Tokai Carbon Co., Ltd.TSE: 5301

FY2025 Securities report

· Issued by Tokai Carbon Co., Ltd.
Securities report

Fiscal year 2025

(January 1 to December 31, 2025)

TOKAI CARBON CO., LTD.

(Translation) This document has been translated from the Japanese original for the convenience of overseas stakeholders. In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

S e c u r i t i e s r e p o r t
  1. This document has been outputted and printed by adding a table of contents and page numbers to the data contained in the securities report (pursuant to Article 24, Paragraph 1 of the Financial Instruments and Exchange Act) that was submitted using the Electronic Disclosure for Investors' NETwork (EDINET) as stipulated in Article 27-30-2 of the Act.

  2. Appended to the back of this document are the audit report that was

attached to the securities report when it was filed using the aforementioned method, and the internal control report and confirmation letter that were filed at the same time as the securities report.

Contents

Securities Report for Fiscal 2025 [Cover] 1

Part I Company Information 2

Section 1 Overview of the Company 2

  1. Key Financial Data 2

  2. Company History 4

  3. Description of Business 6

  4. Status of Subsidiaries and Associates 8

  5. Employees 10

Section 2 Status of Business 12

  1. Management Policy, Business Environment and Challenges to be Addressed, etc. 12

  2. Sustainability Policy and Initiatives 13

  3. Risk of Business, etc. 18

  4. Management's Analysis of Financial Position, Operating Results, and Cash Flows 22

  5. Important Agreements, etc. 27

  6. Research and Development 27

Section 3 Facilities and Equipment 28

  1. Capital Investment, etc. 28

  2. Major Facilities and Equipment 29

  3. Plans for New Installation, Disposal, etc. of Facilities 31

Section 4 Status of the Submitting Company 32

  1. Status of Shares, etc. 32

  2. Acquisition of Treasury Stock, etc 36

  3. Dividend Policy 37

  4. Corporate Governance, etc. 38

Section 5 Status of Accounting 70

  1. Consolidated Financial Statements, etc. 71

  2. Financial Statements, etc. 123

Section 6 Outline of Stock-related Administration of Submitting Company 139

Section 7 Reference Information on Submitting Company 140

  1. Information on Parent of Submitting Company, etc. 140

  2. Other Reference Information 140

Part 2 Information on Submitting Company's Surety Company, etc 141

Audit Report

Internal Control Report Confirmation Letter

‌[Cover]

[Document submitted] Securities report

[Applicable law] Article 24, Paragraph 1 of the Financial Instruments and Exchange Act

[Submitted to] Director of the Kanto Local Finance Bureau

[Date submitted] March 26, 2026

[Fiscal year] Fiscal 2025 (from January 1 to December 31, 2025)

[Company name] Tokai Carbon Co., Ltd. [Company name in English] TOKAI CARBON CO., LTD.

[Name and title of representative] Hajime Nagasaka, President & Chief Executive Officer [Address of head office] 1-2-3, Kita Aoyama, Minato-ku, Tokyo

[Telephone number] 03-3746-5100 (Switchboard)

[Contact person] Akira Yamada, General Manager, General Affairs Department [Nearest place of contact] 1-2-3, Kita Aoyama, Minato-ku, Tokyo

[Telephone number] 03-3746-5100 (Switchboard)

[Contact person] Akira Yamada, General Manager, General Affairs Department [Place available for public inspection] Tokai Carbon Co., Ltd. Osaka Branch

(2-4 Komatsubaracho, Kita-ku, Osaka-shi, Osaka)

Tokai Carbon Co., Ltd. Nagoya Branch

(3-28-12 Meieki, Nakamura-ku, Nagoya, Aichi) Tokyo Stock Exchange, Inc.

(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)

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‌Part I Company Information

‌Section 1 Overview of the Company

‌1 Key Financial Data

  1. Consolidated financial data, etc.

    Fiscal year

    2021

    2022

    2023

    2024

    2025

    Fiscal year-end

    December 2021

    December 2022

    December 2023

    December 2024

    December 2025

    Net sales

    (Million yen)

    258,874

    340,371

    363,946

    350,114

    322,960

    Ordinary income

    (Million

    yen)

    24,770

    42,521

    41,607

    22,579

    26,312

    Net income (loss) attributable

    to owners of the parent company

    (Million yen)

    16,105

    22,418

    25,468

    (56,485)

    20,078

    Comprehensive income

    (Million

    yen)

    39,006

    56,689

    67,435

    (22,191)

    40,577

    Net assets

    (Million

    yen)

    256,570

    300,868

    360,103

    324,740

    352,846

    Total assets

    (Million yen)

    512,503

    576,465

    640,005

    643,517

    664,033

    Net assets per share

    (Yen)

    1,075.19

    1,260.95

    1,521.89

    1,354.46

    1,491.09

    Net income (loss) per share

    (Yen)

    75.55

    105.16

    119.45

    (264.77)

    94.05

    Diluted net income per share

    (Yen)

    -

    -

    -

    -

    -

    Equity ratio

    (%)

    44.7

    46.6

    50.7

    44.9

    47.9

    Return on equity

    (%)

    7.5

    9.0

    8.6

    (18.4)

    6.6

    Price-to-earnings ratio

    (Times)

    16.0

    10.2

    8.6

    (3.5)

    10.3

    Cash flows from operating activities

    (Million yen)

    38,072

    41,205

    62,074

    64,471

    55,872

    Cash flows from investing activities

    (Million yen)

    (35,282)

    (49,900)

    (47,632)

    (70,777)

    (51,052)

    Cash flows from financing activities

    (Million yen)

    1,211

    (10,629)

    (14,512)

    9,410

    (7,689)

    Cash and cash equivalents at end of the period

    (Million yen)

    64,435

    49,377

    56,459

    65,135

    64,327

    Number of employees

    (Average number of temporary employees; excluded)

    (Persons)

    4,289

    (448)

    4,378

    (434)

    4,427

    (382)

    4,625

    (358)

    4,436

    (363)

    (Notes) 1. Diluted net income per share amount is not shown because there were no dilutive shares.

    1. The Company has adopted the "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020) and other standards from the beginning of fiscal 2022. Key financial data for fiscal 2022 and after are those after the application of these accounting standards.

    2. In fiscal 2025, the Company finalized the provisional accounting treatment for business combinations, and the related key financial data for fiscal 2024 reflect the significant revision of the initial allocation of the acquisition cost due to the finalization of the provisional accounting treatment.

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