T Gaia : Annual Securities Report for the 32nd fiscal year (from April 1, 2022 to March 31, 2023)

Annual Securities Report

(Report in accordance with Article 24, paragraph (1) of

the Financial Instruments and Exchange Act)

The 32nd fiscal year (from April 1, 2022 to March 31, 2023)

T-Gaia Corporation

E05392

【社外秘/CONFIDENTIAL】T-Gaia Corp.

	Table of Contents
Cover page
Part One Company Information	1
I. Company Overview	1
1.	Changes in Key Financial Data, etc	1
2.	History	3
3.	Business Description	4
4.	Overview of Associated Companies	6
5.	Data on Employees	7
II. Business Overview	9
1.	Management Policies, Business Environment, Issues to Be Addressed, Etc	9
2	Concept and measures of sustainability	14
3	Risk Factors for Our Business, etc	20
4	Management's Analysis of Financial Position, Operational Results, and Cash Flows	23
5.	Operationally Important Contracts, etc	29
6.	Research and Development Activities	29
III. Property, Plant and Equipment	30
1.	Overview of Capital Investments, etc	30
2.	Major Property, Plant and Equipment	30
3.	Planned Facility Addition, Retirement, etc	31
Ⅳ. Information About Reporting Company	32
1.	Company's Shares, etc	32
(1)	Total number of shares, etc	32
(2)	Share acquisition rights	32
(3)	Exercise status of moving strike bonds with share acquisition rights	32
(4)	Changes in total number of outstanding shares, share capital, and legal capital surplus	32
(5)	Shareholding by shareholder category	33
(6)	Information about major shareholders	33
(7)	Voting rights	34
2.	Acquisition and Disposal of Treasury Shares	35
(1)	Acquisition by resolution of shareholders meeting	35
(2)	Acquisition by resolution of Board of Directors meeting	35
(3)	Acquisition not based on resolution of shareholders meeting or Board of Directors meeting	35
(4)	Disposal of acquired treasury shares and number of treasury shares held	35
3.	Dividend Policy	35
4.	Corporate Governance	37
(1)	Overview of corporate governance	37
(2)	Information about Officers	45
(3)	Audits	55
(4)	Remuneration, etc. for Officers	59
(5)	Stockholdings	61
V. Financial Information	64
1.	Consolidated financial statements and other information	65
(1)	Consolidated financial statements	65
(2)	Other	105
VI. Outline of Stock-RelatedAdministration of Reporting Company	106
VII. Reference Information on Reporting Company	107
1.	Information on the Parent Company, etc., of Reporting Company	107
2.	Other Reference Information	107
Part Two Information on Guarantee Companies etc., for Reporting Company	108
Audit Report
Confirmation Letter
Internal Control Report

【社外秘/CONFIDENTIAL】T-Gaia Corp.

Cover

Document Filed	Annual Securities Report
Applicable Law	Article 24, Paragraph 1 of the Financial Instruments and Exchange Act
Filed to	Director-General, Kanto Local Finance Bureau
Filing Date	June 22, 2023
Fiscal Year	The 32nd Fiscal year (From April 1, 2022 to March 31, 2023)
Company Name	株式会社ティーガイア (Kabushiki Kaisha T-Gaia)
Company Name in English	T-Gaia Corporation
Title and Name of Representative	Masato Ishida, President and Representative Director
Address of Head Office	1-18 Ebisu 4-chome,Shibuya-ku, Tokyo
Telephone Number	[phone]
Contact Person	Hiroyuki Sugai, Director, Executive Vice President, CFO
Nearest Contact Place	1-18 Ebisu 4-chome,Shibuya-ku, Tokyo
Telephone Number	[phone]
Contact Person	Hiroyuki Sugai, Director, Executive Vice President, CFO
Place Where Available for Public Inspection	T-Gaia Corporation, Tokai Regional Headquarters
	(11-11 Nishiki 1-chome,Naka-ku, Nagoya City, Aichi Prefecture)
	T-Gaia Corporation, West Japan Regional Headquarters
	(6-20 Dojima 1-chome,Kita-ku, Osaka City, Osaka Prefecture)
	Tokyo Stock Exchange, Inc.
	(2-1 Nihombashi Kabuto-cho,Chuo-ku, Tokyo)

【社外秘/CONFIDENTIAL】T-Gaia Corp.

