Annual Securities Report for Fiscal 2024 (The 112th Business Term)

Annual Securities Report

Fiscal 2024 (The 112th Business Term) From April 1, 2024 to March 31, 2025

(E01353)

Translation for Reference and Convenience Purposes Only

Contents Page

Part I. Company Information

1. Company Overview…………………………………………………………………………………………... 5

   1. Key Financial Data……………………………………………………………………………………… 5

   2. History……………………………………………………………………………………………………. 7

   3. Description of Business………………………………………………………………………………… 9

   4. Subsidiaries and Other Affiliated Entities 11

   5. Employees 16

2. Business Overview 18

   1. Management Policy, Business Environment and Issues to Address 18

   2. Sustainability Framework and Initiatives 27

   3. Risk Factors 43

   4. Management's Analysis of Financial Condition, Results of Operations and Cash Flows 49

   5. Material Contracts 55

   6. Research and Development Activities 55

3. Information about Facilities 58

   1. Overview of Capital Expenditures 58

   2. Major Facilities 58

   3. Planned Addition, Retirement, and Other Changes of Facilities 64

4. Information about the Reporting Company 65

   1. Company's Shares 65

   2. Acquisition and Disposal of Treasury Shares 71

   3. Dividend Policy 73

   4. Corporate Governance 74

5. Financial Information 113

   1. Consolidated Financial Statements 114

   2. Non-Consolidated Financial Statements 160

6. Share Administration Information Summary of Reporting Company 172

7. Reference Information about Reporting Company 173

   1. Information about Parent of Reporting Company 173

   2. Other Reference Information 173

Part II. Information about Reporting Company's Guarantor 175

[Independent Auditor's Report and Internal Control Audit Report] 176

[Independent Auditor's Report (for the non-consolidated financial statements)] 182

Document title: Annual Securities Report

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

Japan

Submitted to: Director-General of the Kanto Local Finance Bureau

Submission date: June 19, 2025

Business term: The 112th term (fiscal 2024; from April 1, 2024 to March 31, 2025)

Company name: Toyo Seikan Group Holdings, Ltd.

Title and name of representative: Ichio Otsuka, President and Representative Director Address of head office: 2-18-1 Higashi-Gotanda, Shinagawa-ku, Tokyo Phone number: 03-4514-2000

Contact person: Kaname Kimoto, General Manager of Investor Relations Department Contact address: 2-18-1 Higashi-Gotanda, Shinagawa-ku, Tokyo

Phone number: 03-4514-2000

Place for public inspection: Tokyo Stock Exchange, Inc.

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

1. Company Overview
   1. Key Financial Data
      1. Consolidated financial summary

         (in millions of yen, except as otherwise noted)

         Fiscal term	FY2020	FY2021	FY2022	FY2023	FY2024
         Term-end	March 2021	March 2022	March 2023	March 2024	March 2025
         Net sales	748,724	821,565	906,025	950,663	922,516
         Ordinary income	27,326	45,712	13,770	38,740	37,566
         Profit attributable to owners of parent	15,946	44,422	10,363	23,083	22,394
         Comprehensive income	31,016	33,470	27,876	60,547	54,778
         Net assets	652,190	664,842	671,889	697,683	694,820
         Total assets	1,036,632	1,082,832	1,165,767	1,180,784	1,201,615
         Net assets per share (yen)	3,330.62	3,513.23	3,544.28	3,835.53	4,192.16
         Profit per share (yen)	84.79	240.61	57.07	130.15	134.05
         Diluted profit per share (yen)	-	-	-	-	-
         Equity ratio (%)	60.4	58.9	55.2	56.4	55.5
         Return on equity (%)	2.60	7.03	1.62	3.53	3.36
         Price-to-earnings ratio (times)	15.52	5.84	32.00	18.74	18.24
         Cash flow from operating 79,329		75,415	(18,861)	64,582	94,062
         Cash flow from investing (68,412)		(27,166)	(57,038)	(52,435)	(51,109)
         Cash flow from financing (16,342)		(42,186)	41,528	(27,811)	(18,768)
         Cash and cash equivalents at end of period	111,207	120,477	94,603	83,249	110,007
         Number of employees (persons)	19,552	19,758	19,976	19,673	18,830
         Average number of temporary
         staff in addition to the	3,095	2,934	2,843	2,756	(2,615)
         employees above (persons)

         activities activities activities

         Note: 1. The diluted profits per share are not stated since we had no dilutive shares for the period above.

2. Since the Company has applied the "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, issued on March 31, 2020) and other applicable accounting standards to its consolidated financial statements since the beginning of fiscal 2021, the key financial data for fiscal 2021 and thereafter in the above table are based on these standards.

3. The Company has introduced an equity compensation plan using a board benefit trust for directors since fiscal 2021, and the shares of the Company held by the trust are included in the treasury shares to be deducted from the year-end total number of shares issued for the calculation of net assets per share. The shares of the Company held by the trust are also included in the treasury shares to be excluded from the calculation of the average number of shares outstanding during the year for the calculation of profit per share.

4. The Company has applied the Accounting Standard for Current Income Taxes (ASBJ Statement No. 27, issued on October 28, 2022) ("Revised Standard 2022") since the beginning of the year under review. The Revised Standard 2022 has been retrospectively applied to the key financial data for the previous years shown above. This application is in accordance with the transitional treatment stipulated in the proviso of paragraph 20-3 of the Revised Standard 2022 and the transitional treatment stipulated in the proviso of paragraph 65-2-(2) of the Implementation Guidance on Accounting Standard for Tax Effect Accounting (ASBJ Guidance No. 28, October 28, 2022). As a result, the key financial data for the year under review are those after the application of the relevant standard and guidance.