Interim report
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This document is a simplified English translation of the Japanese original (Kessan Tanshin) and is provided for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the Japanese original shall prevail. Consolidated Financial Results for the Three Months Ended August 31, 2026 (Under IFRS) October 14, 2026 Company name SEIWA HOLDINGS Co., Ltd. Stock exchange listings: Tokyo Growth, Nagoya Next Securities code 523A URL https://seiwaholdings.co.jp/ Representative (Title) Representative Director (Name) Yuta Nomiyama Inquiries (Title) Director, VP (Name) Michinari Ikawa Tel 052-265-8467 Dividend payable date (as planned) － Supplemental material of results：Yes Convening briefing of results ：Yes (Yen amounts are rounded down to millions, unless otherwise noted.) 1. Consolidated financial results for the three months ended August 31, 2026 (from June 1, 2026 to August 31, 2026) (1) Consolidated operating results (cumulative) (Percentages indicate year-on-year changes.) Revenue Operating profit Adjusted operating profit Adjusted EBITDA Profit before tax Profit Three months ended Millions of yen % Millions of yen % Millions of yen % Millions of yen % Millions of yen % Millions of yen % August 31, 2026 2,100 11.6 151 (62.9) 330 10.1 411 9.0 217 (42.0) 106 (62.0) August 31, 2025 1,881 － 409 － 300 － 377 － 375 － 279 － Adjusted profit Profit attributable to owners of parent Total comprehensive income Basic earnings per share Diluted earnings per share Three months ended Millions of yen % Millions of yen % Millions of yen % Yen Yen August 31, 2026 274 9.3 106 (62.0) 105 (61.9) 5.56 5.29 August 31, 2025 251 － 279 － 277 － 18.53 － Note: 1. Diluted earnings per share for the three months ended August 31, 2025 is not presented because, although share acquisition rights existed, their vesting was conditional on listing and they were therefore excluded from the calculation of dilutive effects. 2. The Company conducted a 100-for-1 share split of its ordinary shares on January 8, 2026. Basic and diluted earnings per share are calculated on the assumption that the share split was conducted at the beginning of the previous fiscal year. 3. "Adjusted operating profit" is operating profit adjusted for amortization of intangible assets arising from business combinations, M&A acquisition-related costs and one-time gains and losses. "Adjusted EBITDA" is adjusted operating profit plus depreciation. "Adjusted profit" is profit adjusted for amortization of intangible assets (after tax effect), M&A acquisition-related costs and one-time gains and losses. (2) Consolidated financial position Total assets Total equity Equity attributable to owners of parent Equity attributable to owners of parent to total assets ratio As of Millions of yen Millions of yen Millions of yen % August 31, 2026 16,841 6,372 6,372 37.8 May 31, 2026 14,719 6,266 6,266 42.6 2. Cash dividends Annual dividend First quarter Second quarter Third quarter Year end Annual Yen Yen Yen Yen Yen Fiscal year ended May 31, 2026 － 0.00 － 0.00 0.00 Fiscal year ending May 31, 2027 － Fiscal year ending May 31, 2027 (Forecast) 0.00 － 0.00 0.00 Note:Revisions to the forecast of cash dividends most recently announced：None
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3. Consolidated financial forecast for the fiscal year ending May 31, 2027 (from June 1, 2026 to May 31, 2027) (Percentages indicate year-on-year changes.) Revenue Adjusted operating profit Adjusted EBITDA Adjusted profit Millions of yen % Millions of yen % Millions of yen % Millions of yen % Fiscal year ending May 31, 2027 11,000 37.3 2,000 39.8 2,350 34.7 1,350 27.5 Note:1.Revisions to the earnings forecasts most recently announced：Yes 2. The consolidated financial forecast does not include the impact of M&A transactions that have not been finalized as of the date of this document. 3. "Adjusted operating profit" is operating profit adjusted for amortization of intangible assets arising from business combinations, M&A acquisition-related costs and one-time gains and losses. "Adjusted EBITDA" is adjusted operating profit plus depreciation. "Adjusted profit" is profit adjusted for amortization of intangible assets (after tax effect), M&A acquisition-related costs and one-time gains and losses. * Notes (1) Significant changes in the scope of consolidation during the period：Yes Newly included: 3 companies (Company name) Oba Toso Kogyosho Co., Ltd., Daiei Parker Co., Ltd., Hoan Doro Kikaku, Incorporated Excluded: － companies (Company name)－ (2) Changes in accounting policies and changes in accounting