Interim report
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Consolidated Financial Results for the Nine Months Ended December 31, 2025 [Japanese GAAP] February 13, 2026 Company name: Synchro Food Co., Ltd. Stock exchange listing: Tokyo Stock Exchange Code number: 3963 URL: https://www.synchro-food.co.jp Representative: Shun Ohkubo, President and CEO and Chief of Operating for the Development Department Contact: Masaki Morita, Chief of Operating for the Administrative Department Phone: +81-3-5768-9522 Scheduled date of commencing dividend payments: – Availability of financial results briefing materials: Available Schedule of financial results briefing session: Scheduled (Amounts of less than one million yen are rounded down.) 1. Consolidated Financial Results for the Nine Months Ended December 31, 2025 (April 1, 2025 - December 31, 2025) (1) Consolidated Operating Results (% indicates changes from the previous corresponding period.) Net sales Operating profit Ordinary profit Profit attributable to owners of parent Nine months ended Million yen % Million yen % Million yen % Million yen % December 31, 2025 3,618 23.8 477 (43.2) 423 (48.9) 225 (59.4) December 31, 2024 2,922 10.1 840 10.4 828 8.9 555 7.1 Note: Comprehensive income: Nine months ended December 31, 2025: 225 million yen [(59.4)%] Nine months ended December 31, 2024: 556 million yen [7.1%] Basic earnings per share Diluted earnings per share Nine months ended Yen Yen December 31, 2025 8.03 – December 31, 2024 20.60 20.59 (2) Consolidated Financial Position Total assets Net assets Equity ratio Million yen Million yen % As of December 31, 2025 11,548 4,737 40.7 As of March 31, 2025 6,130 5,326 86.9 Reference: Equity: As of December 31, 2025: 4,705 million yen As of March 31, 2025: 5,326 million yen Disclaimer: This document is an English translation of the original document in Japanese and has been prepared solely for reference purposes. In the event of any discrepancy between this English translation and the original in Japanese, the original shall prevail in all respects.
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2. Dividends Annual dividends 1st quarter-end 2nd quarter-end 3rd quarter-end Year-end Total Yen Yen Yen Yen Yen Fiscal year ended March 31, 2025 – 0.00 – 15.00 15.00 Fiscal year ending March 31, 2026 – 0.00 – Fiscal year ending March 31, 2026 (Forecast) 15.00 15.00 Note: Revision to the forecast for dividends announced most recently: No 3. Consolidated Financial Results Forecast for the Fiscal Year Ending March 31, 2026 (April 1, 2025 - March 31, 2026) (% indicates changes from the previous corresponding period.) Net sales Operating profit Ordinary profit Profit attributable to owners of parent Basic earnings per share Million yen % Million yen % Million yen % Million yen % Yen Full year 5,600 41.7 685 (37.6) 647 (40.4) 418 (36.6) 14.35 Note: Revision to the financial results forecast announced most recently: No * Notes: (1) Significant changes in the scope of consolidation during the period: Yes Newly included: 2 companies (Horizon 14 Co., Ltd. and ideal inc.) Excluded: – ( ) (2) Adoption of accounting treatment specific to the preparation of quarterly consolidated financial statements: Yes (3) Changes in accounting policies, changes in accounting estimates and retrospective restatement 1) Changes in accounting policies due to the revision of accounting standards: None 2) Changes in accounting policies other than 1) above: None 3) Changes in accounting estimates: None 4) Retrospective restatement: None (4) Total number of issued and outstanding shares (common shares) 1) Total number of issued and outstanding shares at the end of the period (including treasury shares): December 31, 2025: 29,123,000 shares March 31, 2025: 29,123,000 shares 2) Total number of treasury shares at the end of the period: December 31, 2025: 1,080,412 shares March 31, 2025: 327,842 shares 3) Average number of shares during the period: Nine months ended December 31, 2025: 28,054,818 shares Nine months ended December 31, 2024: 26,969,599 shares
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* Review of the Japanese-language originals of the attached consolidated quarterly financial statements by certified public accountants or audit firm: None * Explanation of the proper use of financial results forecast and other notes The financial results forecast and other forward-looking statements herein are based on information currently available to the Company and certain assumptions deemed reasonable, and are not intended as the Company’s guarantee to achieve them. Actual results may differ significantly due to various factors. For conditions underlying the results forecast and matters of note on the use of the results forecast and other material, please see “1. Qualitative Information on Quarterly Financial Results (3) Explanation of Consolidated Financial Results Forecast and Other Forward-looking Information” on page 3 of the Attachments.
