, 2026 232,138,368 shares Fiscal year ended September 30, 2025 232,138,368 shares b. Number of treasury stock at the end of the period Nine Months ended June 30, 2026 4,868,864 shares Fiscal year ended September 30, 2025 5,629,262 shares c. Average number of shares during the period (cumulative from the start of the fiscal year) Nine Months ended June 30, 2026 226,988,425 shares Nine Months ended June 30, 2025 226,269,084 shares Effective July 1, 2026, the Company conducted a stock split at a ratio of two shares for every one share of its common stock. Assuming that the stock split described below had been carried out at the beginning of the previous consolidated fiscal year, a. Total number of issued shares at the end of the period, b. Number of treasury stock at the end of the period and c. Average number of shares during the period are calculated based on the stock split. The year-end dividend per share for the fiscal year ending September 30, 2026 (forecast) is calculated based on the stock split. (4) Formulas for various indicators Indicator Formula Adjusted EBITDA Operating profit + Depreciation and amortization (excluding depreciation of right-of-use assets) + impairment losses * These financial results are outside the scope of interim review procedures by certified public accountants or accounting firms. * Explanation of Proper Use of Financial Forecasts, and Other Special Matters The earnings forecasts and other forward-looking statements presented in this document are based on information currently available to the Company and on certain assumptions deemed to be reasonable. They do not constitute guarantees by the Company of future performance. Furthermore, actual results and performance may differ materially from these forecasts due to various factors. In addition, for more details on earnings forecasts, please refer to ‘(3) Explanation of consolidated earnings forecasts and other forward-looking statements’under ‘1. Qualitative Information on Financial Results for the Period Under Review’on page 5 of the attached materials.
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1 Table of contents for attached materials 1. Qualitative Information on Financial Results for the Period Under Review …………………………………………… 2 (1) Explanation of operating results ………………………………………………………………………………………… 2 (2) Explanation of financial position ………………………………………………………………………………………… 5 (3) Explanation of consolidated earnings forecasts and other forward-looking statements ………………………… 5 2. Condensed Interim Consolidated Financial Statements and Important Notes ……………………………………… 6 (1) Condensed consolidated statement of financial position …………………………………………………………… 6 (2) Condensed consolidated statement of profit and loss ……………………………………………………………… 8 (3) Condensed consolidated statement of comprehensive income …………………………………………………… 9 (4) Condensed consolidated statement of changes in equity …………………………………………………………… 10 (5) Condensed consolidated statement of cash flows …………………………………………………………………… 11 (6) Notes on condensed consolidated financial statements …………………………………………………………… 12 (Notes regarding assumption of a going concern) …………………………………………………………………… 12 (Segment information) …………………………………………………………………………………………………… 12 (Selling, general and administrative expenses)………………………………………………………………………… 14 (Earnings per share) ……………………………………………………………………………………………………… 14 (Important subsequent events) ………………………………………………………………………………………… 15
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2 1. Qualitative Information on Financial Results for the Period Under Review (1) Explanation of operating results During the first nine months of the current consolidated fiscal year, the Japanese economy saw a gradual recovery in economic activity, supported by such factors as a pickup in personal consumption driven by wage increases. However, the outlook remains uncertain, driven by consumers’increasingly defensive mindset about finances due to sluggish growth in real wages amid rising prices stemming from global political instability and the prolonged depreciation of the yen. The restaurant sector also continued to face challenging conditions due to soaring prices for rice and other raw materials and soaring energy prices and other factors associated with supply constraints on certain international shipping routes, as well as chronic labor shortages. Under such circumstances, FOOD & LIFE COMPANIES LTD. worked to enhance product development, in-store food preparation, and health and safety initiatives and services with “Discovering new tastiness, Sharing moments of joy” as our Vision, and the desire to surprise and move our customers with delicious sushi. In addition, store count by business format is as follows. Group store count by business format Name of brand Fiscal year ended September 30 2025 Store openings Store closures Nine months ended June 30 2026 Japan: Sushiro (takeout) 667 (8) 10 9 (7) 668 (1) Japan: Sugidama (FC) 95 (17) 10 (7) － 105 (24) Japan: Kyotaru 100 (－) 2 16 86 (－) Japan: Kaiten Sushi Misaki and Misakimaru 87 (－) － 2 85 (－) Japan: Others 15 (－) － 6 9 (－) Japan total 964 (25) 22 (7) 33 (7) 953 (25) International: Sushiro (takeout) 227 (－) 78 (1) 1 304 (1) International: Others 7 (－) － 1 6 (－) International total 234 (－) 78 (1) 2 310 (1) Total 1,198 (25) 100 (8) 35 (7) 1,263 (26) Figures in parentheses show the number of takeout only and FC stores. As a result, revenue for this third quarter of the consolidated fiscal year ending September 30, 2026 totaled 390,421 million yen (+24.7% year on year), operating profit 42,022 million yen (+43.9% year on year), profit before income taxes 40,489 million yen (+47.5% year on year), and profit for the period attributable to owners of the parent 26,578 million yen (+47.1% year on year).