estimates (i) Changes in accounting policies required by IFRS：None (ii) Changes in accounting policies due to other reasons ：None (iii) Changes in accounting estimates ：None (3) Number of issued shares (ordinary shares) ① Number of issued and outstanding shares at the period end (including treasury stock) As of August 31, 2026 19,107,300 shares As of May 31, 2026 19,106,700 shares ② Number of treasury stock at the period end As of August 31, 2026 － shares As of May 31, 2026 － shares ③ Average number of shares (quarterly period- YTD) Three months ended August 31, 2026 19,106,909 shares Three months ended August 31, 2025 15,085,000 shares Note: The Company conducted a 100-for-1 share split of its ordinary shares on January 8, 2026. The number of issued shares at the period end and the average number of shares are calculated on the assumption that the share split was conducted at the beginning of the previous fiscal year. * Review of the Japanese-language originals of the attached consolidated quarterly financial statements by certified public accountants or an audit firm：None * Proper use of earnings forecasts, and other special matters (Caution regarding forward-looking statements) The forward-looking statements, including earnings forecasts, contained in this document are based on information currently available to the Company and on certain assumptions deemed reasonable, and are not intended as a commitment by the Company to achieve them. Actual results may differ materially due to various factors. (How to obtain supplementary material on financial results) Supplementary material on financial results is disclosed on TDnet on the same day.
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- 1 - Contents of Attachment 1. Overview of Operating Results, etc. ………………………………………………………………………………………… 2 (1) Overview of operating results for the period …………………………………………………………………………… 2 (2) Overview of financial position for the period …………………………………………………………………………… 2 (3) Explanation of consolidated earnings forecast and other forward-looking information ………………………………… 2 2. Condensed Quarterly Consolidated Financial Statements and Major Notes ………………………………………………… 3 (1) Condensed quarterly consolidated statement of financial position ……………………………………………………… 3 (2) Condensed quarterly consolidated statements of profit or loss and comprehensive income …………………………… 5 (3) Notes to condensed quarterly consolidated financial statements ………………………………………………………… 7 (Segment information) ………………………………………………………………………………………………… 7 (Notes on going concern assumption) ………………………………………………………………………………… 7 (Notes on significant changes in equity attributable to owners of parent) …………………………………………… …………………… 7 (Notes on condensed quarterly consolidated statement of cash flows) ……………………………………………… …………… 7 (Business combinations) ……………………………………………………………………………………………… 7 (Significant subsequent events) ………………………………………………………………………………………… 11
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- 2 - 1. Overview of Operating Results, etc. (1) Overview of operating results for the period During the three months ended August 31, 2026, the Japanese economy showed a moderate recovery: although affected by rising prices, personal consumption remained firm against a backdrop of improving employment and income conditions, and capital investment picked up on improved corporate earnings. However, price trends, fluctuations in financial markets and labor shortages are weighing on the economy in many areas. In addition, the outlook remains uncertain due to heightened geopolitical risks in the Middle East, the prolonged situation in Ukraine, developments in U.S. trade policy, fluctuations in financial and capital markets, and the impact of natural disasters. Under these conditions, the Group, guided by its mission of "taking over small and medium-sized enterprises that are too valuable to close, and building a manufacturing group that continues to be chosen," has continuously provided management support to group companies, developed new customers, improved quality, ensured thorough safety activities and promoted kaizen (continuous improvement), in an effort to enhance the corporate value of the Group as a whole. During the period, as part of its business succession activities, the Group acquired the plating business of Mitaka Kinzoku Kogyo Co., Ltd., with the Company's subsidiary Fuji Mekki Kogyosho Co., Ltd. as the acquirer, and began operating it as the Ama Plant of Fuji Mekki Kogyosho Co., Ltd. The Group also made consolidated subsidiaries of Oba Toso Kogyosho Co., Ltd., which is engaged in the coating and assembly of