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1 Table of Contents - Attachments 1. Qualitative Information on Quarterly Financial Results ..................................................................... 2 (1) Explanation of Operating Results ................................................................................................... 2 (2) Explanation of Financial Position ................................................................................................... 3 (3) Explanation of Consolidated Financial Results Forecast and Other Forward-looking Information. 3 2. Quarterly Consolidated Financial Statements and Principal Notes ..................................................... 4 (1) Quarterly Consolidated Balance Sheets .......................................................................................... 4 (2) Quarterly Consolidated Statements of Income and Comprehensive Income .................................. 6 Quarterly Consolidated Statements of Income ................................................................................ 6 Nine months ended December 31 ............................................................................................... 6 Quarterly Consolidated Statements of Comprehensive Income ...................................................... 7 Nine months ended December 31 ............................................................................................... 7 (3) Notes to Quarterly Consolidated Financial Statements ................................................................... 8 (Notes on going concern assumption) .............................................................................................. 8 (Notes when there are significant changes in amounts of equity) .................................................... 8 (Adoption of accounting treatment specific to the preparation of quarterly consolidated financial statements) .................................................................................................................................. 8 (Segment information, etc.) .............................................................................................................. 9 (Notes on Statements of Cash Flows) ............................................................................................. 11 (Revenue recognition) ..................................................................................................................... 11
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2 1. Qualitative Information on Quarterly Financial Results (1) Explanation of Operating Results During the nine months ended December 31, 2025, the Group’s financial results were net sales of 3,618,788 thousand yen (up 23.8% year on year), operating profit of 477,386 thousand yen (down 43.2% year on year), ordinary profit of 423,462 thousand yen (down 48.9% year on year), and profit attributable to owners of parent of 225,482 thousand yen (down 59.4% year on year). Net sales by service category comprises 2,150,678 thousand yen in Service in Stage 3 (operating) (down 4.4% year on year), 353,657 thousand yen (down 25.3% year on year) in Service in Stages 1, 2, 4 (preparation, store opening and closing business), 194,774 thousand yen (down 1.9% year on year) in Other, and 919,677 thousand yen (no corresponding figure for the previous fiscal year) in Property Management. Status by segment is as follows. During the second quarter of the fiscal year, the Company acquired Horizon 14 Co., Ltd. and ideal inc., which became consolidated subsidiaries, resulting in the addition of a new segment, the “Property Management business.” Following this change, the Group’s reporting segments were reclassified into three categories: the “Media Platform business,” the “M&A Services business,” and the “Property Management business.” [Media Platform business] The Media Platform business comprises services offered to restaurant operators through Inshokuten.com as well as services offered to related business operators, including real estate agents and food suppliers who offer their services via Inshokuten.com. As of December 31, 2025, the number of registered Inshokuten.com members was 334,143 (up 7.4% year on year), showing steady growth, helped by a continued steady trend in store opening, refurbishment, changes in business format, and other activities. In addition, the number of real estate agents, interior furnishing service providers, and related business operators who provide services via Inshokuten.com, increased steadily to 5,264 companies (up 3.5% year on year) (Note). As a result of the above, net sales in the Media Platform business were 2,543,536 thousand yen (down 4.4% year on year), and segment profit was 448,492 thousand yen (down 39.4% year on year). [M&A Services business] This business comprises M&A-related services such as business transfers and share transfers, and support services to facilitate fully-furnished asset transfers, where the business can be transferred without removing the furnishings of the former restaurant operator. The number of inquiries for both the M&A Services business and fully-furnished asset transfers remained at high levels, while deal conversion rates improved. However, in the third quarter, as in the first quarter, the lead time to closing lengthened, resulting in stagnant net sales. As a result of the above, net sales in the M&A Services business were 156,533 thousand yen (down 40.2% year on year), and segment profit was 3,545 thousand yen (down 96.0% year on year).
