Komatsu : > Annual Securities Report from April 1, 2023 to March 31, 2024

(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.

Annual Securities Report

From April 1, 2023 to March 31, 2024

(The 155th Fiscal Year)

KOMATSU LTD.

E01532

The 155th Fiscal Year (from April 1, 2023 to March 31, 2024)

Annual Securities Report

1. This is an English translation of the Annual Securities Report ("Yukashoken Hokokusho") filed via the Electronic Disclosure for Investors' Network ("EDINET") system as set forth in Article 27-30-2 of the Financial Instruments and Exchange Act of Japan. The translation includes a table of contents and pagination that are not included in the electronic filing.
2. Appended to the back of this document, are English translations of the auditors' report that was attached to the Annual 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 Annual Securities Report.

Certain References and Information

This report is prepared for overseas investors and compiled based on contents of the Annual Securities Report ("Yukashoken Hokokusho") of Komatsu Ltd. filed with the Director-General of the Kanto Local Finance Bureau of Japan on June 18, 2024.

In this report, Komatsu Ltd. is hereinafter referred to as the "Company" and together with its consolidated subsidiaries as "Komatsu."

Cautionary Statement with respect to forward-looking statements:

This report contains forward-looking statements that reflect managements' views and assumptions in the light of information currently available with respect to certain future events, including expected financial position, operating results and business strategies. These statements can be identified by the use of terms such as "will," "believes," "should," "projects," "plans," "expects" and similar terms and expressions that identify future events or expectations. Actual results may differ materially from those projected, and the events and results of such forward- looking assumptions cannot be assured. Any forward-looking statements speak only as of the date of this report, and the Company assumes no duty to update such statements.

Factors that may cause actual results to differ materially from those predicted by such forward-looking statements include, but are not limited to, unanticipated changes in demand for Komatsu's principal products, owing to changes in the economic conditions in Komatsu's principal markets; changes in exchange rates or the impact of increased competition; unanticipated costs or delays encountered in achieving Komatsu's objectives with respect to globalized product sourcing and new information technology tools; uncertainties as to the results of Komatsu's research and development efforts and its ability to access and protect certain intellectual property rights; the impact of regulatory changes and accounting principles and practices; and the introduction, success and timing of business initiatives and strategies.

Contents

Cover ……………………………………………………………………………………………………………. 1

Part I Company Information …………………………………………………………………………………….. 2

Item 1. Overview of the Company and Its Consolidated Subsidiaries …………………………………….. 2

1. Summary of Business Results ……………………………………………………………………... 2
2. History ……………………………………………………………………………………………... 5
3. Description of Business ……………………………………………………………………………. 6
4. Overview of Subsidiaries and Affiliates …………………………………………………………... 9
5. Employees …………………………………………………………………………………………. 14 Item 2. Business Overview ………………………………………………………………………………… 16

1. Management Policy, Business Environment and Tasks Ahead, etc. ………………………………. 16
2. Approach to and Initiatives for Sustainability ……………………………….…………………….. 22
3. Risk Factors ………………………………………………………………………………………... 31

4. Analyses of Consolidated Financial Position, Operating Results and Cash Flows from the	35
management's perspective …………………………………………………………………………

1. Material Agreements, etc. …………………………………………………………………………. 49
2. Research and Development Activities …………………………………………………………….. 50 Item 3. Property, Plants and Equipment …………………………………………………………………… 53

1. Overview of Capital Investment …………………………………………………………………... 53
2. Major Facilities ……………………………………………………………………………………. 54
3. Plans for Capital Investment, Disposal of Property, Plants and Equipment, etc. …………………. 58 Item 4. Information on the Company ……………………………………………………………………… 59

1. Information on the Company's Share, etc. ………………………………………………………… 59

1. Total number of shares, etc. ……………………………………………………………………... 59
2. Stock acquisition rights, etc. …………………………………………………………………….. 60
3. Exercises, etc., of moving strike convertible bonds, etc. ………………………………………... 65

(4) Changes in number of issued shares, capital stock, etc. ………………………………………… 66

1. Shareholding by shareholder category ………………………………………………………….. 67
2. Major shareholders ……………………………………………………………………………… 68
3. Voting rights …………………………………………………………………………………….. 71

1. Acquisitions, etc. of Treasury Stock ………………………………………………………………. 73
2. Dividend Policy ……………………………………………………………………………………. 75
3. Corporate Governance, etc. ………………………………………………………………………... 76

1. Overview of corporate governance ……………………………………………………………… 76
2. Board of Directors and Audit & Supervisory Board Members …………………………………. 84
3. Conditions of Audits …………………………………………………………………………….. 106
4. Compensation …………………………………………………………………………………… 110
5. Shareholdings …………………………………………………………………………………… 125 Item 5. Financial Information ……………………………………………………………………………… 126

1. Consolidated Financial Statements, etc. …………………………………………………………… 127

1. Consolidated Financial Statements ……………………………………………………………… 127
2. Others ……………………………………………………………………………………………. 193

1. Non-ConsolidatedFinancial Statements, etc. ……………………………………………………… 194

1. Non-ConsolidatedFinancial Statements ………………………………………………………… 194
2. Primary assets and liabilities ……………………………………………………………………. 211
3. Others ……………………………………………………………………………………………. 211 Item 6. Stock-Related Administration for the Company …………………………………………………... 212 Item 7. Reference Information on the Company …………………………………………………………... 213

1. Information on the Parent Company ………………………………………………………………. 213
2. Other Reference Information ………………………………………………………………………. 213

Part II Information on Guarantors, etc., for the Company ……………………………………………………… 214

