Tenpos Completes Acquisition of Marche, Accelerating Efforts to Achieve 50 Billion Yen in Food Service Sales Through Collaboration with Marche, Operator of Izakayas "Hakkenden," "Suikoden," and "Ishin-den."

Tenpos Holdings Co., Ltd. (Headquarters: Ota-ku, Tokyo; President and CEO: Atsushi Morishita; hereinafter referred to as Tenpos) announces that Marche Co., Ltd. (Headquarters: Abeno-ku, Osaka; President and CEO: Hirotsugu Kato; hereinafter referred to as Marche) has become a consolidated subsidiary of Tenpos, following the completion of payment procedures for a third-party allocation of new shares on June 29, 2026.

Through this third-party allocation of new shares, Tenpos subscribed to 6,000,000 shares of Marche. Tenpos's ownership ratio of voting rights is now 50.59%, making it the largest shareholder, controlling shareholder, and parent company of Marche.

Furthermore, with Marche becoming a consolidated subsidiary, Tenpos has revised its consolidated financial forecasts for the second quarter (interim period) and the full fiscal year ending April 2027. The full fiscal year sales forecast for the fiscal year ending April 2027 has been revised upward by 3,610 million yen, from the previous forecast of 61,480 million yen to 65,090 million yen.

In addition to selling kitchen equipment and supplies, Tenpos offers comprehensive support functions for restaurant management, including store design, interior construction, property referrals, human resource referrals, management support, and leasing/credit services. Moving forward, by combining Marche's long-cultivated operational expertise in izakaya and casual dining formats with the management resources of the Tenpos Group, the company aims to accelerate Marche's renewed growth and the realization of the Tenpos Group's 50 billion yen food service sales structure.

Key Points of This Transaction

Payment procedures for Marche's third-party allocation of new shares completed on June 29, 2026.

Tenpos subscribed to 6,000,000 shares of Marche, increasing its ownership ratio of voting rights to 50.59%.

Marche becomes a consolidated subsidiary of Tenpos, and Tenpos becomes Marche's parent company.

Marche operates brands such as "Hakkenden," "Suikoden," "Ishin-den," and "Gyoza Shokudo Maruken."

Leveraging the Tenpos Group's property information, kitchen equipment procurement, interior design, franchise support, and human resource referral functions.

Plans include opening 15 new stores, primarily new formats, and converting 20 existing stores.

Establishing EC business as a "second sales engine" to expand non-store revenue.

Revised full fiscal year sales forecast for the fiscal year ending April 2027 to 65,090 million yen.

Aiming for early realization of a 50 billion yen food service group sales structure.

Background of Subsidiary Integration

As a "comprehensive producer" in the food service industry, Tenpos has been involved in a wide range of activities from restaurant openings to operations and growth support. The group has accumulated functions necessary for restaurant management, including kitchen equipment and supply sales, store design, interior construction, referrals for restaurant real estate, leasing and credit, human resource referrals, and management support.

In addition, the food service business, including the steak specialty restaurant "Asakuma," is one of the pillars driving the growth of the Tenpos Group. In recent years, the group has promoted internal collaboration in its food service business, such as developing new formats utilizing the know-how of group companies, revitalizing existing stores, and joint procurement operations.

Meanwhile, Marche is a company that has long operated local casual dining brands such as "Hakkenden," "Suikoden," "Ishin-den," and "Gyoza Shokudo Maruken." It possesses extensive experience and know-how in operating at accessible price points, community-based store management, and franchise development.

The two companies established a capital relationship through a third-party allocation of new shares in June 2025 and have since pursued collaborative initiatives. Key collaborations include opening ramen restaurants leveraging the brand and operational know-how of Sunrise Service Co., Ltd.'s ramen business "Echigo Tsukemen," renovating sushi and seafood izakayas utilizing the know-how of Yamato Sakana Co., Ltd., and joint procurement operations.

With Marche joining the Tenpos Group, these collaborations will be further strengthened. Tenpos will support Marche's store openings, format conversions, franchise business restructuring, and EC business establishment, providing full backing for the company's renewed growth.

Marche's Strengths

Marche has been operating community-based stores in the izakaya and casual dining sector for many years. In addition to its core brands "Hakkenden," "Suikoden," and "Ishin-den," it operates multiple brands including "Gyoza Shokudo Maruken," "Hakkensakaba," "Hachiemon," and "Yakisoba Center."