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3 [Property Management business] The business comprises services specialized in commercial real estate, including subleasing, rental services, lease management, building maintenance, and brokerage for property sales and purchases. In the third quarter, the Company steadily accumulated master lease agreements with building owners, and net sales of its core subleasing business increased steadily. In addition to progress in building a stable recurring revenue base, peripheral services with higher profitability, such as brokerage services for retail stores and office properties, also performed steadily. As a result, net sales in the Property Management business were 919,677 thousand yen (no corresponding figure for the previous fiscal year), and segment profit was 28,535 thousand yen (no corresponding figure for the previous fiscal year). Note: This is the number of operators registered as real estate agents, interior furnishing service providers, and food suppliers as of December 31, 2025. (The number of interior furnishing service providers increased due to the start of integrated operations for Tenpodesign.com and Naisoh-kenchiku.com in May 2025.) (2) Explanation of Financial Position (Assets) Current assets at the end of the nine months ended December 31, 2025 decreased by 1,407,677 thousand yen from the end of the previous fiscal year to 4,275,536 thousand yen. The decrease was mainly attributable to a decline in cash and deposits (a decrease of 1,394,141 thousand yen from the end of the previous fiscal year) due to the acquisition of shares of Horizon 14 Co., Ltd. Non-current assets increased by 6,825,389 thousand yen from the end of the previous fiscal year to 7,272,852 thousand yen. The increase was mainly attributable to an increase in goodwill (an increase of 5,113,713 thousand yen from the end of the previous fiscal year) resulting from the same acquisition. As a result of the above, total assets amounted to 11,548,389 thousand yen (an increase of 5,417,711 thousand yen from the end of the previous fiscal year). (Liabilities) Current liabilities at the end of the nine months ended December 31, 2025 increased by 972,716 thousand yen from the end of the previous fiscal year to 1,745,291 thousand yen. The main factors were increases in contract liabilities (an increase of 356,954 thousand yen from the end of the previous fiscal year) and current portion of long-term borrowings (an increase of 571,440 thousand yen from the end of the previous fiscal year) resulting from the acquisition of shares of Horizon 14 Co., Ltd. Non-current liabilities increased by 5,033,233 thousand yen from the end of the previous fiscal year to 5,065,223 thousand yen. The increase was mainly attributable to an increase in long-term borrowings (an increase of 3,285,700 thousand yen from the end of the previous fiscal year) associated with the same acquisition. As a result of the above, total liabilities amounted to 6,810,515 thousand yen (an increase of 6,005,950 thousand yen from the end of the previous fiscal year). (Net assets) Net assets at the end of the nine months ended December 31, 2025 decreased by 588,238 thousand yen from the end of the previous fiscal year to 4,737,874 thousand yen. The decrease was mainly attributable to a decline in retained earnings (a decrease of 206,444 thousand yen from the end of the previous fiscal year) as a result of dividend payments, and an increase in treasury shares (an increase of 415,699 thousand yen from the end of the previous fiscal year) due to purchase of treasury shares. (3) Explanation of Consolidated Financial Results Forecast and Other Forward-looking Information As for the financial results forecast, at the moment, there is no change from the “Notice Regarding the Revision of the Full-Year Financial Results Forecast” announced on November 13, 2025.
