Taisei CorporationTSE: 1801

FY2024 Consolidated Financial Results

· Issued by Taisei Corporation

Disclaimer: This financial information, a digest of Taisei Corporation’s “Consolidated Financial Results for the Fiscal Year Ended March 31, 2025” (“Kessan Tanshin”) disclosed at the Tokyo Stock Exchange on May 13, 2025 was translated into English and presented solely for the convenience of non-Japanese speaking users. If there is any discrepancy between Japanese “Kessan Tanshin” and this document, Japanese “Kessan Tanshin” will prevail.

May 13, 2025

Consolidated Financial Results for the Fiscal Year Ended March 31, 2025 (FY2024)[Japanese GAAP]

Listed company name: Taisei Corporation

Stock exchange listings: Tokyo Stock Exchange, Prime Market Nagoya Stock Exchange, Premier Market

Stock code: 1801

Location of headquarters: Tokyo, Japan

Website: https://www.taisei.co.jp/

Representative: Yoshiro Aikawa, President and Chief Executive Officer

Contact: Yuichi Nakano, General Manager of Accounting Department

TEL: 81-3-3348-1111 (from overseas)

Scheduled date of annual general meeting of shareholders: June 24, 2025 Scheduled date for dividend payment June 25, 2025 Scheduled date to file annual securities report: June 17, 2025 Supplementary materials for financial summaries: Yes

Financial results briefing: Yes (for analysts and institutional investors)

  1. Consolidated financial results for the fiscal year ended March 31, 2025 (FY2024)

    (From April 1, 2024 to March 31, 2025)

    1. Operating results (cumulative total) (Millions of yen, rounded down) (Percentages indicate changes from the same period in the previous fiscal year.)

      Net sales Operating income Ordinary income Net income attributable

      %

      %

      %

      %

      FY2024 (Full year-end) 2,154,223

      22.1

      120,160

      353.8

      134,505

      245.7

      123,824

      207.5

      FY2023 (Full year-end) 1,765,023

      7.4

      26,480

      (51.6)

      38,910

      (38.4)

      40,272

      (14.5)

      to owners of parent

      As of March 31, 2025

      As of March 31, 2024

      (Note) Comprehensive income:

      FY2024 (Full year-end)

      46,695 million yen

      (68.1 %)

      FY2023 (Full year-end)

      146,396 million yen

      300.0 %

      Net income per Diluted net income share per share

      Return on equity

      Ratio of ordinary income to total

      assets

      Ratio of operating income

      to net sales

      yen yen

      FY2024 (Full year-end)

      As of March 31, 2025

      682.78

      -

      13.8

      5.4

      5.6

      FY2023 (Full year-end)

      As of March 31, 2024

      215.75

      -

      4.6

      1.7

      1.5

      (Reference) Equity in earnings in affiliates: FY2024 (Full year-end): 10,225 million

      FY2023 (Full year-end): 4,195 million

    2. Financial position (Millions of yen, rounded down)

      Total assets Net assets Equity ratio Net assets per share

      % yen

      As of March 31, 2025 2,428,837 900,699 35.7 5,041.43

As of March 31, 2024 2,583,641 961,000 36.0 5,039.98

(Reference) Shareholders’ equity: As of March 31, 2025 866,188 million yen

As of March 31, 2024 929,334 million yen

  1. Cash flows (Millions of yen, rounded down)

Cash flows from operating activities

Cash flows from investing activities

Cash flows from financing activities

Cash and cash equivalents at end of period

FY2024 (Full year-end) (13,841)

10,531

(133,769)

295,963

FY2023 (Full year-end) 40,611

(138,747)

109,392

430,754

As of March 31, 2025

As of March 31, 2024

  1. Dividends (Millions of yen, rounded down)

    First quarter-end

    Dividends per share

    Interim- Third

    end quarter-end

    (yen)

    Year-end

    Total (Full year)

    Total dividends (annual)

    Dividend Ratio of payout ratio dividends to

    (consolidated) equity (consolidated)

    yen

    yen

    yen

    yen

    yen

    % %

    FY2023

    -

    65.00

    -

    65.00

    130.00

    24,126

    60.3

    2.8

    FY2024

    -

    65.00

    -

    145.00

    210.00

    36,817

    30.8

    4.2

    FY2025

    (forecast)

    -

    75.00

    -

    75.00

    150.00

    30.8

  2. Consolidated results forecast for the fiscal year ending March 31, 2026 (FY2025)

(From April 1, 2025 to March 31, 2026)

(Millions of yen, rounded down) (Percentages indicate the rate of change from the same period of the previous fiscal year)

Net sales Operating income Ordinary income Net income attributable

to owners of parent

Net income per share

%

%

%

%

yen

Full fiscal year

1,960,000

(9.0)

101,000

(15.9)

105,000

(21.9)

80,000

(35.4)

487.61

*Notes

  1. Significant changes in the scope of consolidation during the period

    (Changes in specified subsidiaries accompanying changes in scope of consolidation): Yes Newly included: None

    Excluded: One company: TS Investment LLC No. 1

  2. Changes in accounting principles, changes in accounting estimates and restatements

    1. Changes in accounting principles due to revisions to accounting standards, etc.: Yes

    2. Changes due to accounting principles other than (i): None

    3. Changes in accounting estimates: None

    4. Restatements: None

      (Note) For details, please refer to page 19 of the Attachments, “4. Consolidated Financial Statements (5) Notes to consolidated financial statements (Changes in accounting policies).”

  3. Number of shares outstanding (common stock)

  1. Number of shares outstanding at the end of period (including treasury stock) As of March 31, 2025 183,166,472 shares

    As of March 31, 2024 184,795,472 shares

  2. Number of treasury stock at the end of period

    As of March 31, 2025 11,352,272 shares

    As of March 31, 2024 403,160 shares

  3. Average number of shares during the period (quarterly cumulative total) FY2025 (Full year-end) 181,353,961 shares

FY2024 (Full year-end) 186,667,182 shares

(Note) The number of treasury stock at the end of the period and number of treasury stock excluded for calculating average number of shares during the period include the Company’s shares held by the Board Benefit Trust (BBT).

(As of March 31, 2025: 98,400 shares, As of March 31, 2024: 99,400 shares)

Reference: Summary of Non-consolidated financial statements
  1. Non-consolidated financial results for the fiscal year ended March 31, 2025 (FY2024)

    (From April 1, 2024 to March 31, 2025)

    1. Operating results (Millions of yen, rounded down)

      %

      %

      %

      %

      FY2024 (Full year-end) 1,637,823

      17.5

      80,279

      -

      87,104

      531.9

      94,744

      318.4

      FY2023 (Full year-end) 1,393,667

      5.1

      5,522

      (86.7)

      13,784

      (72.3)

      22,643

      (38.7)

      (Percentages indicate changes from the same period in the previous fiscal year.) Net sales Operating income Ordinary income Net income

      As of March 31, 2025

      As of March 31, 2024

      Net income per share Diluted net income per share

      yen yen

      FY2024 (Full year-end) As of March 31, 2025

      522.40

      -

      FY2023 (Full year-end)

      As of March 31, 2024

      121.30 -

    2. Financial position

    (Millions of yen, rounded down) Total assets Net assets Equity ratio Net assets per share

    %

    %

    %

    yen

    As of March 31, 2025

    1,948,640

    593,481

    30.5

    3,453.60

    As of March 31, 2024

    2,057,710

    669,646

    32.5

    3,631.64

    (Reference) Shareholders’ equity:

    As of March 31, 2025

    As of March 31, 2024

    593,481 million yen

    669,646 million yen

  2. Non-consolidated results forecast for the fiscal year ending March 31, 2026 (FY2025)

(From April 1, 2025 to March 31, 2026) (Millions of yen, rounded down) (Percentages indicate the rate of change from the same period of the previous fiscal year)

Net sales Operating income Ordinary income Net income attributable

to owners of parent

Net income per share

%

%

%

%

yen

Full fiscal year

1,410,000 (13.9)

71,000

(11.6)

74,000

(15.0)

63,000

(33.5)

383.92

  • This financial statement is exempt from review by certified public accountants or an auditing firm.