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3 Operating results by segment are as follows. (Japan Sushiro Business) Japan Sushiro Business under the theme of "Mastering the Art of Sushi!" has focused on the deliciousness that it has been dedicated to since the foundation of the brand, and has been working to provide products and campaigns that would satisfy our customers. As June marks our founding month, we held Sushiro Day 2026 (Thanks a Bellyful) , our annual campaign to express our deep gratitude to our customers. Round One of the campaign held from June 3 featured "Ikura Wrap (Salmon Roe)" (from 110 yen including tax), which allows customers to directly savor the rich, sticky flavor of the salmon roe wrapped inside, and "Double-Up Toro (Fatty Tuna)" (from 180 yen including tax), a version of “Special Chutoro” (Fatty Tuna), which Sushiro, a company with a strong commitment to tuna, prepared with deep gratitude to customers by thawing the tuna in-store and carefully slicing it piece by piece. It was offered at roughly double the usual size for the same price. Also in Round Two held from June 15, we served up "Jumbo Toro Salmon" (from 110 yen including tax), a jumbo portion of fatty salmon, and "Double-Cut Grilled Unagi (Eel) Kabayaki" (from 180 yen including tax) prepared with Sushiro’s special kabayaki sauce and about twice the size of the usual portion. In addition, we carried out our second collaboration, “The Golden Dish,” with the space fantasy RPG “Honkai: Star Rail,” a game with rich storylines and distinctive characters that have earned it a large fanbase not only in Japan but around the world, and sold sushi with limited-edition collaboration food picks and products that came with limited-edition collaboration sushi plates. We continued to provide not only the enjoyment of sushi at Sushiro, but also content that customers could enjoy alongside their sushi. As a result of the above, net sales of the Japan Sushiro Business were 216,932 million yen (+10.7% year on year), and segment profit was 17,168 million yen (+12.4% year on year). (International Sushiro Business) In the International Sushiro Business, we are maintaining new store openings at one of our fastest paces ever to steadily expand our business operations. In April, we opened “Sushiro Hanxi K11 Store” in Guangzhou and “Sushiro Capital Tianfu Store” in Chengdu, reaching a total of 100 stores in mainland China. We also marked our first entries into five cities, including Shaoxing and Wenzhou. In Taiwan, we opened “Sushiro To Go Station Front Store” in May, marking our first takeout specialty store in Taiwan. From the spring through the summer seasons, we implemented strategic promotional and marketing initiatives aimed at further increasing customer traffic. In Thailand, as part of our 5th anniversary celebrations, we ran a campaign featuring a range of menu items such as “Ootoro” (Fatty Tuna) and “Aka-ebi” (Red Rice Shrimp) at special prices. We developed collaborations with Cardcaptor Sakura in Taiwan and JoJo’s Bizarre Adventure in Hong Kong. In Thailand, we collaborated with Pokémon. As part of the promotion, we distributed items such as Poké Balls and Pokémon cards as bonus gifts, in an effort to provide even greater experience value through dining at Sushiro. As a result of the above, net sales of the International Sushiro Business were 150,638 million yen (+61.8% year on year) and segment profit was 20,368 million yen (+83.2% year on year).
