Interim report
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Consolidated Financial Results for the Six Months Ended September 30, 2025 [Japanese GAAP] November 13, 2025 Company name: TOPPAN Holdings Inc. Stock exchange listing: Tokyo Stock Exchange Code number: 7911 URL: https://www.holdings.toppan.com/en/ Representative: Hideharu Maro, Representative Director, President & CEO Contact: Takashi Kurobe, Director, Senior Managing Executive Officer & CFO Phone: +81-3-3835-5665 Scheduled date of filing semi-annual securities report: November 14, 2025 Scheduled date of commencing dividend payments: December 1, 2025 Availability of supplementary briefing material on financial results: Available Schedule of financial results briefing session: Scheduled (for securities analysts and institutional investors) (Amounts of less than one million yen are rounded down.) 1. Consolidated Financial Results for the Six Months Ended September 30, 2025 (April 1, 2025 to September 30, 2025) (1) Consolidated Operating Results (% indicates changes from the previous corresponding period.) Net sales Operating profit Ordinary profit Profit attributable to owners of parent Six months ended Million yen % Million yen % Million yen % Million yen % September 30, 2025 863,619 4.3 24,787 (12.8) 26,120 (19.7) 29,890 (9.2) September 30, 2024 828,026 – 28,429 – 32,526 – 32,904 – (Note) Comprehensive income: Six months ended September 30, 2025: ¥19,639 million [(55.3)%] Six months ended September 30, 2024: ¥43,944 million [－%] Basic earnings per share Diluted earnings per share Six months ended Yen Yen September 30, 2025 103.92 – September 30, 2024 106.38 – EBITDA Non-GAAP operating profit Non-GAAP profit attributable to owners of parent Six months ended Million yen % Million yen % Million yen % September 30, 2025 68,683 (0.2) 38,649 14.0 24,595 41.5 September 30, 2024 68,854 – 33,914 – 17,383 – (Note) EBITDA is a profit indicator that indicates the cash generating ability, obtained by adjusting operating profit for “depreciation of property, plant and equipment” and “amortization of goodwill and intangible assets.” Non-GAAP operating profit is a profit indicator that indicates the ability to generate earnings from the core business, obtained by adjusting operating profit for one-time expenses or expenses with little relationship to the core business, such as “amortization of goodwill and intangible assets related to acquisitions,” “M&A-related expenses,” and “stock compensation-related expenses.” Non-GAAP profit attributable to owners of parent is a profit indicator obtained by adjusting profit attributable to owners of parent for “amortization of goodwill and intangible assets related to acquisitions,” “M&A-related expenses,” “stock compensation- related expenses,” “restructuring -related expenses,” “gain or loss on sale of investment securities,” and other related tax expenses and non-controlling interests. (Note) Figures for the six months ended September 30, 2024 have been retrospectively adjusted due to changes in accounting policies, and those calculated retrospectively are presented. Accordingly, changes from the previous corresponding period are not presented.
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(2) Consolidated Financial Position Total assets Net assets Equity ratio As of Million yen Million yen % September 30, 2025 2,455,329 1,408,483 52.0 March 31, 2025 2,515,087 1,418,608 51.4 (Reference) Equity: As of September 30, 2025: ¥1,276,878 million As of March 31, 2025: ¥1,293,555 million (Note) F igures for the fiscal year ended March 31, 202 5 have been retrospectively adjusted due to changes in accounting policies, and those calculated retrospectively are presented. 2. Dividends Annual dividends 1st quarter-end 2nd quarter-end 3rd quarter-end Year-end Total Yen Yen Yen Yen Yen Fiscal year ended March 31, 2025 – 24.00 – 32.00 56.00 Fiscal year ending March 31, 2026 – 28.00 Fiscal year ending March 31, 2026 (Forecast) – 28.00 56.00 (Note) Revision to the forecast for dividends announced most recently: No 3. Consolidated Financial Results Forecast for the Fiscal Y ear Ending March 31, 2026 (April 1, 2025 to March 31, 2026) (% indicates changes from the previous corresponding period.) Net sales Operating profit Ordinary profit Profit attributable to owners of parent Basic earnings per share Million yen % Million yen % Million yen % Million yen % Yen Full year 1,790,000 4.1 70,000 (17.7) 81,000 (9.6) 70,000 (22.3) 248.12 (Note) Revision to the financial results forecast announced most recently: Yes (Note) Changes from the previous corresponding period are presented by comparing the forecast figures with the figures for the previous corresponding period retrospectively adjusted due to changes in accounting policies. * Notes: (1) Significant changes in the scope of consolidation during the period: Yes Newly included: 27 companies (TOPPAN Packaging USA Inc. and 26 other companies) Excluded: – (Note) For details, please refer to “Business Combinations, E tc.” on page 16. (2) Accounting policies adopted specially for the preparation of semi-annual consolidated financial statements: No (3) Changes in accounting policies, changes in accounting estimates and retrospective restatement 1) Changes in accounting policies due to the revision of accounting standards: No 2) Changes in accounting policies other than 1) above: Yes 3) Changes in accounting estimates: No 4) Retrospective restatement: No
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(4) Total number of issued shares (common shares) 1) Total number of issued shares at the end of the period (including treasury shares): September 30, 2025: 294,706,240 shares March 31, 2025: 318,706,240 shares 2) Total number of treasury shares at the end of the period: September 30, 2025: 9,953,506 shares March 31, 2025: 29,413,723 shares 3) Average number of shares during the period: Six months ended September 30, 2025: 287,634,853 shares Six months ended September 30, 2024: 309,320,427 shares (Note) The number of treasury shares subtracted for calculating the total number of treasury shares at the end of the period and the average number of shares during the period (six months) includes the Company’s shares owned by the ESOP trust. * Semi-annual financial results are outside the scope of review by certified public accountants or audit firms. * Explanation of the proper use of financial results forecast and other notes The earnings forecasts and other forward -looking statements herein are based on certain assumptions relating to economic situations and market trends deemed reasonable as of the date of publication of this document. Actual results may differ significantly from these forecasts due to a wide range of factors.