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4 2. Quarterly Consolidated Financial Statements and Principal Notes (1) Quarterly Consolidated Balance Sheets (Thousand yen) As of March 31, 2025 As of December 31, 2025 Assets Current assets Cash and deposits 4,997,759 3,603,617 Accounts receivable - trade 181,151 240,361 Inventories 14,910 19,903 Prepaid expenses 52,522 325,826 Income taxes refund receivable – 27,459 Consumption taxes refund receivable – 8,835 Deposits paid 430,995 – Other 16,505 61,709 Allowance for doubtful accounts (10,627) (12,177) Total current assets 5,683,214 4,275,536 Non-current assets Property, plant and equipment Buildings, net 47,387 70,696 Tools, furniture and fixtures, net 12,391 10,380 Land – 56,852 Total property, plant and equipment 59,778 137,929 Intangible assets Goodwill 54,715 5,168,429 Customer-related intangible assets 55,185 44,838 Software – 6,241 Total intangible assets 109,901 5,219,508 Investments and other assets Investment securities 14,952 15,656 Investments in capital 300 355 Leasehold and guarantee deposits 114,797 1,722,057 Deferred tax assets 139,366 147,141 Other 8,367 30,203 Total investments and other assets 277,783 1,915,414 Total non-current assets 447,462 7,272,852 Total assets 6,130,677 11,548,389
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5 (Thousand yen) As of March 31, 2025 As of December 31, 2025 Liabilities Current liabilities Accounts payable - trade 30,256 31,001 Current portion of long-term borrowings – 571,440 Accounts payable - other 61,966 184,574 Accrued expenses 47,640 81,627 Income taxes payable 146,687 115,672 Accrued consumption taxes 114,758 32,219 Contract liabilities 332,450 689,404 Deposits received 34,003 39,248 Other 4,811 102 Total current liabilities 772,575 1,745,291 Non-current liabilities Long-term borrowings – 3,285,700 Long-term guarantee deposits – 1,745,720 Asset retirement obligations 31,989 33,803 Total non-current liabilities 31,989 5,065,223 Total liabilities 804,564 6,810,515 Net assets Shareholders’ equity Share capital 882,301 882,301 Capital surplus 870,368 871,719 Retained earnings 3,730,220 3,523,775 Treasury shares (158,009) (573,709) Total shareholders’ equity 5,324,880 4,704,086 Accumulated other comprehensive income Valuation difference on available-for-sale securities 1,232 1,714 Total accumulated other comprehensive income 1,232 1,714 Share acquisition rights – 32,072 Total net assets 5,326,112 4,737,874 Total liabilities and net assets 6,130,677 11,548,389
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6 (2) Quarterly Consolidated Statements of Income and Comprehensive Income Quarterly Consolidated Statements of Income Nine Months Ended December 31 (Thousand yen) For the nine months ended December 31, 2024 For the nine months ended December 31, 2025 Net sales 2,922,501 3,618,788 Cost of sales 489,590 1,168,697 Gross profit 2,432,911 2,450,090 Selling, general and administrative expenses 1,592,325 1,972,704 Operating profit 840,585 477,386 Non-operating income Interest income 380 4,792 Dividend income 6 6 Settlement income 1,500 – Compensation for damage income – 3,840 Other 55 311 Total non-operating income 1,942 8,949 Non-operating expenses Interest expenses – 15,476 Share issuance costs 10,568 – Settlement payments 3,770 – Commission for purchase of treasury shares – 2,396 Loan expenses – 45,000 Total non-operating expenses 14,338 62,873 Ordinary profit 828,189 423,462 Extraordinary income Gain on reversal of share acquisition rights 86 – Total extraordinary income 86 – Profit before income taxes 828,275 423,462 Income taxes - current 253,422 170,685 Income taxes - deferred 19,200 27,295 Total income taxes 272,623 197,980 Profit 555,652 225,482 Profit attributable to owners of parent 555,652 225,482
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7 Quarterly Consolidated Statements of Comprehensive Income Nine Months Ended December 31 (Thousand yen) For the nine months ended December 31, 2024 For the nine months ended December 31, 2025 Profit 555,652 225,482 Other comprehensive income Valuation difference on available-for-sale securities 469 465 Total other comprehensive income 469 465 Comprehensive income 556,122 225,948 Comprehensive income attributable to Comprehensive income attributable to owners of parent 556,122 225,948 Comprehensive income attributable to non-controlling interests – –