parts for home appliances such as air conditioners and for automobiles and motorcycles; Daiei Parker Co., Ltd., which provides chemical conversion coating for aluminum alloy products for defense- related applications; and Hoan Doro Kikaku, Incorporated, which holds the exclusive domestic sales rights for "Postflex" delineators. As a result, revenue was 2,100 million yen (up 11.6% year on year), operating profit was 151 million yen (down 62.9%), profit before tax was 217 million yen (down 42.0%), and profit attributable to owners of parent was 106 million yen (down 62.0%). The decrease in profit was mainly due to the recording of 226 million yen of acquisition-related costs for M&A transactions executed during the period, and a decrease in gain on bargain purchase from 168 million yen in the same period of the previous fiscal year to 90 million yen. Excluding these effects, adjusted operating profit was 330 million yen (up 10.1%), adjusted EBITDA was 411 million yen (up 9.0%), and adjusted profit was 274 million yen (up 9.3%). The Group operates in a single segment, the manufacturing business, and therefore segment information is omitted. (2) Overview of financial position for the period (i) Assets Current assets at the end of the first quarter were 7,253 million yen, a decrease of 954 million yen from the end of the previous fiscal year. Non-current assets were 9,588 million yen, an increase of 3,075 million yen. The decrease in current assets was mainly due to a decrease in cash and cash equivalents associated with M&A. The increase in non-current assets was mainly due to increases in property, plant and equipment, goodwill and intangible assets associated with M&A. (ii) Liabilities Current liabilities at the end of the first quarter were 5,143 million yen, an increase of 1,542 million yen. Non-current liabilities were 5,325 million yen, an increase of 473 million yen. The increase in current liabilities was mainly due to an increase in borrowings. The increase in non-current liabilities was mainly due to an increase in other non-current liabilities associated with M&A. (iii) Equity Equity at the end of the first quarter was 6,372 million yen, an increase of 105 million yen, mainly due to the recording of profit for the period. (3) Explanation of consolidated earnings forecast and other forward-looking information In light of recent business performance and other factors, the Company has revised the full-year financial forecast for the fiscal year ending May 31, 2027, announced on July 15, 2026. For details, please refer to the "Notice Regarding Revision of Full- Year Earnings Forecast" announced today (October 14, 2026).
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- 3 - 2. Condensed Quarterly Consolidated Financial Statements and Major Notes (1) Condensed quarterly consolidated statement of financial position (Millions of yen) As of May 31, 2026 As of August 31, 2026 Assets Current assets Cash and cash equivalents 6,170 3,774 Trade and other receivables 1,299 2,403 Inventories 504 714 Other financial assets 88 207 Other current assets 145 153 Total current assets 8,207 7,253 Non-current assets Property, plant and equipment 2,878 3,646 Right-of-use assets 606 713 Goodwill 1,464 2,778 Intangible assets 1,297 2,062 Other financial assets 189 289 Deferred tax assets 67 88 Other non-current assets 7 9 Total non-current assets 6,512 9,588 Total assets 14,719 16,841
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- 4 - (Millions of yen) As of May 31, 2026 As of August 31, 2026 Liabilities and equity Liabilities Current liabilities Trade and other payables 778 866 Income taxes payable 192 360 Bonds and borrowings 1,898 3,111 Lease liabilities 115 138 Other current liabilities 615 668 Total current liabilities 3,601 5,143 Non-current liabilities Bonds and borrowings 3,454 3,254 Lease liabilities 481 554 Retirement benefit liability 41 56 Provisions 112 219 Deferred tax liabilities 590 816 Other non-current liabilities 170 424 Total non-current liabilities 4,852 5,325 Total liabilities 8,453 10,469 Equity Share capital 82 82 Capital surplus 5,212 5,212 Retained earnings 933 1,039 Other components of equity 37 37 Total equity attributable to owners of parent 6,266 6,372 Total equity 6,266 6,372 Total liabilities and equity 14,719 16,841