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1 Table of Contents 1. Overview of Operating Results, Etc. ...................................................................................................................... 2 (1) Overview of Operating Results .......................................................................................................................... 2 (2) Overview of Financial Position .......................................................................................................................... 3 (3) Explanation of Cash Flows ................................................................................................................................. 4 (4) Explanation of Consolidated Financial Results Forecast and Other Forward-looking Information ................... 4 2. Semi-annual Consolidated Financial Statements and Primary Notes ..................................................................... 5 (1) Semi-annual Consolidated Balance Sheets ........................................................................................................ 5 (2) Semi-annual Consolidated Statements of Income and Comprehensive Income ................................................ 7 Semi-annual Consolidated Statements of Income .............................................................................................. 7 Sem-annual Consolidated Statements of Comprehensive Income ..................................................................... 9 (3) Semi-annual Consolidated Statements of Cash Flows ..................................................................................... 10 (4) Notes to the Semi-annual Consolidated Financial Statements ......................................................................... 12 (Notes on Going Concern Assumption) ........................................................................................................... 12 (Notes in the Case of Significant Changes in Shareholders’ Equity) ............................................................... 12 (Notes on Changes in Accounting Policies) ..................................................................................................... 12 (Notes on Statements of Cash Flows) .............................................................................................................. 13 (Notes on Segment Information, Etc.) ............................................................................................................. 14 (Business Combinations, Etc.) ......................................................................................................................... 16 (Notes on Additional Information) ................................................................................................................... 19 (Notes on Significant Subsequent Events) ....................................................................................................... 20
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2 1. Overview of Operating Results, Etc. Beginning from the six months ended September 30, 2025, the Company has changed the method of currency conversion into Japanese yen for income and expenses of foreign subsidiaries and associates from the method that applies the spot exchange rate on the f inancial closing date to the method that applies the average exchange rate during the period. Comparisons with the same period of the previous fiscal year are made using figures after retrospective application. (1) Overview of Operating Results During the six months under review (from April 1, 2025 to September 30, 2025), the business outlook remained uncertain given mounting geopolitical risks, such as the tariff policy of the U.S., persisting worldwide inflation and foreign exchange fluctuations. Meanwhile, public awareness of sustainability increased, and advances in digital technologies including artificial intelligence (AI) and Internet of Things (IoT) technologies led to growth in the semic onductor market. Factors including those mentioned above are expected to further increase market opportunities. Amid this environment, under the key concept of “Digital & Sustainable Transformation,” the Group is developing its operations worldwide mainly through digital transformation (DX), which uses digital technologies as a starting point to transform society and the business of customers and the TOPPAN Group, and sustainable transformation (SX), which aims for management focused on sustainability together with the resolution of social issues through business. As a result, for the six months ended September 30, 2025, net sales increased by 4.3% from the same period of the previous fiscal year to ¥863.6 billion. Operating profit decreased by 12.8% to ¥24.7 billion and ordinary profit decreased by 19.7% to ¥26.1 billion. Profit attributable to owners of parent decreased by 9.2% to ¥29.8 billion. Trends by business segment during the six months ended September 30, 2025 are as follows. Information & Communication In the digital business, sales rose, reflecting the positive impact of the acquisition of HID ’s Citizen Identity Solutions (CID) business as well as expansion of the government identity solutions in the security business, in addition to a solid performance in the marketing DX business, which includes business transformation support tailored to the characteristics of customers’ industries. Moreover, with the aim of further expanding the security business, TOPPAN Holdings Inc. (the “Company”) agreed to acquire dzcard Group, an entity based in Thailand, which provides smart card solutions in Asia and throughout Africa. In the business process outsourcing (BPO) business, sales declined in the absence of one -time projects handled in the previous fiscal year, despite the acquisition of new projects, particularly in the financial and government sectors. Sales in the secure media business decreased owing to a decrease in overseas financial printing services despite growth in data printing services, etc. In the communication media business, sales decreased due to declines in publication and commercial printing. Publication printing operations were consolidated into TOPPAN Colorer Inc., resulting in enhanced profitability of the business. The Company is promoting further structural reforms including the integration of business form sites. As a result, net sales in the Information & Communication segment increased by 0.0% from the same period of the previous fiscal year to ¥425.4 billion, and operating profit increased by 5.5% to ¥10.9 billion.