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8 (3) Notes to Quarterly Consolidated Financial Statements (Notes on going concern assumption) Not applicable. (Notes when there are significant changes in amounts of equity) I For the nine months ended December 31, 2024 1. Amount of dividends paid Resolution Type of shares Total dividends (Thousand yen) Dividends per share (Yen) Record date Effective date Source of dividends June 25, 2024 Annual General Meeting of Shareholders Common shares 268,042 10 March 31, 2024 June 26, 2024 Retained earnings (Note) The dividends per share include a commemorative dividend of 5 yen in commemoration of the 20th anniversary of the Company. 2. Dividends whose record date falls in the nine months ended December 31, 2024, and whose effective date falls on the last day of the nine months ended December 31, 2024. Not applicable. 3. Significant changes in amounts of equity Not applicable. II. For the nine months ended December 31, 2025 1. Amount of dividends paid Resolution Type of shares Total dividends (Thousand yen) Dividends per share (Yen) Record date Effective date Source of dividends June 25, 2025 Annual General Meeting of Shareholders Common shares 431,927 15 March 31, 2025 June 26, 2025 Retained earnings 2. Dividends whose record date falls in the nine months ended December 31, 2025, and whose effective date falls on the last day of the nine months ended December 31, 2025. Not applicable. 3. Significant changes in amounts of equity (Acquisition and disposal of treasury shares) Based on a resolution at a meeting of the Board of Directors held on February 14, 2025, the Company acquired 782,600 treasury shares during the nine months ended December 31, 2025. In addition, based on a resolution at a meeting of the Board of Directors held on June 25, 2025, the Company disposed of 30,030 treasury shares as restricted stock compensation. As a result, the amount of treasury shares increased by 415,699 thousand yen during the nine months ended December 31, 2025 to 573,709 thousand yen at the end of the period. (Adoption of accounting treatment specific to the preparation of quarterly consolidated financial statements) For certain consolidated subsidiaries, income taxes are calculated by applying an estimated effective tax rate to profit before income taxes. The estimated effective tax rate is determined based on a reasonable estimate of the annual effective tax rate for the full fiscal year, including the third quarter, after applying deferred tax accounting to profit before income taxes for the year.
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9 (Segment information, etc.) [Segment information] I For the nine months ended December 31, 2024 1. Information on net sales and profit by reportable segment and disaggregation of revenue (Thousand yen) Reportable segment Adjustment (Note 1) Amount recorded in the quarterly consolidated statements of income (Note 2) Media Platform M&A Services Total Net sales Advertising and related services (Note 4) 2,020,701 – 2,020,701 – 2,020,701 Marketing services (Note 5) 44,667 – 44,667 – 44,667 Pay-for-performance services (Note 6) 177,712 236,707 414,420 (6) 414,414 Other (Note 7) 417,542 25,176 442,718 – 442,718 Revenue from contracts with customers 2,660,623 261,884 2,922,507 (6) 2,922,501 Net sales to external customers 2,660,623 261,878 2,922,501 – 2,922,501 Inter-segment sales or transfers – 6 6 (6) – Total 2,660,623 261,884 2,922,507 (6) 2,922,501 Segment profit 739,899 88,746 828,645 11,940 840,585 Other items Depreciation (Note 3) 28,193 313 28,507 – 28,507 Amortization of goodwill (Note 3) 29,939 1,377 31,317 – 31,317 Notes: 1. Adjustment for segment profit refers to the elimination of inter-segment transactions. 2. The total amount of segment profit is adjusted with operating profit in the quarterly consolidated statements of income. 3. Assets are not specifically allocated to reportable segments, but depreciation (including amortization of intangible assets other than goodwill) and amortization of goodwill are allocated. 4. Advertising and related services primarily generate revenue from posting of recruitment ads and store property information, and services that enhance the effects of ads posted. 5. Marketing services primarily generate revenue from Internet surveys on restaurants, and the distribution of e-mail newsletters to members of Inshokuten.com. 6. Pay-for-performance services mainly comprise revenue from matching services in Inshokuten.com, revenue from opening fees in the food truck sharing and matching business, and brokerage fees from M&A transactions conducted by subsidiaries. 7. Other mainly comprises revenue from e-mail newsletter delivery services to job seekers and monthly subscription services.