  • Proper use of forecasts of financial results, and other special matters

    The Company adopted a resolution, at a meeting of its Board of Directors held on November 7, 2024, that authorized repurchases of shares of its common stock pursuant to Article 156 of the Companies Act, as applied pursuant to Article 165, Paragraph 3 of the same act. As a result, the “Net income per share” in the Consolidated and Non-consolidated results forecasts for the fiscal year ending March 31, 2026 takes into account the impact of the repurchases of shares.

    Forward-looking statements in this document, including the forecasts of financial results, etc., are based on information currently available to the Company and on certain assumptions that the Company deems reasonable and do not represent any promise by the Company. Actual results can be materially different from expectations due to a variety of factors.

    For matters related to the forecasts of financial results, please refer to “1. Overview of Operating Results, etc. (1) Overview of operating results for the fiscal year under review” on page 2 of the Attachments.

    The Company plans to hold a briefing for analysts and institutional investors on Tuesday, May 13, 2025. The financial results materials to be distributed at the briefing will be posted on the Company’s website immediately after the briefing.

    Overview of Consolidated Earnings Forecasts for the Fiscal Year Ending March 31, 2026

    (Unit: 100 million yen)

    Full fiscal year

    Previous fiscal year

    (From Apr. 1, 2023 to

    Mar. 31, 2024)

    Current fiscal year

    (From Apr. 1, 2024 to Mar. 31, 2025)

    Next fiscal year

    (From Apr. 1, 2025

    to Mar. 31, 2026)

    Result

    Forecast

    Result

    Over previous fiscal year

    Over forecast

    Forecast

    Over current fiscal year

    Amount of orders received

    19,624

    19,100

    24,375

    4,751

    5,275

    20,600

    (3,775)

    Civil engineering

    6,821

    5,500

    7,002

    180

    1,502

    5,800

    (1,202)

    Building construction

    11,365

    12,200

    15,731

    4,366

    3,531

    13,300

    (2,431)

    Real estate development

    1,311

    1,300

    1,507

    195

    207

    1,400

    (107)

    Other

    125

    100

    134

    9

    34

    100

    (34)

    Net sales

    17,650

    19,900

    21,542

    3,892

    1,642

    19,600

    (1,942)

    Civil engineering

    5,055

    5,500

    6,306

    1,251

    806

    6,100

    (206)

    Building construction

    11,172

    13,000

    13,725

    2,552

    725

    12,000

    (1,725)

    Real estate development

    1,297

    1,300

    1,375

    78

    75

    1,400

    24

    Other

    125

    100

    134

    9

    34

    100

    (34)

    %

    Gross profit

    7.2

    1,274

    10.4

    2,060

    10.7

    2,311

    3.5

    1,037

    0.3

    251

    11.6

    2,270

    0.9

    (41)

    %

    Civil engineering

    17.9

    902

    17.4

    955

    19.4

    1,220

    1.5

    317

    2.0

    265

    16.6

    1,010

    (2.8)

    (210)

    %

    Building construction

    0.3

    30

    6.6

    855

    5.4

    744

    5.1

    714

    (1.2)

    (110)

    8.2

    980

    2.8

    235

    %

    Real estate development

    24.1

    313

    17.3

    225

    22.8

    313

    (1.3)

    0

    5.5

    88

    18.6

    260

    (4.2)

    (53)

    %

    Other

    22.3

    27

    25.0

    25

    23.9

    32

    1.6

    4

    (1.1)

    7

    20.0

    20

    (3.9)

    (12)

    %

    SG&A expenses

    (5.7)

    (1,009)

    (6.0)

    (1,190)

    (5.2)

    (1,109)

    0.5

    (100)

    0.8

    80

    (6.4)

    (1,260)

    (1.2)

    (150)

    %

    Operating income

    1.5

    264

    4.4

    870

    5.6

    1,201

    4.1

    936

    1.2

    331

    5.2

    1,010

    (0.4)

    (191)

    Non-operating income

    146

    165

    188

    41

    23

    110

    (78)

    Non-operating expenses

    (22)

    (65)

    (45)

    (22)

    19

    (70)

    (24)

    (Net financial revenue)

    61

    40

    49

    (12)

    9

    14

    (35)

    %

    Ordinary income

    2.2

    389

    4.9

    970

    6.2

    1,345

    4.0

    955

    1.3

    375

    5.4

    1,050

    (0.8)

    (295)

    Extraordinary gains

    198

    260

    488

    290

    228

    180

    (308)

    Extraordinary losses

    (16)

    (10)

    (51)

    (34)

    (41)

    (10)

    41

    %

    Income before income taxes

    3.2

    570

    6.1

    1,220

    8.3

    1,782

    5.1

    1,211

    2.2

    562

    6.2

    1,220

    (2.1)

    (562)

    Income taxes

    (157)

    (370)

    (503)

    (345)

    (133)

    (390)

    113

    %

    Net income

    2.3

    413

    4.3

    850

    5.9

    1,279

    3.6

    866

    1.6

    429

    4.2

    830

    (1.7))

    (449)

    )Net income attributable to non-controlling interests

    (10)

    (20)

    (41)

    (30)

    (21)

    (30)

    11

    Net income attributable to %

    owners of parent

    2.3

    402

    4.2

    830

    5.7

    1,238

    3.4

    835

    1.5

    408

    4.1

    800

    (1.6)

    (438)

  • The forecast for the current fiscal year shows the figures in earnings forecasts released on February 7, 2025.

    Overview of Non-consolidated Earnings Forecasts for the Fiscal Year Ending March 31, 2026

    (Unit: 100 million yen)

    Full year

    Previous fiscal year From Apr. 1, 2023 to

    Mar. 31, 2024)

    Current fiscal year

    (From Apr. 1, 2024

    to Mar. 31, 2025)

    Next fiscal year

    (From Apr. 1, 2025

    to Mar. 31, 2026)

    Result

    Forecast

    Result

    Forecast

    Over previous fiscal year

    Over forecast

    Over current fiscal year

    Amount of orders received

    15,829

    14,100

    18,912

    3,082

    4,812

    15,200

    (3,712)

    Civil engineering

    5,188

    3,400

    4,651

    (536)

    1,251

    3,500

    (1,151)

    Domestic

    5,069

    3,200

    4,650

    (419)

    1,450

    3,100

    (1,550)

    Overseas

    118

    200

    1

    (117)

    (198)

    400

    398

    Building construction

    10,242

    10,400

    13,774

    3,532

    3,374

    11,400

    (2,374)

    Domestic

    9,640

    10,000

    13,662

    4,022

    3,662

    11,000

    (2,662)

    Overseas

    602

    400

    111

    (490)

    (288)

    400

    288

    Total

    15,430

    13,800

    18,425

    2,995

    4,625

    14,900

    (3,525)

    Real estate development

    311

    230

    382

    70

    152

    230

    (152)

    Other

    88

    70

    104

    16

    34

    70

    (34)

    Net sales

    13,936

    15,000

    16,378

    2,441

    1,378

    14,100

    (2,278)

    Civil engineering

    3,501

    3,500

    4,037

    535

    537

    3,800

    (237)

    Domestic

    3,292

    3,300

    3,822

    530

    522

    3,600

    (222)

    Overseas

    209

    200

    214

    5

    14

    200

    (14)

    Building construction

    10,046

    11,200

    11,969

    1,922

    769

    10,000

    (1,969)

    Domestic

    9,589

    10,800

    11,704

    2,115

    904

    9,500

    (2,204)

    Overseas

    457

    400

    264

    (192)

    (135)

    500

    235

    Total

    13,548

    14,700

    16,007

    2,458

    1,307

    13,800

    (2,207)

    Real estate development

    300

    230

    266

    (33)

    36

    230

    (36)

    Other

    88

    70

    104

    16

    34

    70

    (34)

    %

    Gross profit

    5.4

    759

    9.5

    1,420

    9.2

    1,514

    3.8

    754

    (0.3)