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3 Living & Industry In the packaging business, amidst growing interest in environmentally friendly packaging materials as the Packaging and Packaging Waste Regulation (PPWR) came into effect in the EU in February 2025, the Company is strengthening the global supply system for SX packaging, including film manufacturing. Overseas sales increased, reflecting the impact of the acquisition of the thermoformed and flexible packaging business from Sonoco Products Company and the acquisition of Irplast S.p.A., an Italian manufacturer and seller of high- environmental-performance films, in addition to expansion of sales of packaging for food and other applications and mono-material GL BARRIER transparent barrier films. In Japan, sales of SX packaging employing films manufactured using recycled materials increased, resulting in increased sales in this business as a whole. In the décor materials business, overseas sales increased as the Company expanded sales in Europe and North America of decorative sheets for flooring and cultivated markets in emerging countries. In Japan, the Company expanded sales of environmentally friendly decorative sheets and the expace brand for spatial design. However, overall sales for this business remained unchanged year on year , affected by a negative impact of exchange rates. As a result, net sales in the Living & Industry segment increased by 19.9% from the same period of the previous fiscal year to ¥330.5 billion, and operating profit decreased by 5.4% to ¥14.8 billion. Electronics In the semiconductor business, photomasks were supported by strong demand in Asia and Europe. Moreover, regarding FC-BGA substrates, which are high- density semiconductor packages, demand for consumer applications increased. However, overall sales for this business remained unchanged year on year, affected by a negative impact of exchange rates. In initiatives to further strengthen competitiveness, the Company is preparing for the startup of a production line at the Ishikawa Plant, which will serve as a new site for technology development and mass production. To help advance technologies and create new business opportunities, the Company is participating in US-JOINT, a U.S.-Japan consortium, and is promoting the creation of a platform for the evaluation of next -generation semiconductor packages and the development of implementation technologies in the United States. Tekscend Photomask Corp., which is engaged in the photomask business, was listed on the Tokyo Stock Exchange Prime Market on October 16, 2025 and the company will transition to an equity-method associate from the third quarter. In the display-related business, sales decreased, affected by the transition of Giantplus Technology Co., Ltd. to an equity-method associate with a view to optimal allocation of management resources. As a result, net sales for the Electronics segment decreased by 14.4% from the same period of the previous fiscal year to ¥118.9 billion, and operating profit decreased by 18.8% to ¥20.4 billion. (2) Overview of Financial Position Total assets as of the end of the second quarter of the fiscal year under review de creased by ¥59.7 billion from the end of the previous fiscal year to ¥2,455.3 billion. This is attributable mainly to a decrease of ¥400.4 billion in cash and deposits, despite in creases of ¥ 176.9 billion in goodwill, ¥47.5 billion in machinery, equipment and vehicles, ¥22.0 billion in other under investments and other assets, ¥18.7 billion in raw materials and supplies, ¥18.3 billion in other under intangible assets, ¥16.4 billion in merchandise and finished goods, ¥14.1 billion in other under current assets, and ¥12.2 billion in buildings and structures. Liabilities decreased by ¥49.6 billion from the end of the previous fiscal year to ¥1,046. 8 billion. This primarily reflects a decrease of ¥51.9 billion in income taxes payable. Net assets decreased by ¥10.1 billion from the end of the previous fiscal year to ¥1,408.4 billion. This is attributable to decreases of ¥83.3 billion in retained earnings and ¥17.1 billion in foreign currency translation adjustment despite a decrease of ¥81.5 billion in treasury share s and an increase of ¥6.5 billion in non- controlling interests.
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4 (3) Explanation of Cash Flows Cash and cash equivalents (“cash”) at the end of the second quarter of the fiscal year under review decreased by ¥406.3 billion from the end of the previous fiscal year, to ¥346.8 billion. (Cash flow from operating activities) Net cash used in operating activities during the six months ended September 30, 2025 was ¥8.7 billion as a result of adjusting ¥48.3 billion in profit before income taxes with non- cash items such as depreciation and credits and debts associated with operating activities. (Cash flow from investing activities) Net cash used in investing activities during the six months ended September 30, 2025 was ¥361.4 billion as a result of purchase of shares of subsidiaries resulting in change in scope of consolidation, capital investment and other cash outflows that exceeded proceeds from sale and redemption of investment securities. (Cash flow from financing activities) Net cash used in financing activities during the six months ended September 30, 2025 was ¥38.0 billion due to purchase of treasury shares, repayments of long-term borrowings and dividends paid. (4) Explanation of Consolidated Financial Results Forecast and Other Forward-looking Information In consideration of recent performance trends, a revision will be made to the forecasts for financial results announced on October 16, 2025. For details, please refer to the separate “Notice Regarding Revision to the Consolidated Financial Results Forecast for the Fiscal Year Ending March 31, 2026” published today.