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4 (Kyotaru Business) The Kyotaru brand continued to enhance e-commerce sales and close unprofitable stores in efforts to bolster profitability. The brand ran ongoing campaigns allowing customers to enjoy seasonal products, offering reservations of “Mother’s Day Limited Edition Kaiseki Bento” in May, and starting from June, the brand offered “Unagi Wappa Sushi” and “Unagi Nishiki Chirashi” limited-edition products for summer allowing customers to fully savor eel. The Misaki brand also worked on evolving its brand identity and improving performance by leveraging its flagship store as a benchmark to enhance product quality and customer service across all locations. The brand held the Misaki Hokkaido Fair, where Hokkaido items were enjoyed with Misaki’s signature “Aka-shari” and Misaki’s Delicious Pick! festival, featuring delicious sushi from all over Japan, which were both well received by customers. As a result of the above, net sales of the Kyotaru Business were 16,429 million yen (-8.1% year on year) and segment profit was 441 million yen (+137.9% year on year) Furthermore, at the Board of Directors meeting held on August 7, 2026, we resolved to transfer all shares of KYOTARU CO., LTD., which belongs to this segment. Following this resolution, the Kyotaru business is scheduled to be classified as a discontinued operation starting from the fourth quarter of the consolidated fiscal year. For details, please refer to "(Important subsequent events)." (Japan Sugidama Business) Leveraging the strengths of FOOD & LIFE COMPANIES, the popular sushi izakaya restaurant “Sugidama” offers sushi that is meticulously crafted for freshness, taste, and appearance, along with classic izakaya dishes and drinks that pair perfectly with a meal. In the ninth year since the brand’s inception, it exceeded 100 locations in Japan, and we are working to further expand the store network through a combination of company-owned and franchise operations. To ensure guests fully enjoy their dining experience in our meticulously crafted wood-grain accented interiors and spaces, the brand consistently runs promotional campaigns. In May, the brand offered popular alcoholic beverages at great prices in the Bottle Keep festival while in June we held an eel and conger eel fair as limited-time menu items for early summer. Sugidama’s signature eel dish uses the “jiyaki” method of cooking the eel directly over heat without steaming it first. This results in a crispy, aromatic skin and a plump succulent fillet bursting with rich, savory flavor to deliver an authentic taste. The brand also offered the “Blissful Set Meal with Eel and Conger Eel” as a lunchtime item at many of its restaurants, allowing customers to enjoy both this high-quality eel and seasonal conger eel at the same time. As a result of the above, net sales of the Japan Sugidama Business were 6,574 million yen (+8.9% year on year) and segment profit was 241 million yen (+717.5% year on year).