    94

    10.9

    1,540

    1.7

    25

    %

    Civil engineering

    19.8

    693

    19.4

    680

    20.7

    835

    0.9

    141

    1.3

    155

    18.2

    690

    (2.5)

    (145)

    %

    Building construction

    (1.0)

    (105)

    5.8

    650

    4.4

    521

    5.4

    626

    (1.4)

    (128)

    7.3

    730

    2.9

    208

    %

    Total

    4.3

    588

    9.0

    1,330

    8.5

    1,356

    4.2

    767

    (0.5)

    26

    10.3

    1,420

    1.8

    63

    %

    Real estate development

    50.4

    151

    32.6

    75

    49.8

    132

    (0.6)

    (18)

    17.2

    57

    47.8

    110

    (2.0)

    (22)

    %

    Other

    22.1

    19

    21.4

    15

    23.9

    25

    1.8

    5

    2.5

    10

    14.3

    10

    (9.6)

    (15)

    %

    SG&A expenses

    (5.0)

    (704)

    (5.2)

    (780)

    (4.3)

    (711)

    0.8

    (7)

    0.9

    68

    (5.9)

    (830)

    (1.6)

    (118)

    %

    Operating income

    0.4

    55

    4.3

    640

    4.9

    802

    4.5

    747

    0.6

    162

    5.0

    710

    0.1

    (92)

    Non-operating income

    98

    75

    92

    (5)

    17

    80

    (12)

    Non-operating expenses

    (15)

    (45)

    (24)

    (9)

    20

    (50)

    (25)

    (Net financial revenue)

    62

    52

    71

    8

    19

    50

    (21)

    %

    Ordinary income

    1.0

    137

    4.5

    670

    5.3

    871

    4.3

    733

    0.8

    201

    5.2

    740

    (0.1)

    (131)

    Extraordinary gains

    178

    260

    444

    265

    184

    180

    (264)

    Extraordinary losses

    (8)

    (10)

    (6)

    2

    3

    (10)

    (3)

    %

    Income before income taxes

    2.2

    307

    6.1

    920

    8.0

    1,308

    5.8

    1,000

    1.9

    388

    6.5

    910

    (1.5)

    (398)

    Income taxes

    (81)

    (280)

    (361)

    (279)

    (81)

    (280)

    81

    %

    Net income

    1.6

    226

    4.3

    640

    5.8

    947

    4.2

    721

    1.5

    307

    4.5

    630

    (1.3)

    (317)

  • The forecast for the current fiscal year shows the figures in earnings forecasts released on February 7, 2025.

Attachments- Contents
  1. Overview of Operating Results, etc.

    1. Overview of operating results for the fiscal year under 2

    2. Overview of financial position for the fiscal year under review 3

    3. Overview of cash flows for the fiscal year under review 3

    4. Basic policy on profit distribution and dividends for the fiscal year under review and the next fiscal year 3

    5. Policy related to cross-shareholdings 5

  2. Management Policy

    1. Basic management policy of the Company 6

    2. Mid- to long-term management strategies and major challenges 6

    3. Target management indicators 6

    4. Other matters related to management policies 6

  3. Basic Policies for Selecting Accounting Standards 6

  4. Consolidated Financial Statements

    1. Consolidated balance sheet 7

    2. Consolidated statement of income and consolidated statement of comprehensive income 10

    3. Consolidated statement of changes in net assets 13

    4. Consolidated statement of cash flows 17

    5. Notes to consolidated financial statements 19

  5. Non-consolidated Financial Statements

    1. Non-consolidated balance sheets 27

    2. Non-consolidated statements of income and non-consolidated statement of comprehensive income 30

    3. Non-consolidated statement of changes in net assets 31

  6. Other

    1. (Consolidated) Amount of orders received, net sales, and balance carried forward 34

    2. (Non-consolidated) Amount of orders received, net sales, and balance carried forward 35

  1. Overview of Operating Results, etc.
    1. Overview of operating results for the fiscal year under review
      1. Operating results for the fiscal year under review (Overview of the fiscal year under review)

        The Japanese economy has continued a moderate recovery trend, supported by a rebound in personal consumption and capital investment, as well as strong inbound demand.

        In the construction market, overall construction investment has been steady due to a recovery in private investment accompanying strong corporate capital investment appetite, and solid public investment driven by the government’s disaster prevention and mitigation measures and national resilience measures. However, the labor supply-demand situation remains tight, and the management environment continues to be challenging.

        Under these circumstances, the operating results of the Group were as follows:

        Orders received and net sales

        Orders received increased 24.2% year on year to ¥2,437.5 billion due to growth across all segments. Net sales increased 22.1% year on year to ¥2,154.2 billion due to growth across all segments.

        Operating income, ordinary income, and net income attributable to owners of parent

        Operating income increased 353.8% year on year to ¥120.1 billion due to gross profit increasing 81.4% year on year to ¥231.1 billion reflecting, among other things, larger revenue and a turnaround in profit margins in the civil engineering and building construction businesses, although selling, general and administrative expenses increased 10.0% year on year to ¥110.9 billion.

        Ordinary income increased 245.7% year on year to ¥134.5 billion due to a turnaround in non-operating income (expenses) due in part to an increase in investment gain on equity method. Net income attributable to owners of parent increased 207.5% year on year to ¥123.8 billion due to a turnaround in extraordinary gains (losses) mainly because of an increase in gain on sales of investment securities. Return on equity (ROE) increased 9.2% year on year to 13.8%.

        (Operating results by reportable segment including internal transactions between segments)

        Civil engineering

        Net sales increased 22.9% year on year to ¥663.9 billion due to increases in sales by the Company and its consolidated subsidiaries. Operating income increased 42.5% year on year to ¥87.5 billion due not only to larger revenue but to an increase in gross profit from construction business reflecting the turnaround in profit margins for the Company and its consolidated subsidiaries.

        Building construction

        Net sales increased 22.7% year on year to ¥1,399.9 billion yen due to increases in sales by the Company and its consolidated subsidiaries. Operating income was ¥11.3 billion (versus an operating loss of ¥56.1 billion in the previous fiscal year) due not only to larger revenue but to an increase in gross profit from construction business reflecting the turnaround in profit margins for the Company and its consolidated subsidiaries.

        Real estate development

        In the real estate industry, recent vacancy rates in the building leasing market are declining and rents are on the rise due to the trend of workers returning to the office. The real estate sales market remained strong as investor appetite remained strong.

        Net sales of the Group in the real estate development segment increased 6.2% year on year to ¥146.7 billion due to increases in sales by its consolidated subsidiaries. Operating income remained roughly the same year on year at ¥23.4 billion due to an increase in selling, general and administrative expenses despite an increase in gross profit from development projects, reflecting larger revenue.

        Others

        Net sales increased 7.3% year on year to ¥17.5 billion, and operating income increased 25.6% to ¥2.3 billion.

      2. Outlook for the next fiscal year

        In FY2025, the Japanese economy is expected to maintain its gradual recovery trend as the employment and income environment improves. On the other hand, the slowdown in overseas economies due to factors such as the uncertain future of U.S. policy trends and the situation in the Middle East remains a downward risk to the economy.

        In the construction market, private investment is expected to recover, reflecting strong investment appetite of companies, and public investment is expected to remain strong. However, there are concerns that manufacturing companies may curb domestic capital investment depending on U.S. policy trends, so we will be paying even closer attention to capital investment trends among our client companies.

        With these circumstances taken into consideration, the consolidated results forecasts for the next fiscal year (April 1, 2025 to March 31, 2026) are net sales of ¥1,960.0 billion, operating income of ¥101.0 billion, ordinary income of ¥105.0 billion, and net profit attributable to owners of parent of ¥80 billion. Orders received are expected to reach ¥2,060.0 billion.

    2. Overview of financial position for the fiscal year under review

      Analysis of net assets, liabilities, and net assets Assets

      Total assets decreased by 6.0% or ¥154.8 billion year on year to ¥2,428.8 billion due in part to a decrease in cash and deposits.