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5 2. Semi-annual Consolidated Financial Statements and Primary Notes (1) Semi-annual Consolidated Balance Sheets (Million yen) As of March 31, 2025 As of September 30, 2025 Assets Current assets Cash and deposits 768,989 368,515 Notes and accounts receivable - trade, and contract assets 439,703 445,891 Securities 9,600 6,274 Merchandise and finished goods 61,782 78,188 Work in process 31,707 40,056 Raw materials and supplies 47,138 65,932 Other 55,084 69,277 Allowance for doubtful accounts (7,100) (7,457) Total current assets 1,406,905 1,066,680 Non-current assets Property, plant and equipment Buildings and structures, net 195,516 207,768 Machinery, equipment and vehicles, net 173,413 220,955 Land 137,210 140,584 Construction in progress 83,210 85,185 Other, net 31,649 33,020 Total property, plant and equipment 620,999 687,514 Intangible assets Goodwill 22,363 199,323 Other 64,898 83,297 Total intangible assets 87,261 282,620 Investments and other assets Investment securities 310,633 307,194 Other 89,522 111,553 Allowance for doubtful accounts (235) (233) Total investments and other assets 399,920 418,514 Total non-current assets 1,108,181 1,388,649 Total assets 2,515,087 2,455,329
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6 (Million yen) As of March 31, 2025 As of September 30, 2025 Liabilities Current liabilities Notes and accounts payable - trade 178,688 170,936 Short-term borrowings 312,764 206,403 Current portion of long-term borrowings 27,160 18,782 Income taxes payable 71,222 19,321 Provision for bonuses 30,287 30,700 Other provisions 2,713 5,849 Other 200,046 179,464 Total current liabilities 822,884 631,459 Non-current liabilities Bonds payable 50,000 50,000 Long-term borrowings 77,672 192,625 Retirement benefit liability 52,625 53,907 Provision for share awards 4,623 6,172 Other provisions 12,058 8,769 Other 76,615 103,912 Total non-current liabilities 273,594 415,387 Total liabilities 1,096,479 1,046,846 Net assets Shareholders’ equity Share capital 104,986 104,986 Capital surplus 119,984 119,984 Retained earnings 1,047,468 964,113 Treasury shares (114,304) (32,771) Total shareholders’ equity 1,158,135 1,156,313 Accumulated other comprehensive income Valuation difference on available-for-sale securities 73,145 72,548 Deferred gains or losses on hedges (3,700) (648) Foreign currency translation adjustment 58,963 41,799 Remeasurements of defined benefit plans 7,011 6,866 Total accumulated other comprehensive income 135,419 120,565 Share acquisition rights 4 4 Non-controlling interests 125,049 131,600 Total net assets 1,418,608 1,408,483 Total liabilities and net assets 2,515,087 2,455,329
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7 (2) Semi-annual Consolidated Statements of Income and Comprehensive Income Semi-annual Consolidated Statements of Income Six Months Ended September 30 (Million yen) For the six months ended September 30, 2024 For the six months ended September 30, 2025 Net sales 828,026 863,619 Cost of sales 636,809 660,433 Gross profit 191,217 203,185 Selling, general and administrative expenses Freight costs 13,535 14,079 Provision of allowance for doubtful accounts (424) 499 Remuneration, salaries and allowances for directors (and other officers) 56,576 58,969 Provision for bonuses 9,505 10,375 Provision for bonuses for directors (and other officers) 236 350 Retirement benefit expenses 2,319 2,500 Provision for retirement benefits for directors (and other officers) 177 150 Travel expenses 3,073 3,343 Research and development expenses 9,769 9,368 Other 68,019 78,761 Total selling, general and administrative expenses 162,788 178,398 Operating profit 28,429 24,787 Non-operating income Interest income 3,716 3,385 Dividend income 2,477 1,980 Share of profit of entities accounted for using equity method 555 473 Foreign exchange gains 3,915 4,222 Other 1,593 2,954 Total non-operating income 12,259 13,016 Non-operating expenses Interest expenses 2,668 4,141 Loss on derivatives 1,848 2,233 Other 3,646 5,308 Total non-operating expenses 8,163 11,683 Ordinary profit 32,526 26,120
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8 (Million yen) For the six months ended September 30, 2024 For the six months ended September 30, 2025 Extraordinary income Gain on sale of non-current assets 1,593 114 Gain on valuation of investment securities – 483 Gain on sale of investment securities 31,396 24,625 Insurance claim income – 61 Reversal of special retirement expenses 5 26 Subsidy income – 19 Gain on reversal of environmental expenses – 6 Total extraordinary income 32,994 25,336 Extraordinary losses Loss on sale and retirement of non-current assets 1,635 880 Loss on tax purpose reduction entry of non-current assets – 19 Loss on sale of investment securities 519 383 Loss on valuation of investment securities 567 151 Impairment losses 984 475 Extra retirement payments 220 1,073 Loss on liquidation of subsidiaries and associates – 86 Provision of allowance for loss on sales of shares of subsidiaries and associates – 63 Loss on sale of shares of subsidiaries and associates 90 0 Loss on disaster 101 – Loss on change in equity 5 – Total extraordinary losses 4,124 3,135 Profit before income taxes 61,396 48,322 Income taxes - current 22,628 15,656 Income taxes - deferred 1,013 (1,278) Total income taxes 23,642 14,378 Profit 37,754 33,943 Profit attributable to non-controlling interests 4,849 4,053 Profit attributable to owners of parent 32,904 29,890
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9 Semi-annual Consolidated Statements of Comprehensive Income Six Months Ended September 30 (Million yen) For the six months ended September 30, 2024 For the six months ended September 30, 2025 Profit 37,754 33,943 Other comprehensive income Valuation difference on available-for-sale securities 6,974 (837) Deferred gains or losses on hedges 6 3,051 Foreign currency translation adjustment 613 (17,914) Remeasurements of defined benefit plans, net of tax (480) 108 Share of other comprehensive income of entities accounted for using equity method (923) 1,287 Total other comprehensive income 6,190 (14,304) Comprehensive income 43,944 19,639 Comprehensive income attributable to Comprehensive income attributable to owners of parent 42,929 15,036 Comprehensive income attributable to non-controlling interests 1,015 4,603
