VIA HOLDINGS INC.

If food safety issues such as BSE or avian influenza, or hygiene issues such as food poisoning occur, sales may decline sharply. In addition, if raw material procurement becomes difficult due to changes in the supplier environment, or if raw material prices surge due to abnormal weather, this could adversely affect business performance and financial condition. For the Group, whose core business is foodservice, stable procurement of ingredients and safety management constitute a fundamental risk area underlying business continuity.

Funds for store openings such as store construction costs, security deposits, and guarantee deposits are procured mainly through borrowings from financial institutions, and as of March 31, 2026, the Group's dependence on interest-bearing debt (including lease liabilities) reached 40.3% of total assets. If interest rates rise in the future, financial costs will increase, adversely affecting business performance and financial condition. In addition, borrowings are subject to financial covenants, and there is a risk that acceleration clauses could be triggered if these covenants are breached.

In connection with the development of the restaurant business, the balance of security and guarantee deposits paid to store owners was ¥1,249 million as of March 31, 2026, accounting for 19.0% of total assets. If non-recovery occurs due to deterioration in the financial condition of store owners or other factors, this could have a material adverse effect on business performance and financial condition. Given the high proportion relative to total assets, the financial impact could be correspondingly significant.

The foodservice industry has low barriers to entry and a large number of new entrants, and remains in a severe competitive environment with continuing price competition against a backdrop of sluggish personal consumption. The Group seeks to secure gross profit by strengthening brand power and enriching product lineups across its various business formats, but if competing stores with similar concepts increase, this could adversely affect business performance and financial condition. If intensifying low-price competition and rising ingredient costs progress simultaneously, pressure on profitability would become pronounced.

In connection with business format conversions and closures of underperforming stores, losses on disposal of fixed assets, impairment losses, penalty fees, and restoration costs may occur in amounts greater than expected. If the competitive environment changes after new store openings or renovations, or if issues not identified in prior surveys arise, revenues may fall short of plans, necessitating disposal or impairment of store facilities. The skill of store opening and closing policy directly affects the stability of business performance, making this a significant risk.

During the spread of COVID-19, demand for dining out fell sharply due to outing restrictions and states of emergency, among other factors. If new infectious diseases emerge or spread in the future, this could result in decreased sales combined with increased costs from raw material shortages and rising procurement prices, adversely affecting business performance and financial condition. The foodservice industry has a structural vulnerability to infectious disease risk.

Since stores are operated nationwide, fluctuations in logistics costs and electricity costs have a certain impact on business performance. If prices of crude oil and other energy resources surge due to global inflationary pressures, or if electricity prices rise due to factors such as the suspension of nuclear power generation, increased costs could adversely affect business performance and financial condition.

The Group has a policy of considering M&A as a means of business expansion, and states that it conducts due diligence to examine risks when carrying out such transactions. However, if contingent or unrecognized liabilities are discovered after an acquisition, or if business development does not proceed as planned, impairment of goodwill may become necessary, adversely affecting business performance and financial condition.

Under a policy of continuously promoting new business development and store expansion, if the Group is unable to secure and develop sufficient human resources, this could result in delays in new business development, reduced customer attraction due to declining service quality, and difficulty in achieving planned store openings. The foodservice industry is labor-intensive and faces high difficulty in securing personnel, creating a risk in which chronic labor shortages directly affect business performance.

The Group's information systems depend on communication networks, and network outages caused by natural disasters or other events could disrupt service provision. If unauthorized external intrusion results in computer virus infection or the deletion or unauthorized acquisition of important data, this could adversely affect business performance and financial condition.