These brands are characterized by their ability to cater not only to special occasion dining but also to everyday needs such as after-work meals, family outings, and community gatherings. The Tenpos Group will leverage Marche's strengths in "everyday, casual, and community-based" operations while refining existing brands and developing new formats.

Key Future Initiatives

New Store Openings and Existing Store Format Conversions

Marche will proceed with new store openings and format conversions of existing stores by leveraging the Tenpos Group's property information network, store opening support functions, kitchen equipment procurement capabilities, and interior construction know-how.

The plan includes opening 15 new stores, primarily new formats, and converting 20 existing stores. By creating stores tailored to the needs of each region, the company aims to enhance brand value centered on "everyday, casual, and community-based" concepts.

The Tenpos Group will support Marche's accelerated store openings and improved investment efficiency by utilizing its expertise in property selection, kitchen equipment procurement, interior cost optimization, and operational design, cultivated through its support for restaurant openings and renovations.

Restructuring of Franchise Business

Marche's long-standing franchise business will be restructured by leveraging the Tenpos Group's human resource referral functions, independent support system, property information, and store opening support functions.

The company aims for renewed growth in its franchise business through supplying personnel to stores lacking successors, acquiring new franchisees, and strengthening support for existing franchisees.

In the food service industry, securing human resources, acquiring properties, managing costs, and improving the profitability of existing stores are critical management challenges. The Tenpos Group possesses cross-functional support capabilities to address these challenges, which will also be utilized to support Marche's franchisees.

Strengthening EC Business

Marche will focus on strengthening its EC business to build a revenue structure independent of its physical stores.

Initiatives will include developing private brand products, commercializing frozen and gift items, building an e-commerce site, and promoting sales, thereby creating a system where customers can engage with the Marche brand outside of its physical stores.

By offering familiar tastes and products from its stores in a format that can be enjoyed at home, the company aims to expand touchpoints with existing customers and increase awareness among new customer segments who do not visit its physical stores.

Enhancing Human Resource Recruitment and Development

Securing and developing personnel to manage store operations is crucial for proceeding with new store openings, format conversions, and franchise business restructuring.

The Tenpos Group will support Marche in acquiring store operation personnel, store manager candidates, and potential franchisees by utilizing its human resource referral functions and independent support system. Additionally, efforts will be made to strengthen the training and support system for improving the operational capabilities of existing stores.

Consideration of Small-Scale M&A

Marche will proactively consider M&A opportunities targeting food-related businesses that offer synergies with its existing operations.

By collaborating with the Tenpos Group's food service, retail, and information/service businesses, the company aims to capture growth opportunities that would be difficult to achieve independently and strengthen the overall food service business foundation of the group.

Creation of In-Group Synergies

The Tenpos Group operates multiple food service-related businesses, including the steak specialty restaurant "Asakuma," Yamato Sakana, which handles seafood and fishery products, and Sunrise Service, which operates delivery sushi, kamameshi, kaisendon, and tsukemen.

Moving forward, by combining Marche's izakaya and casual dining formats with the ingredient procurement, product development, format development, and store operation know-how of each group company, the company aims to develop new formats and improve the profitability of existing stores.

Specifically, the group will mutually utilize its accumulated operational know-how in areas such as seafood, sushi, ramen, delivery, and izakayas to flexibly develop stores according to regional characteristics and store size.

Revision of Financial Forecasts for the Fiscal Year Ending April 2027

With Marche becoming a consolidated subsidiary, the Tenpos Group has revised its consolidated financial forecasts for the second quarter (interim period) and the full fiscal year ending April 2027.

For the second quarter (interim period), sales are revised upward by 1,220 million yen, from the previous forecast of 29,660 million yen to 30,880 million yen. Operating income is revised upward from 1,840 million yen to 1,850 million yen, and ordinary income from 1,920 million yen to 1,930 million yen. On the other hand, net profit attributable to parent company shareholders is revised downward by 30 million yen, from 1,220 million yen to 1,190 million yen.