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5 (2) Explanation of financial position 1) Assets, liabilities and equity (Assets) The balance of total assets increased 47,097 million yen from the end of the previous consolidated fiscal year to 445,693 million yen. The balance of current assets increased 20,393 million yen from the end of the previous consolidated fiscal year to 108,789 million yen. This mainly reflected a 5,636 million yen increase in cash and cash equivalents and a 8,409 million yen increase in other financial assets. The balance of non-current assets increased 26,704 million yen from the end of the previous consolidated fiscal year to 336,904 million yen. This mainly reflected a 24,900 million yen increase in property, plant and equipment. (Liabilities) Total liabilities increased 18,525 million yen from the end of the previous consolidated fiscal year to 316,219 million yen. The balance of current liabilities increased 12,194 million yen from the end of the previous consolidated fiscal year to 97,050 million yen. This mainly reflected a 5,190 million yen increase in trade and other payables and a 3,956 million yen increase in lease liabilities. The balance of non-current liabilities increased 6,331 million yen from the end of the previous consolidated fiscal year to 219,169 million yen. This mainly reflected a 8,576 million yen increase in lease liabilities. (Equity) Total equity increased 28,572 million yen from the end of the previous consolidated fiscal year to 129,474 million yen. This mainly reflected the booking of 26,578 million yen in profit for the period, alongside a 3,964 million yen decrease resulting from cash dividends paid. 2) Cash flows During this third quarter of the current consolidated fiscal year, cash and cash equivalents (hereinafter “Cash”) increased 5,636 million yen from the end of the previous consolidated fiscal year to 64,458 million yen. The breakdown of cash flows by activities and underlying factors for this third quarter of the current consolidated fiscal year is shown below. (Cash flows from operating activities) Cash provided by operating activities totaled 62,249 million yen (+37.8% year on year). This mainly reflected the booking of 40,489 million yen in profit before income taxes and the booking of 32,081 million yen in depreciation and amortization. (Cash flows from investing activities) Cash used in investing activities came to 33,446 million yen ( +83.0% year on year). This was mainly attributable to 23,443 million yen in purchase of property, plant and equipment. (Cash flows from financing activities) Cash used in financing activities totaled to 25,050 million yen (+11.7% year on year). This mainly reflected a 18,377 million yen in repayments of lease liabilities and a 3,958 million yen in cash dividends paid. (3) Explanation of consolidated earnings forecasts and other forward-looking statements In the first nine months of the current consolidated fiscal year, consolidated profits at all levels exceeded the Company’s expectations, with the International Sushiro segment being the key driver. Based on this situation, we have revised the FY26/9 earnings forecasts upward. For more details, please refer to the ‘Revision of FY26/9 Earnings Forecast’announced today (August 7, 2026). Please note that the impact of the transfer of all shares of our consolidated subsidiary, KYOTARU CO., LTD., which was also announced today, has been incorporated into the FY26/9 earnings forecasts.