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10 (3) Semi-annual Consolidated Statements of Cash Flows (Million yen) For the six months ended September 30, 2024 For the six months ended September 30, 2025 Cash flows from operating activities Profit before income taxes 61,396 48,322 Depreciation 38,830 38,803 Impairment losses 984 475 Amortization of goodwill 1,857 5,092 Increase (decrease) in retirement benefit liability 1,096 1,224 Decrease (increase) in retirement benefit asset (981) (304) Increase (decrease) in allowance for doubtful accounts (654) 87 Interest and dividend income (6,194) (5,366) Share of loss (profit) of entities accounted for using equity method (555) (473) Loss (gain) on sale of investment securities (30,876) (24,242) Loss (gain) on sale and retirement of non-current assets 42 766 Loss on tax purpose reduction entry of non-current assets – 19 Subsidy income – (19) Loss (gain) on sale of shares of subsidiaries and associates 90 0 Decrease (increase) in accounts receivable - trade, and contract assets 45,067 25,045 Decrease (increase) in inventories (11,608) (8,164) Increase (decrease) in trade payables (22,193) (37,758) Increase (decrease) in contract liabilities 4,539 394 Increase (decrease) in deposits received (21,301) 2,036 Other, net (2,941) 10,531 Subtotal 56,596 56,471 Interest and dividends received 6,322 5,391 Interest paid (2,655) (3,571) Income taxes refund (paid) (20,025) (67,010) Net cash provided by (used in) operating activities 40,237 (8,719) Cash flows from investing activities Payments into time deposits (12,098) (3,961) Proceeds from withdrawal of time deposits 8,061 1,962 Purchase of securities – (2,000) Proceeds from sale of securities 12,037 2,000 Purchase of property, plant and equipment (75,936) (87,956) Proceeds from sale of property, plant and equipment 2,300 2,490 Purchase of intangible assets (8,678) (9,245) Purchase of investment securities (1,887) (1,570) Proceeds from sale and redemption of investment securities 54,500 30,565 Purchase of shares of subsidiaries resulting in change in scope of consolidation – (288,541) Proceeds from sale of shares of subsidiaries resulting in change in scope of consolidation 388 – Purchase of shares of unconsolidated subsidiaries (47) – Subsidies received – 19 Other, net 2,056 (5,240) Net cash provided by (used in) investing activities (19,302) (361,477)
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11 (Million yen) For the six months ended September 30, 2024 For the six months ended September 30, 2025 Cash flows from financing activities Net increase (decrease) in short-term borrowings (1,400) (111,866) Proceeds from long-term borrowings 1,055 123,845 Repayments of long-term borrowings (32,751) (15,582) Purchase of treasury shares (54,804) (17,169) Expense by acquisition of repurchased stock of consolidated subsidiary (9,379) – Purchase of shares of subsidiaries not resulting in change in scope of consolidation (6) (31) Dividends paid (7,624) (9,356) Dividends paid to non-controlling interests (651) (1,552) Other, net (2,728) (6,340) Net cash provided by (used in) financing activities (108,292) (38,054) Effect of exchange rate change on cash and cash equivalents (616) 1,945 Net increase (decrease) in cash and cash equivalents (87,974) (406,305) Cash and cash equivalents at beginning of period 522,818 753,125 Cash and cash equivalents at end of period 434,843 346,820
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12 (4) Notes to the Semi-annual Consolidated Financial Statements (Notes on Going Concern Assumption) There is no relevant information. (Notes in the Case of Significant Changes in Shareholders’ Equity) (Purchase of treasury shares) The Company acquired 4,517,400 treasury shares in accordance with a resolution of the Board of Directors at its meeting held on May 14, 2025. This resulted in an increase of ¥17,158 million in treasury shares during the six months ended September 30, 2025. (Cancellation of treasury shares) The Company retired 24,000,000 treasury shares on May 26, 2025, in accordance with a resolution of the Board of Directors at its meeting held on May 14, 2025. As a result, retained earnings and treasury shares decreased by ¥98,656 million and ¥98,656 million, respectively, in the six months ended September 30, 2025. The resulting capital surplus, retained earnings and treasury shares at the end of the second quarter of the fiscal year under review were ¥119,984 million, ¥964,113 million, and ¥32,771 million, respectively. (Notes on Changes in Accounting Policies) (Change in the method of currency conversion into Japanese yen for income and expenses of foreign subsidiaries and associates) Income and expenses of foreign subsidiaries and associates were previously converted into Japanese yen using the spot exchange rate on the financial closing date. Taking into consideration the increasing significance of foreign subsidiaries and associates, and recent sharp fluctuations of currency exchange rates, the Company changed the method of currency conversion into Japanese yen to the one that applies the average exchange rate during the period in order to appropriately reflect the business results of foreign subsidiaries and associates in the consolidated financial statements from the the beginning of the six months ended September 30, 2025. This accounting policy change was applied retrospectively and the semi-annual consolidated financial statements for the six months ended September 30, 2024 and the consolidated financial statements for the fiscal year ended March 31, 2024 were restated. As a result, compared with the figures before the retrospective application, for the six months ended September 30, 2024, net sales, operating profit, ordinary profit, profit before income taxes, and profit attributable to owners of parent increased by ¥ 1,885 million, ¥675 million, ¥612 million, ¥641 million, and ¥526 million, respectively. The effect on per share information is negligible. Moreover, for the fiscal year ended March 31, 2024, the beginning balance of retained earnings de creased by ¥290 million and that of foreign currency translation adjustment increased by the same amount.