For the full fiscal year, sales are revised upward by 3,610 million yen, from the previous forecast of 61,480 million yen to 65,090 million yen. Operating income is revised upward from 4,180 million yen to 4,260 million yen, and ordinary income from 4,340 million yen to 4,410 million yen. On the other hand, net profit attributable to parent company shareholders is revised downward by 40 million yen, from 2,770 million yen to 2,730 million yen.

With this revision, sales are expected to increase for both the interim and full fiscal year, with full fiscal year sales projected at 65,090 million yen. The Tenpos Group will accelerate its efforts to achieve the 50 billion yen food service sales structure early, triggered by Marche becoming a consolidated subsidiary.

Consolidated Financial Forecasts for the Second Quarter (Interim Period) of Fiscal Year Ending April 2027

Period: May 1, 2026 - October 31, 2026 / Unit: Million Yen

Sales

Operating Income

Ordinary Income

Net Profit Attributable to Parent Company Shareholders

Net Profit Per Share (Interim)

Previous Forecast (A)

29,660

1,840

1,920

1,220

101.38

Current Forecast (B)

30,880

1,850

1,930

1,190

98.47

Change (B-A)

1,220

10

10

△30

-

Change Rate (%)

4.1%

0.5%

0.5%

△2.5%

-

Reference

Actual Results for Fiscal Year Ended April 2026

25,554

1,501

1,588

964

80.16

Full Fiscal Year Consolidated Financial Forecasts for Fiscal Year Ending April 2027

Period: May 1, 2026 - April 30, 2027 / Unit: Million Yen

Sales

Operating Income

Ordinary Income

Net Profit Attributable to Parent Company Shareholders

Net Profit Per Share (Full Year)

Previous Forecast (A)

61,480

4,180

4,340

2,770

229.79

Current Forecast (B)

65,090

4,260

4,410

2,730

226.78

Change (B-A)

3,610

80

70

△40

-

Change Rate (%)

5.9%

1.9%

1.6%

△1.4%

-

Reference

Actual Results for Fiscal Year Ended April 2026

53,408

2,890

3,107

1,894

155.22

* The financial forecasts presented above are based on information available as of the date of this announcement. Actual results may differ from these forecasts due to various future factors.

Vision of the Tenpos Group

The Tenpos Group positions the food service business itself as a pillar of growth, not just restaurant opening support.

With Marche joining the group, the Tenpos Group's food service business will have a structure encompassing a wider range of formats, including steak, seafood, delivery, izakaya, casual dining, and franchise businesses.

Going forward, the Tenpos Group will continue to advance with both restaurant opening/operation support and the growth of its own food service business, by linking its three business domains: retail, information/service, and food service.

By combining Marche's community-based brands, Tenpos's restaurant support functions, and the format and product development know-how of group companies, the company aims for the early realization of a 50 billion yen food service sales structure.

Company Overview

Tenpos Holdings Co., Ltd.

Location: 2-30-17 Higashi-Kamata, Ota-ku, Tokyo

Representative: Atsushi Morishita, President and CEO

Business Activities: Retail business, Information & Service business, Food Service business

Stock Code: 2751 (Tokyo Stock Exchange Standard)

URL: https://tenpos.co.jp/

Marche Co., Ltd.

Location: 2-20-14 Hannan-cho, Abeno-ku, Osaka

Representative: Hirotsugu Kato, President and CEO

Business Activities: Management and franchise business of "Hakkenden," "Gyoza Shokudo Maruken," "Suikoden," "Ishin-den," "Hakkensakaba," "Hachiemon," "Yakisoba Center," etc.

Stock Code: 7524 (Tokyo Stock Exchange Standard)

URL: https://www.marche.co.jp/

Yamato Sakana Co., Ltd.

Location: 1444-8 Kitakomachi, Kamogawa City, Chiba Prefecture

Representative: Atsushi Morishita, Representative Director

Business Activities: Wholesale, tourism, retail, and food service businesses

URL: https://yamato-sakana.co.jp/

Sunrise Service Co., Ltd.

Location: 5-28-1 Shimotsurune, Takatsu-ku, Kawasaki City, Kanagawa Prefecture

Representative: Matsumura Ikutoshi, President and CEO

Business Activities: Operation of restaurants including delivery sushi "Tsukiji Kaihin," delivery kamameshi "Kamafuku," delivery sushi "Osushi Biyori," kaisendon, tsukemen, funerals, and catering.

URL: https://www.sunrise-service.co.jp/