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6 2. Condensed Interim Consolidated Financial Statements and Important Notes (1) Condensed consolidated statement of financial position (Unit: millions of yen) Fiscal year ended September 30, 2025 Nine Months ended June 30, 2026 Assets Current assets Cash and cash equivalents 58,822 64,458 Trade and other receivables 15,284 17,648 Inventories 10,242 13,143 Other financial assets 690 9,100 Other current assets 3,357 4,440 Total current assets 88,396 108,789 Non-current assets Property, plant and equipment 203,820 228,720 Goodwill 30,371 30,371 Intangible assets 57,002 56,816 Equity method investment 52 52 Lease and guarantee deposits 15,795 17,243 Other financial assets 801 773 Deferred tax assets 1,664 1,676 Other non-current assets 694 1,252 Total non-current assets 310,200 336,904 Total assets 398,596 445,693 Liabilities and equity Liabilities Current liabilities Trade and other payables 42,091 47,282 Bonds and borrowings 4,009 4,009 Income taxes payable 4,926 7,242 Lease liabilities 21,685 25,641 Other financial liabilities 1,339 2,006 Provisions 4,381 4,088 Other current liabilities 6,426 6,783 Total current liabilities 84,857 97,050 Non-current liabilities Trade and other payables 22 7 Bonds and borrowings 76,519 73,470 Lease liabilities 116,447 125,023 Other financial liabilities 100 110 Provisions 5,462 5,950 Deferred tax liabilities 14,287 14,609 Total non-current liabilities 212,837 219,169 Total liabilities 297,694 316,219
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7 Fiscal year ended September 30, 2025 Nine Months ended June 30, 2026 Equity Capital stock 100 100 Capital surplus 15,806 15,601 Retained earnings 85,355 107,970 Treasury stock (8,749) (7,567) Other components of equity 5,357 8,475 Total equity attributable to owners of the parent 97,869 124,578 Non-controlling interests 3,032 4,896 Total equity 100,902 129,474 Total liabilities and equity 398,596 445,693
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8 (2) Condensed consolidated statement of profit and loss (Unit: millions of yen) Nine Months ended June 30, 2025 (From October 1, 2024 to June 30, 2025) Nine Months ended June 30, 2026 (From October 1, 2025 to June 30, 2026) Revenue 313,149 390,421 Cost of sales (134,019) (168,293) Gross profit 179,130 222,128 Selling, general and administrative expenses (149,697) (180,620) Other income 541 1,135 Other expenses (769) (621) Operating profit 29,205 42,022 Finance income 176 857 Finance expenses (1,928) (2,390) Profit before income taxes 27,453 40,489 Income taxes (8,184) (12,217) Profit for the period 19,269 28,272 Profit attributable to: Owners of the parent 18,072 26,578 Non-controlling interests 1,197 1,693 Profit for the period 19,269 28,272 Earnings per share Basic earnings per share (yen) 79.87 117.09 Diluted earnings per share (yen) 78.86 115.68 Note: Effective July 1, 2026, the Company conducted a stock split at a ratio of two shares for every one share of its common stock. Basic earnings per share and diluted earnings per share have been calculated based on the assumption that the stock split took place at the beginning of the previous consolidated fiscal year.