Part One Company Information

I. Company Overview

1. Changes in Key Financial Data, etc.

1. Consolidated financial data, etc.

Business term	28th	29th	30th	31st	32nd
		Year ended	Year ended	Year ended	Year ended	Year ended
Fiscal year		March 31,	March 31,	March 31,	March 31,	March 31,
		2019	2020	2021	2022	2023
Net sales	(millions of yen)	526,929	474,150	422,973	476,464	453,604
Ordinary profit	(millions of yen)	20,593	19,194	19,793	15,381	11,637
Profit attributable to owners of parent	13,842	12,628	13,042	10,579	7,938
	(millions of yen)
Comprehensive income	(millions of yen)	13,858	12,555	13,197	10,579	7,959
Net assets	(millions of yen)	46,745	55,102	64,026	70,483	74,887
Total assets	(millions of yen)	178,994	181,378	233,826	241,277	246,068
Net assets per share	(yen)	838.54	988.23	1,148.26	1,263.30	1,333.28
Earnings per share	(yen)	248.40	226.59	234.01	189.74	142.31
Diluted earnings per share	(yen)	-	-	-	-	-
Equity ratio	(%)	26.1	30.4	27.4	29.2	30.2
Return on equity	(%)	33.3	24.8	21.9	15.7	11.0
Price-earnings ratio	(times)	7.4	9.0	8.2	8.6	11.7
Cash flows from operating activities	20,483	30,998	19,338	18,864	9,996
	(millions of yen)
Cash flows from investing activities	(3,479)	(4,642)	(32,711)	(2,484)	(3,558)
	(millions of yen)
Cash flows from financing activities	(8,296)	(8,868)	17,849	(7,931)	(17,165)
	(millions of yen)
Cash and cash equivalents at end of period	25,482	43,125	47,601	56,162	45,652
	(millions of yen)
Number of employees	(persons)	3,884	4,090	5,088	5,056	4,955
[Separately, average number of temporary	[2,435]	[2,155]	[2,193]	[2,103]	[2,072]
employees]
(Note) Information on diluted earnings per share is omitted as there are no dilutive shares.

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【社外秘/CONFIDENTIAL】T-Gaia Corp.

(2) The reporting company's key financial data, etc.

	Business term	28th	29th	30th	31st	32nd
			Year ended	Year ended	Year ended	Year ended	Year ended
	Fiscal year	March 31,	March 31,	March 31,	March 31,	March 31,
			2019	2020	2021	2022	2023
Net sales		(millions of yen)	521,716	469,580	399,307	471,907	447,773
Ordinary profit	(millions of yen)	16,741	16,986	16,928	13,252	10,021
Profit		(millions of yen)	11,280	11,660	11,397	9,590	6,652
Share capital	(millions of yen)	3,154	3,154	3,154	3,154	3,154
Total number of outstanding shares	79,074,000	56,074,000	56,074,000	56,074,000	56,074,000
		(shares)
Net assets		(millions of yen)	44,532	51,898	59,269	64,688	67,255
Total assets		(millions of yen)	129,914	125,478	169,442	170,068	161,337
Net assets per share	(yen)	799.09	931.21	1,063.41	1,160.02	1,205.48
Dividend per share	(yen)	75.00	75.00	75.00	75.00	75.00
[Interim dividend per share]	[36.50]	[37.50]	[37.50]	[37.50]	[37.50]
Earnings per share	(yen)	202.41	209.23	204.49	172.00	119.25
Diluted earnings per share	-	-	-	-	-
		(yen)
Equity ratio		(%)	34.3	41.4	35.0	38.0	41.7
Return on equity	(%)	27.7	24.2	20.5	15.5	10.1
Price-earnings ratio	(times)	9.1	9.8	9.4	9.5	14.0
Dividend payout ratio	(%)	37.1	35.8	36.7	43.6	62.9
Number of employees	(persons)	3,725	3,895	4,181	4,227	4,525
[Separately,	average	number of temporary	[2,388]	[2,098]	[2,066]	[2,001]	[1,976]
employees]
Total shareholder return	64.5	74.2	72.3	65.4	69.1
		(%)
[Comparative index: TOPIX]	[92.7]	[81.7]	[113.8]	[113.4]	[116.7]
		(%)
Highest stock price	(yen)	3,230	2,844	2,338	2,081	1,893
Lowest stock price	(yen)	1,832	1,638	1,761	1,585	1,593
(Notes) 1.	Information on diluted earnings per share is omitted as there are no dilutive shares.

2. The highest and lowest stock prices are those on the Tokyo Stock Exchange Prime Market from April 4, 2022, and those before that date were on the First Section of the Tokyo Stock Exchange.

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【社外秘/CONFIDENTIAL】T-Gaia Corp.