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- 5 - (2) Condensed quarterly consolidated statement of profit or loss and condensed quarterly consolidated statement of comprehensive income (Condensed quarterly consolidated statement of profit or loss) (Millions of yen) Three months ended August 31, 2025 Three months ended August 31, 2026 Revenue 1,881 2,100 Cost of sales 1,218 1,354 Gross profit 663 745 Selling, general and administrative expenses 431 697 Other income 177 104 Other expenses 0 0 Operating profit 409 151 Finance income 2 86 Finance costs 36 20 Profit before tax 375 217 Income tax expense 96 111 Profit 279 106 Profit attributable to Owners of parent 279 106 Profit 279 106 Earnings per share Basic earnings per share 18.53 5.56 Diluted earnings per share － 5.29
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- 6 - (Condensed quarterly consolidated statement of comprehensive income) (Millions of yen) Three months ended August 31, 2025 Three months ended August 31, 2026 Profit 279 106 Other comprehensive income Items that will not be reclassified to profit or loss Financial assets measured at fair value through other comprehensive income (1) (0) Total of items that will not be reclassified to profit or loss (1) (0) Other comprehensive income, net of tax (1) (0) Comprehensive income 277 105 Comprehensive income attributable to Owners of parent 277 105 Comprehensive income 277 105
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- 7 - (3) Notes to condensed quarterly consolidated financial statements (Segment information) This information is omitted because the Group operates in a single segment, the manufacturing business. (Notes on going concern assumption) Not applicable. (Notes on significant changes in equity attributable to owners of parent) Not applicable. (Notes on condensed quarterly consolidated statement of cash flows) A condensed quarterly consolidated statement of cash flows for the three months ended August 31, 2026 has not been prepared. Depreciation and amortization for the three-month periods are as follows. (Millions of yen) Three months ended August 31, 2025 Three months ended August 31, 2026 Depreciation and amortization 106 111 (Business combinations) (Business acquisition: Mitaka Kinzoku Kogyo Co., Ltd.) 1. Overview of the business combination (1) Name of the counterparty and description of the business Name of the acquiree: Mitaka Kinzoku Kogyo Co., Ltd. Description of the business: Metal surface treatment (plating) business (2) Main reasons for the business acquisition The Company's consolidated subsidiaries Fuji Mekki Kogyosho Co., Ltd. and Toei Coating Co., Ltd. operate metal surface treatment (plating) businesses. The Company judged that the acquisition would generate synergies such as expanded sales channels, a strengthened production structure and reduced procurement costs, and aims to expand its share in metal surface treatment (plating) and enhance corporate value. (3) Date of business acquisition June 19, 2026 (4) Legal form of the business acquisition Business acquisition for cash consideration (5) Main basis for determining the acquirer The Company's consolidated subsidiary Fuji Mekki Kogyosho Co., Ltd. acquired the business for cash consideration. 2. Period of the acquiree's results included in the condensed quarterly consolidated statement of profit or loss June 20, 2026 to August 31, 2026 3. Acquisition cost of the acquiree and breakdown by type of consideration Consideration for the acquisition: Cash 37 million yen Acquisition cost 37 million yen 4. Description and amount of major acquisition-related costs Omitted because the impact on the condensed quarterly consolidated financial statements is immaterial. 5. Amount of goodwill recognized and reasons for recognition Omitted because the impact on the condensed quarterly consolidated financial statements is immaterial. 6. Assets acquired and liabilities assumed on the date of the business combination and their major components Non-current assets 96 million yen Total assets 96 million yen Non-current liabilities 67 million yen Total liabilities 67 million yen
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- 8 - (Note) These are provisional amounts because the allocation of the acquisition cost had not been completed as of the end of the first quarter. (Business combination through acquisition of shares of Oba Toso Kogyosho Co., Ltd.) 1. Overview of the business combination (1) Name of the acquiree and description of its business Name of the acquiree: Oba Toso Kogyosho Co., Ltd. Description of the business: Metal product coating and assembly (cationic electrodeposition coating, electrostatic coating, powder coating, heat-resistant coating, etc.) (2) Main reasons for the business combination The Company's consolidated subsidiaries Tama Kako Co., Ltd. and Kanaya Toso Co., Ltd. operate businesses using the same coating method (cationic electrodeposition