      Liabilities

      Total liabilities decreased by 5.8% or ¥94.5 billion year on year to ¥1,528.1 billion due in part to an increase in interest-bearing debt for fund-raising purposes.

      Net assets

      Net assets decreased by 6.3% or ¥60.3 billion year on year to ¥900.6 billion due to factors such as repurchases of treasury stock, a decline in the stock market, and a decrease in unrealized gains on available-for-sale securities due to the sale of investment securities.

    3. Overview of cash flows for the fiscal year under review

      Analysis of cash flows

      Cash flows from operating activities

      Net cash used in operating activities totaled ¥13.8 billion (versus ¥40.6 billion provided in the previous fiscal year) due in part to an increase in trade receivables, despite income before income taxes of ¥178.2 billion.

      Cash flows from investing activities

      Net cash provided by investing activities totaled ¥10.5 billion (versus ¥138.7 billion used in the previous fiscal year) due in part to the sales of investment securities.

      Cash flows from financing activities

      Net cash used in financing activities totaled ¥1,337 billion (versus ¥109.3 billion provided in the previous fiscal year) due in part to acquisition of treasury stock.

      Accordingly, cash and cash equivalents at the end of the fiscal year under review amounted to ¥295.9 billion, down ¥134.7 billion year on year. The balance of interest-bearing debt for fund-raising purposes amounted to ¥315.5 billion, down ¥60.7 billion year on year. Of the interest-bearing debt for fund-raising purposes, non-recourse debt was ¥12.5 billion.

    4. Basic policy on profit distribution and dividends for the fiscal year under review and the next fiscal year

      The Company’s basic policy is to maintain a dividend payout ratio of approximately 30% based on the premise of long-term stable dividends, while maintaining financial discipline and prioritizing growth investments, and to provide shareholder returns through flexible share repurchases and other measures based on financial policy.

      Based on this policy, we have decided to pay a year-end dividend of ¥145 per share for the fiscal year under review, taking into consideration the financial results for the fiscal year under review and the future business environment, among other factors.

      Accordingly, the annual dividend for the fiscal year, including the interim dividend, will be ¥210 per share (dividend payout ratio of 30.8%).

      In addition, as a strong expression of our intention to achieve the financial results targets of the Medium-Term Management Plan (2024–2026) and to comply with the dividend policy, we will set payout an annual dividend of ¥150 per share as a minimum dividend amount, which is equivalent to a 30% dividend payout ratio based on consolidated net income in the initially forecasted for FY 2025 and the announced target for FY 2026 under the Medium-Term Management Plan, and if the results exceed the forecast, we will revise the dividend forecast upward in accordance with the dividend payout ratio of 30%, introducing a “dividend payout ratio of 30% with a lower limit” from the next fiscal year.

      Based on this policy, we plan to pay an annual dividend of ¥150 per share for the next fiscal year (including an interim dividend of

      ¥75; a dividend payout ratio of 30.8%).

      Going forward, we will continue to improve our financial results and dividend levels in order to meet the expectations of our shareholders.

      At the Board of Directors Meeting held on November 7, 2024, the Company resolved to acquire up to 30,000,000 shares of treasury stock (¥150,000 million) for the purpose of enhancing shareholder returns and improving capital efficiency, and acquired 10,917,700 common shares (progress rate of 36.4%) and ¥72,058 million (progress rate of 48.0%) between November 8, 2024 and March 31, 2025.

    5. Policy related to cross-shareholdings

    We aim to reduce the said amounts to those equivalent to less than 20%

    of our consolidated net assets by the end of FY 2026

    Q1 Balance as of the end of FY 2024 arid (Reference) Progress against the reduction target the numbeT of issues Progress rate against the initial reduction target

    Balanceas of the end of FY 2014

    Amount Number

    (Billions of yen) of issues

    A. Listed stocks

    220 73

    B. Deemed holdings of shares

    31.8

    Total (A+B)

    251.9 76

    C. Unlisted stocks

    13.1 131

    Grand total (A^B*C)

    265.0 207

    (Market values as of the end of FY 2022)

    ( “Wold” + “Not sold but agreed to be sold”)/Reduction target [progress rate]

Sold amount

(Billions of Yen)

Number of issues

40% 60'Z

Prog'ress rate

Sold Not sold but agreed to be sold Under discussion

100%

Note: The above amounts have been calculated on the basis of market values as of the end of FY *024,

Note: We don't include unlisted stocks in the reduction target

Amount

(Billions of yen

consolidated net

assets ratio

Balance as of the end of FY 2023

448. 9

46, 7%

Sold

fi9l.0

Stock price fluctuation

fi94.1

Acquisition

I.1

o. Balance as of the end of FY 2024

265.0

29.4%

b. Not sold but agreed to be sold

71.3

(Reference) e—b

193.7

21.5%

Factors of increase/decrease of the holding amount during FY 2024

(Billions of yen)

448.9

SOld

Acquisition

1. I 2f›5.11

"

400

2fl0

Note: The above amount not sold but agreed to be sold has been calculated on the basis of market values as of the end of FY 2024

Future measures

End of F-Y 2023

E«dofFY2U24

Moving forward, we will consider and implement an additional sale, etc. in order to steadily achieve the reduction target that “we aim to reduce our cross-shareholdings to less than 20 % of consolidated net assets by the end of FY 2026”, even in the event of the soaring stock price, fluctuation of our consolidated net assets, etc.

  1. Management Policy
    1. Basic management policy of the Company

      Under the Taisei Group Philosophy “To create a vibrant environment for all members of society,” all officers and employees share the “Taisei Spirit,” which is based on three values: active and transparent culture, value creation, and evolution of tradition. The Group creates safe, secure, and attractive spaces and high value in harmony with nature, and strives to build a global society filled with dreams and hopes for the next generation.

    2. Medium- to long-term management strategies and issues to be addressed

      With a view to realizing its medium- to long-term vision, the Group formulated, in May 2024, the TAISEI VISION 2030 Achievement Plan, which organizes the policies and measures to be taken in a seven-year period, as well as the Medium-Term Management Plan (2024-2026), which has set numerical targets as milestones in a three-year period.

      Based on these, we will develop medium- to long-term business strategies for our business segments as well as business foundations that support these strategies, and will also steadily implement the investments necessary to capture future growth and business profit opportunities.

      The TAISEI VISION 2030 Achievement Plan and Medium-Term Management Plan (2024-2026) are posted on our website. (URL) https://www.taisei.co.jp/english/ir/policy/plan/

    3. Target management indicators

      Numerical management targets (consolidated) for the final year (FY2026) of the Medium-Term Management Plan (2024-2026)

      (Billions of yen)

      Medium-Term Management Plan (2024-2026)

      FY2024

      FY2025

      FY2026

      Results

      Forecasts

      Targets

      Group net sales

      2,154.2

      1,960.0

      (Ref.) 1,950.0

      Group operating income

      120.1

      101.0

      120.0

      Group net income

      123.8

      80.0

      80.0

      ROE

      13.8%

      9.5%

      Approx. 8.5%

      Dividend payout ratio

      30.8%

      30.8%

      (Min.) 30%

    4. Other matters related to management policy

    In December 2020, the Company received a cease and desist order from the Japan Fair Trade Commission for violating the Antimonopoly Act in relation to the construction of new terminal stations (Shinagawa Station and Nagoya Station) using an underground excavation method for the Linear Chuo Shinkansen. In March 2021, the Company filed a lawsuit to revoke the cease and desist order, taking objection to the order. However, in June 2024, the Tokyo District Court handed down a ruling dismissing our claim. In response, the Company filed an appeal with the Tokyo High Court in July 2024.

  2. Basic Policies for Selecting Accounting Standards

    The Japanese accounting standards, which has undergone convergence with the international accounting standards, is of proven quality, compares favorably internationally and is evaluated by the relevant authorities in Europe as being equivalent to the IFRS. The Group therefore adopts Japanese GAAP as its accounting standards.

    Going forward, the Group will take into consideration domestic and international trends in deciding whether to adopt the IFRS as appropriate.