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13 (Notes on Statements of Cash Flows) * Relationship between “Cash and cash equivalents at end of period” and account items listed in the Semi -annual Consolidated Balance Sheets (Million yen) For the six months ended September 30, 2024 For the six months ended September 30, 2025 Cash and deposits 455,913 368,515 Securities 4,740 6,274 Total 460,654 374,790 Escrow account (account with restrictions on remittances and withdrawals) (58) – Time deposits whose deposit period is more than three months (22,932) (25,769) Bonds, etc. whose redemption period exceeds three months (2,820) (2,200) Cash and cash equivalents 434,843 346,820
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14 (Notes on Segment Information, Etc.) I. For the six months ended September 30, 2024 1. Information on net sales and profit (loss) by reportable segment (Million yen) Reportable segment Adjustment (Note) Amount recorded in Semi-annual Consolidated Statements of Income Information & Communication Living & Industry Electronics Total Net sales Net sales to outside customers 417,561 271,694 138,770 828,026 – 828,026 Inter-segment net sales or transfers 7,808 4,085 202 12,096 (12,096) – Total 425,370 275,779 138,973 840,123 (12,096) 828,026 Segment profit (Operating profit) 10,367 15,720 25,224 51,313 (22,883) 28,429 (Note) The adjustment for segment profit includes corporate expenses in the amount of -¥23,361 million not allocated to the reportable segments. The relevant corporate expenses are mainly costs relating to the Company’s head office sections and basic research sections. II. For the six months ended September 30, 2025 1. Information on net sales and profit (loss) by reportable segment (Million yen) Reportable segment Adjustment (Note) Amount recorded in Semi-annual Consolidated Statements of Income Information & Communication Living & Industry Electronics Total Net sales Net sales to outside customers 417,946 326,860 118,812 863,619 – 863,619 Inter-segment net sales or transfers 7,552 3,733 126 11,412 (11,412) – Total 425,498 330,594 118,939 875,032 (11,412) 863,619 Segment profit (Operating profit) 10,941 14,876 20,472 46,290 (21,503) 24,787 (Note) The adjustment for segment profit includes corporate expenses in the amount of -¥21,348 million not allocated to the reportable segments. The relevant corporate expenses are mainly costs relating to the Company’s head office sections and basic research sections.
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15 2. Change in reportable segment (Change in the method of currency conversion into Japanese yen for income and expenses of foreign subsidiaries and associates) As stated in the Notes on Changes in Accounting Policies, effective from the beginning of the six months ended September 30, 2025, the Company changed the method of currency conversion into Japanese yen for income and expenses of foreign subsidiaries and associates from the method that applies the spot exchange rate on the financial closing date to the method that applies the average exchange rate during the period. For the segment information for the six months ended September 30, 2024, this accounting policy change was applied retrospectively and the segment information after the retrospective application is presented. As a result, compared with the figures before the retrospective application, net sales to outside customers for the six months ended September 30, 2024 decreased by ¥2,937 million for the Information & Communication segment, and increased by ¥ 1,046 million and ¥ 3,777 million for the Living & Industry segment and the Electronics segment, respectively. Segment profit (Operating profit) decreased by ¥153 million for the Information & Communication segment, and increased by ¥58 million and ¥740 million for the Living & Industry segment and the Electronics segment, respectively. 3. Information Regarding Assets for Each Reportable Segment During the six months ended September 30, 2025, TOPPAN Packaging USA Inc. and 26 other companies were included in the scope of consolidation due to the acquisition of shares and businesses. As a result, compared to the end of the previous fiscal year, the amount of assets in the Living & Industry s egment increased by 143,466 million yen during the six months ended September 30, 2025. The amount of the increase resulting from these acquisitions represents the value of assets recognized as of the business combination date. 4. Information Regarding Impairment Loss of Non-Current Assets or Goodwill, Etc. for Each Reportable Segment (Significant changes in the amount of goodwill) In the Living & Industry segment, the shares and businesses of TOPPAN Packaging USA Inc. and 26 other companies were acquired during the six months ended September 30, 2025. As a result, goodwill increased by 181,702 million yen. It should be noted that the amount of goodwill is a provisional figure, as the allocation of the acquisition cost had not been finalized as of the end of the second quarter of the fiscal year under review .
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16 (Business Combinations, Etc.) (Business combination through share acquisition) On December 18, 2024 (U.S. time), the Company concluded an agreement with Sonoco Products Company (“Sonoco”), an operator of consumer packaging business and industrial paper packaging business mainly in the United States, on the acquisition of shares of certain Sonoco subsidiaries and a business transfer (collectively the “Acquisition”) for the purpose of acquiring the thermoformed and flexible packaging business (the “TFP business”) from Sonoco. The Acquisition was completed as of April 1, 2025. 1. Overview of the Acquisition (1) Names of companies acquired, names after acquisition, percentage shares of voting rights acquired, and business descriptions (i) Name of acquired company: Sonoco do Brasil Participações Ltda., and its four subsidiaries Name after acquisition: TOPPAN Packaging do Brasil Ltda. Percentage share of voting rights acquired: 100.0% Business description: Flexibles including lidding, complex laminations, cold sealing, pouching and special finishing (ii) Name of acquired company: Sonoco Flexible Packaging Canada Corporation Name after acquisition: TOPPAN Packaging Canada Corporation Percentage share of voting rights acquired: 100.0% Business description: Flexibles including lidding, complex laminations, cold sealing, pouching and special finishing (iii) Name of acquired company: Sonoco Flexible Packaging Co., Inc., and its three subsidiaries Name after acquisition: TOPPAN Packaging USA Inc. Percentage share of voting rights acquired: 100.0% Business description: Flexibles including lidding, complex laminations, cold sealing, pouching and special finishing (iv) Name of acquired company: Sonoco Graphics India Private Limited Name after acquisition: TOPPAN Trident India Graphics Private Limited Percentage share of voting rights acquired: 91.0% Business description: Design and creative production providing graphic design to food and retail packaging brands (v) Name of acquired company: Sonoco Plastics, Inc., and its eight subsidiaries Name after acquisition: TOPPAN Thermoformed Packaging Inc. Percentage share of voting rights acquired: 100.0% Business description: Thermoformed packaging including trays, food containers, clamshells, portion control cups and egg packs (vi) Name of acquired company: Sonoco TEQ Holdings Limited and its two subsidiaries Name after acquisition: TOPPAN TEQ Holdings Limited Percentage share of voting rights acquired: 100.0% Business description: Thermoformed packaging including trays, food containers, clamshells, portion control cups and egg packs (vii) Name of acquired company: Tegrant Alloyd Brands, Inc., and its three subsidiaries Name after acquisition: Tegrant Alloyd Brands, Inc. Percentage share of voting rights acquired: 100.0% Business description: Thermoformed packaging specializing in blister packaging and heat seal packaging