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9 (3) Condensed consolidated statement of comprehensive income (Unit: millions of yen) Nine Months ended June 30, 2025 (From October 1, 2024 to June 30, 2025) Nine Months ended June 30, 2026 (From October 1, 2025 to June 30, 2026) Profit for the period 19,269 28,272 Other comprehensive income Items that will not be reclassified to profit or loss Net gain (loss) on revaluation of financial assets measured at fair value through other comprehensive income (2) － Total of items that will not be reclassified to profit or loss (2) － Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations 549 3,523 Total of items that may be reclassified to profit or loss 549 3,523 Other comprehensive income after taxes 547 3,523 Total comprehensive income for the period 19,816 31,795 Attributable to: Owners of the parent 18,613 29,931 Non-controlling interests 1,202 1,864 Total comprehensive income for the period 19,816 31,795
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10 (4) Condensed consolidated statement of changes in equity Nine Months Ended June 30, 2025 (From October 1, 2024 to June 30, 2025) (Unit: millions of yen) Capital stock Capital surplus Retained earnings Treasury stock Other components of equity Total equity attributable to owners of the parent Non- controlling interests Total equity Balance as of October 1, 2024 100 15,734 65,818 (9,156) 4,073 76,568 1,269 77,837 Profit for the period 18,072 18,072 1,197 19,269 Other comprehensive income 541 541 5 547 Total comprehensive income － － 18,072 － 541 18,613 1,202 19,816 Disposal of treasury stock 30 222 (69) 184 184 Purchase of treasury stock (1) (1) (1) Forfeiture of share acquisition rights 18 (18) － － Share-based payment transactions 385 385 385 Dividends (3,394) (3,394) (3,394) Transfer to retained earnings (6) 6 － － Purchase of shares of consolidated subsidiaries (17) (17) (20) (37) Total transactions with the owners － 31 (3,399) 222 304 (2,843) (20) (2,863) Balance as of June 30, 2025 100 15,766 80,490 (8,935) 4,918 92,339 2,451 94,790 Nine Months Ended June 30, 2026 (From October 1, 2025 to June 30, 2026) (Unit: millions of yen) Capital stock Capital surplus Retained earnings Treasury stock Other components of equity Total equity attributable to owners of the parent Non- controlling interests Total equity Balance as of October 1, 2025 100 15,806 85,355 (8,749) 5,357 97,869 3,032 100,902 Profit for the period 26,578 26,578 1,693 28,272 Other comprehensive income 3,353 3,353 170 3,523 Total comprehensive income － － 26,578 － 3,353 29,931 1,864 31,795 Disposal of treasury stock (471) 1,182 (423) 287 287 Purchase of treasury stock (0) (0) (0) Forfeiture of share acquisition rights 265 (265) － － Share-based payment transactions 454 454 454 Dividends (3,964) (3,964) (3,964) Total transactions with the owners － (206) (3,964) 1,182 (235) (3,223) － (3,223) Balance as of June 30, 2026 100 15,601 107,970 (7,567) 8,475 124,578 4,896 129,474
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11 (5) Condensed consolidated statement of cash flows (Unit: millions of yen) Nine Months ended June 30, 2025 (From October 1, 2024 to June 30, 2025) Nine Months ended June 30, 2026 (From October 1, 2025 to June 30, 2026) Cash flows from operating activities Profit before income taxes 27,453 40,489 Depreciation and amortization 26,270 32,081 Impairment losses 561 275 Finance income (176) (857) Finance expenses 1,928 2,390 Increase (decrease) in provision for bonuses (2,503) (381) Amount of rent offset by lease and guarantee deposits 197 － Decrease (increase) in trade and other receivables (1,668) (2,569) Decrease (increase) in inventories (2,660) (2,739) Increase (decrease) in trade and other payables 5,326 4,223 Others 182 1,039 Subtotal 54,908 73,953 Interest and dividend income received 138 228 Interest paid (1,924) (2,411) Income taxes paid (7,957) (9,876) Income taxes refund 0 355 Net cash from operating activities 45,166 62,249 Cash flows from investing activities Purchase of property, plant and equipment (18,407) (23,443) Proceeds from sale of property, plant and equipment 13 13 Purchase of intangible assets (1,069) (851) Payments into time deposits (2,323) (7,942) Proceeds from withdrawal of time deposits 4,455 300 Payments for lease and guarantee deposits (1,560) (1,632) Others 614 108 Cash flows from investing activities (18,277) (33,446) Cash flows from financing activities Redemption of bonds (5,000) － Proceeds from issuance of bonds 4,974 － Repayments of long-term borrowings (3,007) (3,007) Repayments of lease liabilities (16,142) (18,377) Payments for commission fees (13) (12) Purchase of treasury stock (1) (0) Proceeds from exercise of share acquisition rights 184 287 Cash dividends paid (3,387) (3,958) Payments for acquisition of interests in subsidiaries from non-controlling interests (37) － Others 11 16 Cash flows from financing activities (22,418) (25,050) Net increase (decrease) in cash and cash equivalents 4,471 3,753 Cash and cash equivalents at beginning of the period 48,695 58,822 Effect of exchange rate changes on cash and cash equivalents 67 1,883 Cash and cash equivalents at end of the period 53,233 64,458