  3. Consolidated Financial Statements
  1. Consolidated balance sheet

    Assets

    (Millions of yen) As of March 31, 2024 As of March 31, 2025

    Current assets

    Cash and time deposits

    434,711

    240,689

    Notes and accounts receivable trade

    864,694

    939,160

    Securities

    -

    60,000

    Cost on uncompleted contracts

    79,903

    69,013

    Real estate for sale and development projects in progress

    166,293

    188,677

    Other inventories

    6,841

    6,992

    Other current assets

    79,106

    95,518

    Allowance for doubtful accounts

    (375)

    (353)

    Total current assets

    1,631,175

    1,599,698

    Fixed assets

    Tangible fixed assets

    Buildings and structures

    173,894

    179,616

    Machinery, vehicles and equipment

    84,429

    88,070

    Land

    219,316

    131,342

    Construction in progress

    15,426

    14,352

    Accumulated depreciation

    (160,351)

    (166,635)

    Total tangible fixed assets

    332,715

    246,745

    Intangible fixed assets

    27,151

    27,538

    Investments and other assets

    Investment securities

    478,191

    428,326

    Net defined benefit asset

    80,316

    58,171

    Deferred income tax assets

    4,504

    38,508

    Other fixed assets

    31,751

    32,004

    Allowance for doubtful accounts

    (2,164)

    (2,155)

    Total investments and other assets

    592,599

    554,854

    Total fixed assets

    952,466

    829,139

    Total assets

    2,583,641

    2,428,837

    Liabilities

    (Millions of yen) As of March 31, 2024 As of March 31, 2025

    contracts

    Current liabilities

    Notes and accounts payable trade

    597,704

    553,376

    Short-term borrowings

    110,530

    115,212

    Short-term non-recourse loans payable

    261

    208

    Current portion of bonds payable

    -

    10,000

    Lease obligations

    731

    875

    Income taxes payable

    37,059

    37,904

    Advances received and progress billings on uncompleted

    215,432

    211,132

    Deposit received

    196,991

    193,483

    Provision for warranties on completed contracts

    3,467

    4,129

    Provision for losses on construction contracts

    96,661

    102,678

    Allowance for losses on orders received

    71

    31

    Other current liabilities

    43,802

    63,892

    Total current liabilities

    1,302,713

    1,292,924

    Long-term liabilities

    Straight bonds

    50,000

    50,000

    Non-recourse bonds

    -

    100

    Long-term borrowings

    142,787

    127,799

    Long-term non-recourse loans payable

    72,686

    12,201

    Lease obligations

    1,533

    1,564

    Deferred income tax liabilities

    11,953

    -

    Deferred income tax liabilities for revaluation of land

    4,480

    4,596

    Retirement benefits for directors and corporate auditors

    840

    933

    Provision for share-based remuneration for directors

    271

    348

    Provision for loss on business of subsidiaries and associates

    -

    3,033

    Net defined benefit liability

    18,417

    17,418

    Other long-term liabilities

    16,957

    17,216

    Total long-term liabilities

    319,927

    235,213

    Total liabilities

    1,622,641

    1,528,137

    Net assets

    Shareholders’ equity

    Common stock

    122,742

    122,742

    Capital surplus

    30,382

    30,461

    Retained earnings

    558,721

    649,200

    Treasury stock

    (898)

    (73,168)

    Total shareholders’ equity

    710,947

    729,234

    Accumulated other comprehensive income

    Unrealized gains on available-for-sale securities, net of taxes

    154,295

    87,254

    Unrealized losses on hedging derivatives, net of taxes

    (1)

    4

    Revaluation reserve for land

    1,176

    1,062

    Foreign currency translation adjustments

    2,530

    8,040

    Remeasurements of defined benefit plans

    60,385

    40,592

    Total accumulated other comprehensive income

    218,387

    136,953

    Non-controlling interests

    31,666

    34,511

    Total net assets

    961,000

    900,699

    Total liabilities and net assets

    2,583,641

    2,428,837

  2. Consolidated statement of income and consolidated statement of comprehensive income Consolidated statement of income

    (Millions of yen)

    Net sales

    From April 1, 2023

    to March 31, 2024

    From April 1, 2024

    to March 31, 2025

    Construction business 1,602,000 1,975,150

    Development projects 163,023 179,073

    Total net sales 1,765,023 2,154,223

    Cost of sales

    Construction business 1,509,665 1,781,706

    Development projects 127,957 141,377

    Total cost of sales 1,637,622 1,923,083

    Gross profit

    Construction business 92,334 193,443

    Development projects 35,066 37,696

    Total gross profit 127,400 231,139

    Selling, general and administrative expenses

    Selling expenses 40,756 39,058

    General and administrative expenses 60,163 71,920

    Total selling, general and administrative expenses 100,920 110,978 Operating income 26,480 120,160

    Non-operating income

    Interest income 1,315 1,401

    Dividend income 5,958 6,095

    Foreign exchange gains 2,581 209

    Investment gain on equity method 4,195 10,225

    Other non-operating income 646 961

    Total non-operating income 14,697 18,894 Non-operating expenses

    Interest expenses 1,080 2,572

    Financing expenses 149 850

    Taxes and dues 542 707

    Other non-operating expenses 494 418

    Total non-operating expenses 2,266 4,549

    Ordinary income 38,910 134,505

    (Millions of yen)

    From April 1, 2023

    to March 31, 2024

    From April 1, 2024

    to March 31, 2025

    Extraordinary gains

    Gain on sales of investment securities

    17,908

    46,197

    Other extraordinary gains

    1,970

    2,697

    Total extraordinary gains

    19,879

    48,894

    Extraordinary losses

    Impairment losses on fixed assets

    586

    1,302

    Loss on retirement of fixed assets

    726

    210

    Loss on investments in related companies

    -

    3,033

    Compensation for damage

    204

    -

    Other extraordinary losses

    178

    603

    Total extraordinary losses

    1,695

    5,149

    Income before income taxes

    57,093

    178,250

    Income taxes - current

    48,482

    60,564

    Income taxes - deferred

    (32,722)

    (10,258)

    Total income taxes

    15,760

    50,306

    Net income

    41,333

    127,944

    Net income attributable to non-controlling interests

    1,060

    4,119

    Net income attributable to owners of parent

    40,272

    123,824

    Consolidated statement of comprehensive income

    From April 1, 2023

    to March 31, 2024

    (Millions of yen)

    From April 1, 2024

    to March 31, 2025

    Net income 41,333 127,944

    Other comprehensive income

    Unrealized gains on available-for-sale securities, net of taxes 57,481 (66,816) Unrealized gains on hedges derivatives, net of taxes 4 -

    Revaluation reserve for land - (131)

    Foreign currency translation adjustments 2,267 3,812

    Remeasurements of defined benefit plans 45,087 (19,724)

    using equity method

    1,610

    Total other comprehensive income

    105,063

    (81,249)

    Comprehensive income

    146,396

    46,695

    Comprehensive income attributable to

    Owners of parent

    144,523

    42,362

    Non-controlling interests

    1,873

    4,332

    Share of other comprehensive income of entities accounted for

    221

  3. Consolidated statement of changes in net assetsConsolidated fiscal year ended March 31, 2024

    (Millions of Yen)

    Shareholders’ equity

    Common stock

    Capital surplus

    Retained earnings

    Treasury stock

    Total shareholders’

    equity

    Balance as of April 1, 2023

    122,742

    30,382

    562,774

    (906)

    714,992

    Changes during the period

    Dividends

    (24,384)

    (24,384)

    Net income attributable to

    owners of parent

    40,272

    40,272

    Acquisition of treasury stock

    (20,010)

    (20,010)

    Disposal of treasury stock

    0

    18

    18

    Cancellation of treasury stock

    (19,999)

    19,999

    -

    Transfer from retained

    earnings to capital surplus

    19,999

    (19,999)

    -

    Reversal of revaluation

    reserve for land

    58

    58

    Change in scope of consolidation

    -

    Change in ownership interest of parent due to transactions

    with non-controlling interests

    (0)

    (0)

    Change in scope of equity method

    -

    Changes other than shareholders’ equity, net

    (Note)