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17 (2) Reasons for the business combination Defining Digital & Sustainable Transformation (“DX” and “SX”) as the key concept of its Medium Term Plan, the Company aims to be a leader in providing solutions to social issues worldwide through DX and SX. In the current Medium Term Plan (fiscal year ende d March 2024 to fiscal year ending March 2026) the DX business, the SX and overseas Living & Industry business, and the semiconductor -related business are positioned as growth businesses as the Company pursues transformation of its business portfolio. In response to heightened global consciousness of environmental conservation in recent years, customers including global blue-chip brands in the overseas Living & Industry business expect the Company to take action focused on the environment, particularly in the growing area of flexible packaging. As part of its global strategy for eco- friendly and sustainable packaging, the Company aims to enhance its technological edge and cost competitiveness by establishing robust global supply chain capabilities. These include film extrusion, barrier processing, and packaging manufacturing in markets across the globe. This approach is designed to strengthen local production and promote local consumption in every region worldwide. To maintain its growth in the future, the Company examined the creation of opportunities for expanding business in the Americas, which has a large addressable market. The Company decided to acquire the TFP business from Sonoco, a world-leading packaging manufacturer based in the United States that operates worldwide. Through the Acquisition, the Company will leverage TFP’s robust customer and manufacturing bases centered on the North and South America markets to bolster sustainable packaging operations globally and expand the business by responding to the sustainability needs of CPG clients globally. (3) Date of the business combination April 1, 2025 (4) Legal form of the business combination Acquisition of shares and transfer of business for cash consideration (5) Primary rationale and background for determining the acquirer for accounting purposes The primary rationale for determining the acquirer for accounting purposes is that the consolidated subsidiaries, TOPPAN Packaging Americas Holdings Inc. and TOPPAN Thermoformed Packaging Holdings Inc. acquired the shares and business of the acquired companies in exchange for cash consideration. 2. Reporting period during which the acquired companies’ operating results were consolidated into the Semi -annual Consolidated Statement of Income for the six months ended September 30, 2025 From April 1, 2025 to June 30, 2025 3. Costs of the acquisition of acquired companies and breakdown by type of consideration Consideration for acquisition Cash 1,842 million US dollars Acquisition cost 1,842 million US dollars * The acquisition cost has not yet been finalized because the adjustment to the acquisition price, as specified in the agreement, is still under detailed review. 4. Nature and amount of material acquisition-related costs Advisory and other expenses ¥1,512 million 5. Method of funding and payment The funds for the Acquisition were provided through bank borrowings and internal funds.
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18 6. Amount, reasons for recognition, method and period of amortization of goodwill recognized (1) Amount of goodwill recognized ¥181,702 million TOPPAN Packaging Americas Holdings Inc. (Flexible Packaging Business): ¥ 111,899 million TOPPAN Thermoformed Packaging Holdings Inc. (Thermoformed Packaging Business): ¥69,802 million * The amount of goodwill is the amount tentatively calculated because the allocation of the acquisition cost had not been completed as of the end of the second quarter of the fiscal year under review. (2) Reasons for recognition Goodwill was recognized on the basis of the anticipated excess earnings power generated by planned business development efforts. (3) Method and period of amortization TOPPAN Packaging Americas Holdings Inc. (Flexible Packaging Business): The straight-line method over a 13-year period TOPPAN Thermoformed Packaging Holdings Inc. (Thermoformed Packaging Business): The straight-line method over a 16-year period * The amortization period has not yet been finalized because the adjustment to the acquisition price is still under detailed review as of the end of the second quarter of the fiscal year under review. 7. Breakdown of amounts recognized for assets acquired and liabilities assumed as of the business combination date (Million yen) Current assets 73,660 Non-current assets 69,805 Total assets 143,466 Current liabilities 33,743 Non-current liabilities 15,952 Total liabilities 49,695
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19 (Notes on Additional Information) (Merger of consolidated subsidiaries) At its meeting held on March 13, 2025, the Company’s Board of Directors resolved to implement an absorption-type merger effective as of April 1, 2026 (planned), with TOPPAN Inc. as the surviving company and TOPPAN Edge Inc. and TOPPAN Digital Inc. as the absorbed companies. On September 25, 2025, these wholly-owned subsidiaries of the Company concluded an absorption-type merger agreement concerning the said absorption-type merger. 1. Purpose of the absorption-type merger The purpose is to create synergies across the entire Group and accelerate the enhancement of the Group’s competitive edge, with a particular emphasis on the Information & Communication segment, by integrating management resources and customer bases of the three companies, thereby driving further growth of the Group. 2. Structuring of the absorption-type merger TOPPAN Inc., as the surviving company, will absorb TOPPAN Edge Inc. and TOPPAN Digital Inc., as the absorbed companies. 3. Share allotment in the absorption-type merger Being a merger among the Company’s wholly owned subsidiaries, there will be no issuance of new shares or distribution of monies. 4. Effective date of the absorption-type merger April 1, 2026 (planned) 5. Status of assets and liabilities transferred in the absorption-type merger TOPPAN Edge Inc Assets Liabilities Item Book value (Million yen) Item Book value (Million yen) Current assets 113,255 Current liabilities 43,632 Non-current assets 139,209 Non-current liabilities 2,341 Total 252,465 Total 45,974 TOPPAN Digital Inc. Assets Liabilities Item Book value (Million yen) Item Book value (Million yen) Current assets 6,251 Current liabilities 8,785 Non-current assets 6,271 Non-current liabilities 1,389 Total 12,522 Total 10,174 (Note) The above amounts are calculated based on the balance sheet s as of March 31, 2025. The actual amounts of assets and liabilities to be transferred will reflect any increases or decreases occurring up to the effective date of the absorption-type merger.