coating). The Company judged that the acquisition would generate synergies such as expanded sales channels, a strengthened production structure and reduced procurement costs, and aims to expand its share in the coating business and enhance corporate value. The Company will also seek to improve quality, sales capabilities and profitability through collaboration with the Group's metal surface treatment (plating) business, thereby strengthening its competitiveness in the coating business. (3) Date of the business combination June 30, 2026 (4) Legal form of the business combination Acquisition of shares for cash consideration (5) Name of the company after the combination No change. (6) Percentage of voting rights acquired 100％ (7) Main basis for determining the acquirer The Company acquired 100.0% of the voting rights of the acquiree through the acquisition of shares for cash consideration. 2. Period of the acquiree's results included in the condensed quarterly consolidated statement of profit or loss July 1, 2026 to August 31, 2026 3. Acquisition cost of the acquiree and breakdown by type of consideration Consideration for the acquisition: Cash 1,759 million yen Acquisition cost 1,759 million yen 4. Description and amount of major acquisition-related costs Advisory fees, etc.: 92 million yen These acquisition-related costs are recorded in "Selling, general and administrative expenses" in the condensed quarterly consolidated statement of profit or loss. 5. Amount of gain on bargain purchase recognized and reasons for recognition (1) Amount of gain on bargain purchase recognized 90 million yen This is a provisional amount because the allocation of the acquisition cost had not been completed as of the end of the first quarter. (2) Reasons for recognition The fair value of the acquiree's net assets at the time of the business combination exceeded the acquisition cost, and the difference was recognized as a gain on bargain purchase.
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- 9 - 6. Assets acquired and liabilities assumed on the date of the business combination and their major components Current assets 768 million yen Non-current assets 1,425 million yen Total assets 2,194 million yen Current liabilities 87 million yen Non-current liabilities 255 million yen Total liabilities 343 million yen (Note) These are provisional amounts because the allocation of the acquisition cost had not been completed as of the end of the first quarter. (Business combination through acquisition of shares of Daiei Parker Co., Ltd.) 1. Overview of the business combination (1) Name of the acquiree and description of its business Name of the acquiree: Daiei Parker Co., Ltd. Description of the business: Surface treatment and surface finishing (2) Main reasons for the business combination The Company's consolidated subsidiaries Tama Kako Co., Ltd. and Kanaya Toso Co., Ltd. operate businesses using the same type of metal surface treatment. The Company judged that the acquisition would generate synergies such as improved quality and productivity through the sharing of production know-how and reduced procurement costs, and aims to expand its share in the coating business and enhance corporate value. (3) Date of the business combination August 5, 2026 (4) Legal form of the business combination Acquisition of shares for cash consideration (5) Name of the company after the combination No change. (6) Percentage of voting rights acquired 100％ (7) Main basis for determining the acquirer The Company acquired 100.0% of the voting rights of the acquiree through the acquisition of shares for cash consideration. 2. Period of the acquiree's results included in the condensed quarterly consolidated statement of profit or loss August 5, 2026 to August 31, 2026 3. Acquisition cost of the acquiree and breakdown by type of consideration Consideration for the acquisition: Cash 640 million yen Acquisition cost 640 million yen 4. Description and amount of major acquisition-related costs Advisory fees, etc.: 53 million yen These acquisition-related costs are recorded in "Selling, general and administrative expenses" in the condensed quarterly consolidated statement of profit or loss. 5. Amount of goodwill recognized and reasons for recognition (1) Amount of goodwill recognized 277 million yen This is a provisional amount because the allocation of the acquisition cost had not been completed as of the end of the first quarter. (2) Reasons for recognition Goodwill arose because the fair value of the acquiree's net assets at the time of the business combination was less than the acquisition cost.