    Total changes during the period

    -

    (0)

    (4,052)

    7

    (4,045)

    Balance as of March 31, 2024

    122,742

    30,382

    558,721

    (898)

    710,947

    Accumulated other comprehensive income

    Non-controlling interests

    Total net assets

    Unrealized gains on available-for-sale securities,

    net of taxes

    Unrealized gains (losses) on hedging derivatives,

    net of taxes

    Revaluation reserve for land

    Foreign currency translation adjustments

    Remeasurements of defined benefit plans

    Total accumulated other comprehensive

    income

    Balance as of April 1, 2023

    97,090

    (6)

    1,235

    237

    15,638

    114,194

    4,756

    833,944

    Changes during the period

    Dividends

    (24,384)

    Net income attributable to

    owners of parent

    40,272

    Acquisition of treasury stock

    (20,010)

    Disposal of treasury stock

    18

    Cancellation of treasury stock

    -

    Transfer from retained

    earnings to capital surplus

    -

    Reversal of revaluation

    reserve for land

    (58)

    (58)

    -

    Change in scope of consolidation

    -

    Change in ownership interest

    of parent due to transactions with non-controlling interests

    (0)

    Change in scope of equity

    method

    -

    Changes other than shareholders’ equity, net

    (Note)

    57,205

    5

    2,293

    44,747

    104,250

    26,909

    131,160

    Total changes during the period

    57,205

    5

    (58)

    2,293

    44,747

    104,192

    26,909

    127,056

    Balance as of March 31, 2024

    154,295

    (1)

    1,176

    2,530

    60,385

    218,387

    31,666

    961,000

    (Note) Excluding the reversal of revaluation reserve for land.

    Consolidated fiscal year ended March 31, 2025

    (Millions of Yen)

    Shareholders’ equity

    Common stock

    Capital surplus

    Retained earnings

    Treasury stock

    Total shareholders’

    equity

    Balance as of April 1, 2024

    122,742

    30,382

    558,721

    (898)

    710,947

    Changes during the period

    Dividends

    (23,877)

    (23,877)

    Net income attributable to

    owners of parent

    123,824

    123,824

    Acquisition of treasury stock

    (82,273)

    (82,273)

    Disposal of treasury stock

    0

    3

    3

    Cancellation of treasury stock

    (9,999)

    9,999

    -

    Transfer from retained

    earnings to capital surplus

    9,999

    (9,999)

    -

    Reversal of revaluation

    reserve for land

    (28)

    (28)

    Change in scope of

    consolidation

    (28)

    38

    9

    Change in ownership interest of parent due to transactions

    with non-controlling interests

    107

    107

    Change in scope of equity method

    522

    522

    Changes other than shareholders’ equity, net

    (Note)

    Total changes during the period

    -

    78

    90,478

    (72,270)

    18,287

    Balance as of March 31, 2025

    122,742

    30,461

    649,200

    (73,168)

    729,234

    Accumulated other comprehensive income

    Non-controlling interests

    Total net assets

    Unrealized gains on available-for-sale securities,

    net of taxes

    Unrealized gains (losses) on hedging derivatives,

    net of taxes

    Revaluation reserve for land

    Foreign currency translation adjustments

    Remeasurements of defined benefit plans

    Total accumulated other comprehensive

    income

    Balance as of April 1, 2024

    154,295

    (1)

    1,176

    2,530

    60,385

    218,387

    31,666

    961,000

    Changes during the period

    Dividends

    (23,877)

    Net income attributable to

    owners of parent

    123,824

    Acquisition of treasury stock

    (82,273)

    Disposal of treasury stock

    3

    Cancellation of treasury stock

    -

    Transfer from retained

    earnings to capital surplus

    -

    Reversal of revaluation

    reserve for land

    28

    28

    -

    Change in scope of consolidation

    9

    Change in ownership interest

    of parent due to transactions with non-controlling interests

    107

    Change in scope of equity

    method

    522

    Changes other than shareholders’ equity, net

    (Note)

    (67,041)

    5

    (143)

    5,509

    (19,793)

    (81,461)

    2,844

    (78,617)

    Total changes during the period

    (67,041)

    5

    (114)

    5,509

    (19,793)

    (81,433)

    2,844

    (60,301)

    Balance as of March 31, 2025

    87,254

    4

    1,062

    8,040

    40,592

    136,953

    34,511

    900,699

    (Note) Excluding the reversal of revaluation reserve for land.

  4. Consolidated statement of cash flows

    (Millions of Yen)

    From April 1, 2023

    From April 1, 2024

    to March 31, 2024

    to March 31, 2025

    Cash flows from operating activities

    Income before income taxes

    57,093

    178,250

    Depreciation and amortization

    13,110

    16,391

    Impairment losses on fixed assets

    586

    1,302

    Increase (decrease) in allowance for doubtful accounts

    173

    (30)

    Increase (decrease) in provision for losses on construction

    48,281

    6,017

    contracts

    Increase (decrease) in net defined benefit liability

    (855)

    (1,014)

    Decrease (increase) in net defined benefit asset

    (67,401)

    22,175

    subsidiaries and associates

    Interest and dividend income

    (7,273)

    (7,497)

    Interest expenses

    1,080

    2,572

    Foreign exchange losses (gains)

    (2,581)

    (209)

    Loss (gain) on valuation of investment securities

    25

    82

    Loss (gain) on sales of investment securities

    (17,895)

    (48,672)

    Loss (gain) on sales of fixed assets

    (589)

    (90)

    Loss on retirement of fixed assets

    726

    210

    Investment loss (gain) on equity method

    (4,195)

    (10,225)

    Decrease (increase) in trade receivables

    (105,106)

    (74,123)

    Decrease (increase) in cost on uncompleted contracts

    (7,322)

    10,962

    Decrease (increase) in real estate for sale and development projects in progress

    (20,846)

    (17,759)

    Decrease (increase) in other inventories

    (1,002)

    (140)

    Increase (decrease) in trade payables

    92,137

    (44,789)

    Increase (decrease) in advances received and progress billings on uncompleted contracts

    25,503

    (4,580)

    Increase (decrease) in deposit received

    24,342

    (3,435)

    Increase (decrease) in accounts payable - other

    (7,206)

    17,043

    Other, net

    37,254

    (6,867)

    Subtotal

    58,038

    38,605

    Interest and dividend received

    8,685

    9,895

    Interest paid

    (1,020)

    (2,542)

    Income taxes paid

    (25,091)

    (59,799)

    Net cash provided by (used in) operating activities

    40,611

    (13,841)

    Increase (decrease) in provision for loss on business of

    - 3,033

    (Millions of yen)

    From April 1, 2023

    to March 31, 2024

    From April 1, 2024

    to March 31, 2025

    Cash flows from investing activities

    Decrease (increase) in time deposits

    (3,864)

    (334)

    Purchase of tangible and intangible assets

    (122,308)

    (31,939)

    Proceeds from sales of tangible and intangible assets

    1,424

    898

    Purchase of investment securities

    (26,757)

    (86,617)

    Proceeds from sales and redemption of investment securities

    40,203

    115,149

    Purchase of shares of subsidiaries resulting in change in scope (27,365) -of consolidation

    Proceeds from purchase of shares of subsidiaries resulting in

    -

    13,377

    Other,

    (79)

    (2)

    Net cash provided by (used in) investing activities

    (138,747)

    10,531

    Cash flows from financing activities

    Net increase (decrease) in short-term borrowings

    (1,295)

    3,532

    Proceeds from long-term borrowings

    94,010

    26,400

    Repayment of long-term borrowings

    (21,122)

    (40,239)

    Proceeds from long-term non-recourse borrowings

    72,830

    7,998

    Repayment of long-term non-recourse loans payable

    (11)

    (261)

    Proceeds from issuance of bonds

    9,944

    9,944

    Proceeds from issuance of non-recourse bonds

    -

    90

    Acquisition of treasury stock

    (20,010)

    (82,071)

    Decrease (increase) in deposits for the purchase of treasury

    -

    (32,640)

    Dividends paid

    (24,384)

    (23,877)

    Other, net

    (568)

    (2,644)

    Net cash provided by (used in) financing activities

    109,392

    (133,769)

    Effect of exchange rate changes on cash and cash equivalents

    3,633

    2,287

    Net increase (decrease) in cash and cash equivalents

    14,890

    (134,791)

    Cash and cash equivalents at beginning of year

    415,863

    430,754

    Cash and cash equivalents at end of year

    430,754

    295,963

    change in scope of consolidation

    stock

  5. Notes to consolidated financial statements

(Notes regarding going concern assumption)

Not applicable.