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20 6. Overview of the companies involved in the absorption-type merger Surviving company Absorbed company Absorbed company Trade name TOPPAN Inc. TOPPAN Edge Inc. TOPPAN Digital Inc. Registered office location 1-5-1 Taito, Taito-ku, Tokyo, Japan 1-7-3 Higashi-Shinbashi Minato-ku, Tokyo, Japan 1-5-1 Taito, Taito-ku, Tokyo, Japan Representative Satoshi Oya President & Representative Director Masanori Saito President & Representative Director Kazunori Sakai President & Representative Director Business Information & Communication, Living & Industry, and Electronics Information Solutions, Hybrid BPO, Communication Media, and Security Products Formulation of DX business strategy for the TOPPAN Group, creation and promotion of DX projects, research and development on DX, provision of IT infrastructure Capital ¥500 million ¥500 million ¥500 million Fiscal year end March 31 March 31 March 31 (Notes on Significant Subsequent Events) (Issuance of bonds) At its meeting held on November 13, 2025, the Company’s Board of Directors adopted a blanket resolution regarding the issuance of domestic unsecured straight bonds as follows. 1. Total issuance amount Up to ¥80,000 million (provided that issuance may be divided into multiple tranches within this limit) 2. Planned issuance period From November 17, 2025, to March 31, 2026 3. Coupon Government bond yield corresponding to the bond maturity period +1.0% or less 4. Issue price ¥100 per ¥100 face value of each bond 5. Maturity period Within 10 years 6. Redemption method Redemption in full at maturity 7. Collateral No collateral or guarantee provided 8. Use of funds Repayment of borrowings, etc. 9. Other Subject to the Act on Book Entry of Corporate Bonds and Shares. Matters listed in each item of Article 676 of the Companies Act and all other matters necessary for the bond issuance shall be entrusted to the Director, Senior Managing Executive Officer & CFO.
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21 (Significant changes in the scope of consolidation) Tekscend Photomask Corp. (“TPC”) (securities code: 429A), which was a consolidated subsidiary of the C ompany, was listed on the Tokyo Stock Exchange Prime Market on October 16, 2025. Consequently, due to the issuance of shares offered in connection with this listing, s ales of shares in Japan and overseas underwritten by the underwriters, and the sale of shares through an over -allotment option, the percentage of voting rights of TPC held by the Company fell below 50% and the Company no longer has a controlling interest in TPC . Therefore, TPC has transitioned from a consolidated subsidiary of the Company to an equity-method associate. 1. Purpose of listing Since commencing its photomask business in 1961 as one of the Company’ s divisions, TPC has leveraged its advanced technological capabilities to expand its manufacturing bases from Japan to Europe, the Americas and Asia, supporting the growth of the semiconductor industry through its spin-off and subsequent development. In recent years, the global semiconductor market has expanded rapidly due to technological advancements like AI and 5G, accelerating digital innovation across various end markets. Photomasks are essential components in the lithography process of semiconductor manufacturing. As the semiconductor market grows, the photomask market is also entering a new phase. To achieve continuous business expansion and growth, it is essential to accurately grasp changes in the market environment and customer needs, enabling even more rapid and flexible R&D investment and capital investment than before. The stock listing aims to enable TPC to continue swiftly executing investments that capture market needs and achieve further growth and enhanced competitiveness as an independent corporate entity. The Company expects that enhancing TPC’s corporate value will ultimately contribute to enhancing the corporate value of the TOPPAN Group. 2. Overview of TPC Company name Tekscend Photomask Corp. Head office address 5-2, Higashishimbashi 1-chome, Minato-ku, Tokyo Establishment December 13, 2021 Representative Teruo Ninomiya Representative Director, President & CEO Share capital ¥10.4 billion Shares listed Tekscend Photomask Corp. Common shares Listed market Tokyo Stock Exchange Prime Market Securities code 429A Listing date October 16, 2025 Business outline Manufacture and sale of photomasks for semiconductors Number of employees 489 employees, consolidated: 1,899 employees (as of August 31, 2025) Major shareholder and the percentage of voting rights held TOPPAN Holdings, Inc. Others 46.6% 53.4% Relationship between the Company and TPC Capital relationship The Company owns 46,237,901 shares ( 46.6% of voting rights) of TPC. Personnel relationship One of the directors of the Company concurrently serves as a director of TPC. Business relationship TPC’s Asaka Plant is located within the premises of the Company’s Asaka Plant, with TPC leasing the land and some buildings from the Company.
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22 3. Number of shares held by the Company and the percentage of voting rights held Number of shares held by the Company Percentage of voting rights held Before listing 46,237,901 shares 50.1% After listing 46,237,901 shares 46.6% 4. Reportable segment in which TPC was included Electronics 5. Impact on the consolidated financial statements The impact of this matter on the consolidated financial statements for the current fiscal year is currently under review.