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10 II For the nine months ended December 31, 2025 1. Information on net sales and profit by reportable segment and disaggregation of revenue (Thousand yen) Reportable segment Adjustment (Note 1) Amount recorded in the quarterly consolidated statements of income (Note 2) Media Platform M&A Services Property Management Total Net sales Advertising and related services (Note 4) 1,917,972 － － 1,917,972 (300) 1,917,672 Marketing services (Note 5) 28,632 － － 28,632 － 28,632 Pay-for-performance services (Note 6) 214,790 127,447 65,951 408,189 (660) 407,529 Property management revenue (Note 7) － － 109,147 109,147 － 109,147 Other (Note 8) 382,141 29,086 － 411,228 － 411,228 Revenue from contracts with customers 2,543,536 156,533 175,098 2,875,169 (960) 2,874,209 Other revenue (Note 9) － － 744,579 744,579 － 744,579 Net sales to external customers 2,543,236 155,873 919,677 3,618,788 － 3,618,788 Inter-segment sales or transfers 300 660 － 960 (960) － Total 2,543,536 156,533 919,677 3,619,748 (960) 3,618,788 Segment profit 448,492 3,545 28,535 480,573 (3,187) 477,386 Other items Depreciation (Note 3) 17,419 556 989 18,964 － 18,964 Amortization of goodwill (Note 3) 9,168 1,377 131,391 141,937 － 141,937 Notes: 1. Adjustment for segment profit refers to the elimination of inter-segment transactions. 2. The total amount of segment profit is adjusted with operating profit in the quarterly consolidated statements of income. 3. Assets are not specifically allocated to reportable segments, but depreciation (including amortization of intangible assets other than goodwill) and amortization of goodwill are allocated. 4. Advertising and related services primarily generate revenue from posting of recruitment ads and store property information, and services that enhance the effects of ads posted. 5. Marketing services primarily generate revenue from Internet surveys on restaurants, and the distribution of e- mail newsletters to members of Inshokuten.com. 6. Pay-for-performance services mainly comprise revenue from matching services in Inshokuten.com, revenue from opening fees in the food truck sharing and matching business, and brokerage fees from M&A transactions conducted by subsidiaries. 7. Property management revenue primarily consists of income from property leasing management. 8. Other mainly comprises revenue from e-mail newsletter delivery services to job seekers and monthly subscription services. 9. Other revenue includes transactions that fall under the scope of the “Accounting Standard for Lease Transactions.” 2. Notes on changes in reporting segments During the six months ended September 30, 2025, the Company acquired Horizon 14 Co., Ltd. and ideal inc., which became consolidated subsidiaries, resulting in the addition of a new segment, the “Property Management business.” Following this change, the Group’s reporting segments were reclassified into three categories: the “Media Platform business,” the “M&A Services business,” and the “Property Management business.” 3. Information on impairment loss on non-current assets and goodwill by reportable segment (Significant change in amount of goodwill) During the six months ended September 30, 2025, the Company acquired all shares of Horizon 14 Co., Ltd. within the “Property Management business” segment and newly included the company in the scope of consolidation. Goodwill arising from this transaction was 5,255,651 thousand yen. The amount of goodwill has been tentatively calculated, as the allocation of the acquisition cost has not yet been completed.
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11 (Notes on Statements of Cash Flows) The quarterly consolidated statements of cash flows for the nine months ended December 31, 2025 have not been prepared. Depreciation (including amortization of intangible assets other than goodwill) and amortization of goodwill for the nine-month period ended December 31 are as follows. (Thousand yen) For the nine months ended December 31, 2024 For the nine months ended December 31, 2025 Depreciation 28,507 18,964 Amortization of goodwill 31,317 141,937 (Revenue recognition) Disaggregation of revenue from contracts with customers is as presented in “Notes (Segment information, etc.).”