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12 (6) Notes on condensed consolidated financial statements (Notes regarding assumption of a going concern) Not applicable. (Segment information) (1) Overview of Reportable Segments The major brands included in each reportable segment are as follows. Japan Sushiro Business: Sushiro and takeout specialty stores operating in Japan International Sushiro Business: Sushiro and takeout specialty stores operating internationally Kyotaru Business: All brands managed by KYOTARU CO., LTD. (major brands: Kyotaru, Kaiten Sushi Misaki, and Kaisen Misakiko) Japan Sugidama Business: All brands managed by FOOD & LIFE INNOVATIONS LTD. (major brand: Sugidama) Other Businesses: ’Sushiro To The Future EXPO Edition Store’and external sales of product inventories
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13 (2) Reportable segment revenues and operating results Revenues and operating results for the Group’s reportable segments are as follows. Nine Months Ended June 30, 2025 (October 1, 2024 to June 30, 2025) (Unit: millions of yen) Reportable segment Total Total adjustments Notes 2 Consolidated total Japan Sushiro Business International Sushiro Business Kyotaru Business Japan Sugidama Business Other Revenue External revenue 195,990 93,102 17,800 5,938 319 313,149 － 313,149 Intersegment revenue － 2 71 101 － 174 (174) － Total 195,990 93,105 17,871 6,038 319 313,323 (174) 313,149 Segment profit (loss) Notes 1 15,271 11,116 185 29 (162) 26,440 2,765 29,205 Other Items Depreciation and amortization 13,202 10,300 1,285 661 5 25,453 817 26,270 Impairment loss 17 479 50 15 － 561 － 561 Notes 1. Segment profit (loss) is reconciled with operating profit on the consolidated statement of profit and loss. 2. Adjustment of 2,765 million yen in segment profit (loss) is mainly for intersegment eliminations and corporate expenses not attributable to any reportable segment. Nine Months Ended June 30, 2026 (October 1, 2025 to June 30, 2026) (Unit: millions of yen) Reportable segment Total Total adjustments Notes 2 Consolidated total Japan Sushiro Business International Sushiro Business Kyotaru Business Japan Sugidama Business Other Revenue External revenue 216,932 150,637 16,281 6,484 86 390,421 － 390,421 Intersegment revenue － 1 148 90 － 239 (239) － Total 216,932 150,638 16,429 6,574 86 390,659 (239) 390,421 Segment profit (loss) Notes 1 17,168 20,368 441 241 (43) 38,176 3,846 42,022 Other Items Depreciation and amortization 14,465 14,753 1,222 745 3 31,188 894 32,081 Impairment loss 105 109 51 9 － 275 － 275 Notes 1. Segment profit (loss) is reconciled with operating profit on the consolidated statement of profit and loss. 2. Adjustment of 3,846 million yen in segment profit (loss) is mainly for intersegment eliminations and corporate expenses not allocated to any reportable segment.
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14 (Selling, general and administrative expenses) The breakdown of selling, general and administrative expenses is as shown below. (Unit: millions of yen) Nine Months Ended June 30, 2025 (From October 1, 2024 to June 30, 2025) Nine Months Ended June 30, 2026 (From October 1, 2025 to June 30, 2026) Employee benefits 83,254 101,832 Depreciation and amortization 26,207 32,013 Utilities expenses 7,207 7,786 Commission expenses 5,958 7,209 Other 27,071 31,779 Total 149,697 180,620 (Earnings per share) Nine Months Ended June 30, 2025 (From October 1, 2024 to June 30, 2025) Nine Months Ended June 30, 2026 (From October 1, 2025 to June 30, 2026) Profit for the period attributable to common shareholders of the parent (millions of yen) 18,072 26,578 Profit for the period attributable to common shares used in calculations for basic earnings per share (millions of yen) 18,072 26,578 Profit for the period attributable to common shares used in calculations for diluted earnings per share (millions of yen) 18,072 26,578 Average number of shares during the period 226,269,084 226,988,425 Increase in number of common shares used in calculation for diluted earnings per share 2,906,879 2,760,534 Average number of common shares during the period after dilution 229,175,963 229,748,959 Basic earnings per share (yen) 79.87 117.09 Diluted earnings per share (yen) 78.86 115.68 Outline of potentially dilutive shares excluded from the calculation of diluted earnings per share due to the absence of dilutive effects 1 kind of subscription rights to shares (Common shares 166 thousand shares) 1 kind of subscription rights to shares (Common shares 61 thousand shares) Note: Effective July 1, 2026, the Company conducted a stock split at a ratio of two shares for every one share of its common stock. Assuming that the stock split had been carried out at the beginning of the previous consolidated fiscal year, total equity attributable to owners of the parent per share, basic earnings per share and diluted earnings per share are calculated based on the stock split.