(Changes in accounting policies)

(Application of accounting standard for current income taxes)

The Company has applied the “Accounting Standard for Current Income Taxes” (Accounting Standards Board of Japan (ASBJ) Statement No. 27, October 28, 2022; the “Revised Accounting Standard of 2022”) and other relevant ASBJ regulations from the beginning of the fiscal year ended March 31, 2025.

Accordingly, income taxes - current (hereinafter referred to as “income taxes”) on income for the fiscal year ended March 31, 2025 will be recorded separately as profit or loss, shareholders’ equity, and other comprehensive income according to the transactions that are the source of these taxes. When the amount of income taxes not recorded in profit or loss is immaterial, or when the transactions subject to tax relate to shareholders’ equity or other comprehensive income in addition to profit or loss, and it is difficult to calculate the amount of income taxes levied on shareholders' equity or other comprehensive income, the tax amount is recorded in profit or loss. When gains or losses arising from the sale of subsidiary shares, etc. between consolidated companies are deferred for tax purposes, deferred income tax assets or deferred income tax liabilities that are recorded for the temporary differences relating to the gains or losses on sale in the non-consolidated financial statement of the company that sold the subsidiary shares, etc. will be reversed for consolidated settlement of accounts.

Revisions to categories for recording current income taxes (taxation on other comprehensive income) conform to the transitional treatment stipulated in the proviso to paragraph 20-3 of the Revised Accounting Standard of 2022 and the transitional treatment stipulated in the proviso to paragraph 65-2(2) of the “Guidance on Accounting Standard for Tax Effect Accounting” (ASBJ Guidance No. 28, October 28, 2022; “Revised Guidance on Accounting Standard of 2022”). This change in accounting policy has no impact on the consolidated financial statements.

In addition, for the revisions related to the review of the treatment in the consolidated financial statements when a gain or loss on sale arising from the sale of shares of subsidiaries, etc. among consolidated companies is deferred for tax purposes, the Company has applied the Revised Guidance on Accounting Standard of 2022 from the beginning of the fiscal year ended March 31, 2025. This change in accounting policy has been applied retroactively, and the consolidated financial statements for the fiscal year ended March 31, 2024 have been restated to reflect this retrospective application. This change in accounting policy has no impact on the consolidated financial statements.

(Additional Information)

  1. Performance-based share remuneration plan for directors) (Overview of transactions)

    The Company has introduced the performance-based share remuneration plan “Board Benefit Trust (the “BBT”)” for directors.

    Shares of the Company’s common stock are acquired through the BBT with money contributed by the Company (the “Company Stock”). The directors will have the Company Stock and the amounts converted at fair value of the Company Stock (the “Company Stock, etc.,” which are provided through the BBT when directors retire in accordance with “Officers’ Share Benefit Regulation” as stipulated by the Company.

    (Treasury stock held by the BBT)

    The shares held by the BBT are reported by the book value of the BBT (excluding the incidental expenses) as part of the treasury stock in the net assets. At the end of the previous fiscal year and the current fiscal year, the book value of treasury stock held by the BBT was ¥367 million and ¥363 million, and the number of shares was 99 thousand shares and 98 thousand shares, respectively.

  2. Conversion to an equity-method affiliate through share acquisition

At the Board of Directors Meeting held on June 7, 2024, the Company resolved to execute a capital and business alliance agreement with HEIWA REAL ESTATE Co., Ltd. (the “Counterparty”) and to make the Counterparty an Equity-method Affiliate of the Company through the additional acquisition of shares (the “Share Acquisition”) of the Counterparty from SIMPLEX ASSET MANAGEMENT Co., Ltd., SIMPLEX ASSET MANAGEMENT (HK) Company Limited (collectively, “SIMPLEX”) and MITSUBISHI ESTATE Co., Ltd. (“MITSUBISHI ESTATE”), and executed the capital and business alliance agreement and the share transfer agreement on the same day.

After completing transfer procedures for the Share Acquisition on June 10, 2024, the percentage of voting rights held by the Company was 20.24%, the Company became the largest shareholder of the Counterparty and the Counterparty became an Equity-method Affiliate of the Company.

  1. Purpose of Share Acquisition

    The Company acquired the Counterparty’s shares in order to enhance mutual corporate value by leveraging our development capabilities for the Counterparty’s real estate to create investment opportunities in the development business and achieve the vision, “Contribution to high value-added urban development by making the most of our development know-how and technological capabilities as a general contractor,” set forth for the Group Domestic Real Estate Development Business by FY2030 in “TAISEI VISION 2030 Achievement Plan.”

  2. Overview of the Counterparty

    (a) Name

    HEIWA REAL ESTATE Co., Ltd.

    (b) Address

    1-10, Nihonbashi Kabutocho, Chuo-ku, Tokyo

    (c) Title and name of representative

    Representative Executive Officer, President and CEO

    Kiyoyuki Tsuchimoto

    (d) Description of business

    Building Business and Asset Management Business

    (e) Share capital

    ¥21,492 million (As of March 31, 2024)

    (f) Date of establishment

    July 15, 1947

  3. Number of shares to be acquired, acquisition cost and status of shares before and after Share Acquisition

Number of shares

(a)

held before Share Acquisition

532,600 shares

(Percentage of voting rights: 1.49%)

Number of shares to

(b)

be acquired

From SIMPLEX

5,829,000 shares (Percentage of voting rights: 16.30%) From MITSUBISHI ESTATE

388,500 shares (Percentage of voting rights: 1.09%)

(c) Acquisition cost

From SIMPLEX ¥27,396 million ($180,941 thousand)

From MITSUBISHI ESTATE ¥1,826 million ($12,059 thousand)

Number of shares

(d)

held after Share Acquisition

6,750,100 shares

(Percentage of voting rights: 18.88%)

Notes: 1. The percentage of voting rights is calculated based on the total number of voting rights held by all shareholders as of March 31, 2024 (357,527 shares) as the denominator.

2. As a result of the acquisition of treasury stock by the Counterparty on June 10, 2024, the percentage of voting rights held by the Company after the acquisition was 20.24%.

(Matters related to consolidated balance sheets)

  1. Shares, etc., to non-consolidated subsidiaries and affiliated companies

    (Millions of yen)

  2. Revaluation of land

    As of March 31, 2024 As of March 31, 2025

    65,394 148,186

    Some of the domestic consolidated subsidiaries executed revaluation of their land for business use in accordance with the Act on Revaluation of Land (Act No. 34, March 31, 1998), and revaluation reserve for land is recognized in net assets section.

    Method of revaluation

    The revaluation is executed in accordance with the method prescribed in Article 2, Items 3, 4, and 5 of the Order of Enforcement of the Act on Revaluation of Land (Cabinet Order No. 119, March 31, 1998).

    Date of revaluation

    November 30, 2001 and March 31, 2002

    (Millions of yen)

    As of March 31, 2024 As of March 31, 2025

    The difference between the fair value of the revalued land at the end of the current fiscal year and the book value after the revaluation

    Of which, the difference related to investment and rental property

    3,544 2,365

    (263) (80)

  3. Pledged assets

    The following assets were pledged as collateral for borrowings and others of subsidiaries and affiliates.

    (Millions of yen)

    As of March 31, 2024 As of March 31, 2025

    Investment securities 1,110 930

    Investments and other assets

    Total

    1,769

    1,549

    Liabilities related to the above

    -

    -

    /Other assets

    659 619

  4. Contingent liabilities

    (Millions of yen)

    As of March 31, 2024 As of March 31, 2025

    Guarantee obligations 4,557 6,740

  5. Cost on uncompleted contracts corresponding to provision for losses on construction contracts

    Cost on uncompleted contracts and provision for losses on construction contracts related to construction contracts that are likely to incur losses are separately presented, without being set off.