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- 10 - 6. Assets acquired and liabilities assumed on the date of the business combination and their major components Current assets 209 million yen Non-current assets 299 million yen Total assets 509 million yen Current liabilities 84 million yen Non-current liabilities 61 million yen Total liabilities 146 million yen (Note) These are provisional amounts because the allocation of the acquisition cost had not been completed as of the end of the first quarter. (Business combination through acquisition of shares of Hoan Doro Kikaku, Incorporated) 1. Overview of the business combination (1) Name of the acquiree and description of its business Name of the acquiree: Hoan Doro Kikaku, Incorporated Description of the business: Manufacture, sale and lease of safety products; traffic safety facility works; public sign and signage installation works (2) Main reasons for the business combination In the niche market of delineators, the company has a strong competitive advantage backed by its exclusive domestic sales rights for Postflex, trademark and design rights, and in-house processing know-how. In addition, Seiwa Welding Co., Ltd., the Group's founding business, manufactures and sells road-related materials, which have a strong affinity with the company's products. The Company therefore judged that strong synergies can be generated, including higher sales per customer through joint proposals and bundled sales to the customers of both companies. (3) Date of the business combination August 31, 2026 (4) Legal form of the business combination Acquisition of shares for cash consideration (5) Name of the company after the combination No change. (6) Percentage of voting rights acquired 100％ (7) Main basis for determining the acquirer The Company acquired 100.0% of the voting rights of the acquiree through the acquisition of shares for cash consideration. 2. Period of the acquiree's results included in the condensed quarterly consolidated statement of profit or loss The acquiree's results are not included in the condensed quarterly consolidated statement of profit or loss for the three months ended August 31, 2026. 3. Acquisition cost of the acquiree and breakdown by type of consideration Consideration for the acquisition: Cash 2,260 million yen Acquisition cost 2,260 million yen 4. Description and amount of major acquisition-related costs Advisory fees, etc.: 87 million yen These acquisition-related costs are recorded in "Selling, general and administrative expenses" in the condensed quarterly consolidated statement of profit or loss. 5. Amount of goodwill recognized and reasons for recognition (1) Amount of goodwill recognized 1,036 million yen This is a provisional amount because the allocation of the acquisition cost had not been completed as of the end of the
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- 11 - first quarter. (2) Reasons for recognition Goodwill arose because the fair value of the acquiree's net assets at the time of the business combination was less than the acquisition cost. 6. Assets acquired and liabilities assumed on the date of the business combination and their major components Current assets 990 million yen Non-current assets 845 million yen Total assets 1,835 million yen Current liabilities 192 million yen Non-current liabilities 419 million yen Total liabilities 612 million yen (Note) These are provisional amounts because the allocation of the acquisition cost had not been completed as of the end of the first quarter. (Significant subsequent events) (Acquisition of shares to make Eishin Denki Co., Ltd. a subsidiary) (1) Overview of the business combination (i) Name of the acquiree and description of its business Name of the acquiree: Eishin Denki Co., Ltd. Description of the business: Processing and sale of electric wires and cables; wholesale of electronic components (ii) Acquisition date September 1, 2026 (iii) Percentage of voting equity interests acquired 100％ (iv) Main reasons for the business combination The Company's consolidated subsidiary Sanyo Denko Co., Ltd. operates the same type of cable processing business. The Company judged that the acquisition would generate synergies such as improved quality and productivity through the sharing of production know-how and reduced procurement costs, and aims to expand its share in this business and enhance corporate value. (v) Method of obtaining control of the acquiree Acquisition of shares for cash consideration (2) Fair value of consideration paid, assets acquired and liabilities assumed as of the acquisition date (Millions of yen) Amount Fair value of consideration paid (cash) 700 The fair values of assets acquired and liabilities assumed are currently being determined.