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15 (Important subsequent events) (Transfer All Shares of KYOTARU CO LTD.) We resolved to transfer all shares of our consolidated subsidiary, KYOTARU CO LTD. (“KYOTARU”), to SRS HOLDINGS CO LTD. at the meeting of the Board of Directors held on August 7, 2026, and entered into a share transfer agreement on the same day. The shares transfer is scheduled to take place on September 1, 2026. In accordance with this resolution, we plan to classify Kyotaru Business as a discontinued operation starting with the fourth quarter of the consolidated fiscal year. 1．Reason for Shares Transfer We acquired all shares of KYOTARU (which operates the well-known takeout sushi brand “KYOTARU” as well as the revolving-lane sushi restaurants “KAISEN MISAKIKOU” (current “KAITEN SUSHI MISAKI”) and “SUSHI MISAKIMARU” (current “SUSHI MISAKI” ) mainly in Kanto/Tokyo region) from YOSHINOYA HOLDINGS CO LTD. on April 1, 2021. Since the acquisition, we have promoted comprehensive rebranding and worked to enhance KYOTARU’s corporate value by leveraging the know-how cultivated through the “SUSHIRO” business. These initiatives have included improving productivity, upgrading the red vinegar rice, strengthening product development capabilities, increasing brand recognition through active sales promotions, and renovating stores. As the business environment of the takeout sushi market has undergone significant changes, it has become increasingly important for KYOTARU to update its strategies and make timely investments in order to achieve further growth. Under these circumstances, we have determined that transferring KYOTARU to a partner capable of further accelerating its growth would be the optimal way to realize KYOTARU’s sustainable growth and further enhance its corporate value. In addition, we believe that focusing its management resources on the “SUSHIRO” business, in both domestic and overseas markets, will contribute to the medium- to long-term enhancement of our group’s corporate value. Accordingly, we have decided to enter into the share transfer agreement. 2．Number of Transferred Shares, Transfer Price, and Status of Shareholding Before and After Transfer (1) Number of shares owned before transfer 202 shares (Rate of holding voting rights：100%) (2) Number of transferred shares 202 shares (3) Transfer price JPY3,745 million (4) Number of shares owned after transfer －shares (Rate of holding voting rights：－%) [Note] As of August 7, 2026, the number of issued shares of KYOTARU is 201 shares. However, KYOTARU plans to conduct a capital increase through third-party allotment of new shares to us, and the number of issued shares at the time of the share transfer is expected to be 202 shares. 3．Future Prospects The impact of this share transfer on our consolidated financial results for the fiscal year ending September 2026 is expected to be minor.
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16 （Stock Split and Partial Amendment to the Articles of Incorporation) We conducted a Stock Split and partially amended the Articles of Incorporation in connection with the stock split effective as of July 1, 2026 in accordance with the resolution at the meeting of Board of Directors held on May 8, 2026. 1．Stock Split (1) Purpose of the Stock Split We aim to improve market accessibility and stock liquidity by reducing the minimum investment per trading unit (100 shares). This initiative is geared toward cultivating a more diverse and expansive shareholder community. (2) Overview of the Stock Split a) Method of the Stock Split The shares were split at a ratio of two shares for every one share held by shareholders listed or recorded in the final shareholder registry as of June 30, 2026. b) The Number of Shares To Be Issued as a Result of the Stock Split Total Number of Outstanding Shares Before the Stock Split 116,069,184 shares Increase in the Number of Shares as a Result of the Stock Split 116,069,184 shares Total Number of Outstanding Shares After the Stock Split 232,138,368 shares Total Number of Authorized Shares After the Stock Split 872,000,000 shares c) Schedule of the Stock Split Record Date / Announcement Date June 12, 2026 (Fri) Record Date June 30, 2026 (Tue) Effective Date July 1, 2026 (Wed) (3) Other There is no increase in the Company’s capital in connection with this stock split. 2．Partial Amendment to the Articles of Incorporation in Connection With the Stock Split (1) Background of the Amendment In connection with the stock split described above, pursuant to the provisions of Article 184, Paragraph 2 of the Companies Act, we amended certain provisions of our Articles of Incorporation as follows, effective as of July 1, 2026. (2) Details of the Amendment The changes are as follows. (underlined text indicates the changes) Before Change After Change (Total Number of Authorized Shares) Article 7 : The total number of authorized shares of the Company shall be 436,000,000 shares. (Total Number of Authorized Shares) Article 7 : The total number of authorized shares of the Company shall be 872,000,000 shares. (3) Date of the Amendment Date of Board of Directors’resolution May 8, 2026 (Fri) Effective Date July 1, 2026 (Wed)