    (Millions of yen)

    As of March 31, 2024 As of March 31, 2025

    3,802 889

  6. Assets corresponding to non-recourse liabilities

(Millions of yen)

As of March 31, 2024

As of March 31, 2025

Real estate for sale

5,829

16,570

Land

91,271

-

Other

8,212

2,056

(Matters Related to Consolidated Statements of Income)

  1. Provision for losses on construction contracts included in cost of sales

    From April 1, 2023

    to March 31, 2024

    (Millions of yen)

    From April 1, 2024

    to March 31, 2025

    63,549 35,984

  2. Research and development expenses included in general and administrative expenses and manufacturing costs

(Millions of yen)

From April 1, 2023

to March 31, 2024

From April 1, 2024

to March 31, 2025

18,646 19,503

(Segment Information, etc.)

[Segment Information]

  1. General information on reportable segments

    Each reportable segment of the Company is a business unit in the Company, whose discrete financial information is available. Reportable segments are reviewed periodically at the Board of Directors Meeting in order to determine distribution of management resources and evaluate business results of each reportable segment.

    The Company has established headquarters at the head office for each product of construction and service. Each headquarters, along with consolidated subsidiaries, proposes comprehensive domestic and overseas strategies with respect to products and services, and operates its business activities.

    The Company consists of segments identified by products and services based on the headquarters, and identifies the three segments, “Civil engineering,” “Building construction,” and “Real estate development” as reportable segments.

    “Civil engineering” refers to construction of civil engineering, etc., “Building construction” refers to construction of buildings and housing, etc., and “Real estate development” refers to purchase, sale, lease, management, and brokerage of land and buildings, etc.

  2. Basis of measurement of net sales, profit or loss, and other material items in reportable segment

    The accounting method for each reportable segment is the same as that used to prepare the consolidated financial statements. The profit (loss) of a reportable segment is based on the operating income (loss) before amortization of goodwill in the consolidated statement of income. In addition, conditions of intersegment transactions and transfers are determined by considering market prices as in the case of other general transactions.

    Assets of the Company are not allocated to the segments. However, the corresponding depreciation and amortization are allocated to the segments according to the rational basis such as the usage of assets.

  3. Information of net sales, profit or loss, and other material items by reportable segment

    Consolidated fiscal year ended March 31, 2024

    (Millions of yen)

    Reportable segments

    Others (Note 1)

    Total

    Adjustments (Note 2)

    Book value in consolidated financial statements (Note 3)

    Civil engineering

    Building construction

    Real estate development

    Subtotal

    Net sales:

    Sales on third partycustomers

    505,504

    1,117,280

    129,726

    1,752,511

    12,512

    1,765,023

    -

    1,765,023

    Intersegment

    transactions or transfers

    34,834

    23,694

    8,556

    67,085

    3,856

    70,941

    (70,941)

    -

    Total

    540,338

    1,140,974

    138,282

    1,819,596

    16,368

    1,835,965

    (70,941)

    1,765,023

    Segment operating income (loss)

    61,454

    (56,143)

    23,369

    28,680

    1,852

    30,532

    (4,052)

    26,480

    Other items

    Depreciation and amortization

    4,787

    5,894

    2,322

    13,005

    200

    13,205

    (95)

    13,110

    Increase (decrease) in

    provision for losses on construction contracts

    4,031

    44,250

    -

    48,281

    -

    48,281

    -

    48,281

    Notes: 1. Businesses that cannot be classified into the Company’s reporting segments are shown as “Others.”

    This includes the incidental business of construction business such as cooperative research, technical service, and environmental measurement, and logistics business, and also, leisure-related business and other service business.

    1. The adjustments of segment operating income (loss) of ¥(4,052) million includes elimination of intersegment transaction amounting to ¥(3,920) million and amortization of goodwill amounting to ¥(132) million.

    2. Segment operating income (loss) is adjusted in accordance with operating income of the consolidated statement of income.

Consolidated fiscal year ended March 31, 2025

(Millions of yen)

Reportable segments

Others (Note 1)

Total

Adjustments (Note 2)

Book value in consolidated financial statements

(Note 3)

Civil engineering

Building construction

Real estate development

Subtotal

Net sales:

Sales on third party customers

630,627

1,372,558

137,589

2,140,775

13,448

2,154,223

-

2,154,223

Intersegment transactions or transfers

33,294

27,439

9,199

69,933

4,120

74,054

(74,054)

-

Total

663,922

1,399,997

146,788

2,210,708

17,569

2,228,278

(74,054)

2,154,223

Segment operating income

87,580

11,348

23,487

122,416

2,327

124,743

(4,582)

120,160

Other items

Depreciation and amortization

6,118

7,480

2,748

16,347

181

16,528

(137)

16,391

Increase (decrease) in provision for losses on

construction contracts

3,131

2,886

-

6,017

-

6,017

-

6,017

Notes: 1. “Businesses that cannot be classified into the Company’s reporting segments are shown as “Others.”

This includes the incidental business of construction business such as cooperative research, technical service, and environmental measurement, and logistics business, and also, leisure-related business and other service business.

2. The adjustments of segment operating income of ¥(4,582) million includes elimination of intersegment transaction amounting to

¥(4,053) million and amortization of goodwill amounting to ¥(529) million.

3. Segment operating income is adjusted in accordance with operating income of the consolidated statement of income.

[Information about impairment losses on fixed assets of reportable segment]

Consolidated fiscal year ended March 31, 2024

(Millions of yen)

Reportable segments

Others

Elimination and/or corporate

Total

Civil engineering

Building Construction

Real estate development

Subtotal

Impairment

losses on fixed assets

443

106

36

586

-

-

586

Consolidated fiscal year March 31, 2025

(Millions of yen)

Reportable segments

Others

Elimination and/or corporate

Total

Civil engineering

Building construction

Real estate development

Subtotal

Impairment

losses on fixed assets

97

-

58

155

1,146

-

1,302

[Information about gains on negative goodwill of reportable segment]

Consolidated fiscal year ended March 31, 2024

Gains on negative goodwill of ¥1,094 million was recorded in “Civil engineering” and “Building construction” segments as the Company acquired shares of P.S. MITSUBISHI CONSTRUCTION Co., Ltd. (currently PS Construction Co., Ltd.) and made it a consolidated subsidiary.

Consolidated fiscal year ended March 31, 2025 Not applicable.

(Per share data)

(yen)

From April 1, 2023

to March 31, 2024

From April 1, 2024

to March 31, 2025

Net assets per share Net income per share

Diluted net income per share

5,039.98

215.75

Diluted net income per share was not presented because the Company had no shares with dilutive effects such as bonds with share acquisition rights.

5,041.43

682.78

Same as on the left

Notes: 1. The treasury shares held by the BBT in the net assets are included in the number of treasury stock, which is excluded from the number of outstanding shares at the end of the fiscal year and the average number of shares during the period for calculating the net assets per share and the net income per share.

The numbers of treasury stock held by the BBT at the end of the consolidated fiscal year excluded for calculation of net assets per shares for the consolidated fiscal years ended March 31, 2024 and 2025 were 99 thousand shares and 98 thousand shares, respectively, and the numbers of treasury stock held by the BBT during the period excluded for the calculation of net income per shares for the consolidated fiscal years ended March 31, 2024 and 2025 were 100 thousand shares and 98 thousand shares, respectively.

2. Calculation basis for net income per share is as follows:

(Millions of yen)

From April 1, 2023

to March 31, 2024

From April 1, 2024

to March 31, 2025

Net income attributable to owners of parent

40,272

123,824

Net income not attributable to common stockholders

-

-

Net income attributable to owners of parent related to common stock

40,272

123,824

Average number of common stock during the period (Thousand shares)

186,667

181,353

(Significant subsequent events)

Not applicable.