[Independent Auditors' Report]

[Internal Control Report]

[Confirmation Letter]

Cover

【Document title】	Annual Securities Report ("Yukashoken Hokokusho")
【Clause of stipulation】	Article 24, Paragraph 1 of the Financial Instruments and Exchange
	Act of Japan
【Place of filing】	Director-General of the Kanto Local Finance Bureau
【Filing date】	June 18, 2024
【Fiscal year】	The 155th Fiscal Year (from April 1, 2023 to March 31, 2024)
【Company name】	Kabushiki Kaisha Komatsu Seisakusho
【Company name in English】	KOMATSU LTD.
【Title and name of representative】	Hiroyuki Ogawa, President and Representative Director
【Address of registered head office】	1-2-20, Kaigan, Minato-ku, Tokyo, Japan
【Telephone number】	[phone]
【Name of contact person】	Hiroshi Hosotani, General Manager of Corporate Controlling
	Department
【Nearest place of contact】	1-2-20, Kaigan, Minato-ku, Tokyo, Japan
【Telephone number】	[phone]
【Name of contact person】	Hiroshi Hosotani, General Manager of Corporate Controlling
	Department
【Place for public inspection】	Tokyo Stock Exchange, Inc.
	(2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo, Japan)

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Part I Company Information

Item 1. Overview of the Company and Its Consolidated Subsidiaries

1. Summary of Business Results

(1) Consolidated

(Millions of yen, unless otherwise stated)

Fiscal year				151st	152nd	153rd	154th	155th
Year ended				March 31,	March 31,	March 31,	March 31,	March 31,
			2020	2021	2022	2023	2024
Net sales (Note 2)				2,444,870	2,189,512	2,802,323	3,543,475	3,865,122
Income before income taxes and
equity in earnings of affiliated			223,114	162,775	324,568	476,434	575,663
companies (Note 3)
Net income attributable to Komatsu			153,844	106,237	224,927	326,398	393,426
Ltd.
Comprehensive income attributable			62,999	194,552	388,477	422,459	633,340
to Komatsu Ltd.
Total Komatsu Ltd. shareholders'			1,771,606	1,912,297	2,232,511	2,539,641	3,033,569
equity
Total equity				1,856,225	2,012,025	2,356,277	2,677,955	3,198,452
Total assets				3,653,686	3,784,841	4,347,522	4,875,847	5,636,656
Total Komatsu Ltd. shareholders'	(Yen)	1,875.47	2,023.34	2,361.66	2,685.76	3,206.80
equity per share (Note 4)
Net income	Basic	(Yen)	162.93	112.43	237.97	345.22	415.96
attributable to	(Note 5)
Komatsu Ltd. per	Diluted	(Yen)	162.80	112.39	237.92	345.18	415.93
share
Total Komatsu Ltd.	shareholders'	(%)		48.5	50.5	51.4	52.1	53.8
equity ratio
Return on equity		(%)		8.6	5.8	10.9	13.7	14.1
Price earnings ratio		(Times)	10.9	30.4	12.4	9.5	10.6
Net cash provided by operating			295,181	354,129	300,970	206,474	434,778
activities
Net cash used in investing activities			(190,930)	(163,057)	(143,569)	(169,518)	(204,419)
Net cash provided by (used in)			(3,457)	(199,667)	(93,868)	(66,613)	(122,037)
financing activities
Cash and cash equivalents, end of			247,616	241,803	315,360	289,975	403,178
year
Number of employees		(Persons)	62,823	61,564	62,774	64,343	65,738
[Separately, average number of	[6,056]	[4,056]	[4,981]	[6,265]	[6,136]
temporary employees]

Notes:

1. The figures in the consolidated financial statements have been rounded to the nearest million yen.
2. Net sales do not include consumption taxes, etc.

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1. The consolidated financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States of America (hereinafter "U.S. GAAP"). Therefore, "Income before income taxes and equity in earnings of affiliated companies" on the consolidated financial statements is presented in the above table instead of "Ordinary income".
2. Computed by the number of common shares outstanding, less treasury stock at the end of each fiscal year.
3. Computed by the weighted-average number of common shares outstanding, less treasury stock during each fiscal year.

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(2) The Company

(Millions of yen, unless otherwise stated)

Fiscal year			151st	152nd	153rd	154th	155th
Year ended			March 31,	March 31,	March 31,	March 31,	March 31,
		2020	2021	2022	2023	2024
Net sales			719,292	653,587	952,247	1,144,513	1,161,966
Ordinary income			62,008	25,055	94,135	252,952	233,701
Net income			58,316	21,875	78,342	220,050	198,449
Capital stock			70,973	71,322	71,678	72,118	72,795
Number of common shares	(Thousands	972,581	972,887	973,145	973,450	973,810
issued	of shares)
Net assets			829,003	797,596	801,435	911,381	971,992
Total assets			1,356,652	1,332,733	1,403,535	1,445,319	1,454,707
Net assets per share	(Yen)	876.06	842.84	847.04	963.18	1,026.91
Cash dividend per share	(Yen)	94.0	55.0	96.0	139.0	167.0
(Note 2 and 3)
[Of the above interim dividend	(Yen)	[55.0]	[18.0]	[40.0]	[64.0]	[72.0]
per share]
Net income per share	(Yen)	61.73	23.14	82.85	232.64	209.73
Net income per share	(Yen)	61.70	23.13	82.83	232.61	209.71
reflecting the potential dilution
Total equity ratio	(%)		61.0	59.8	57.1	63.0	66.8
Return on equity	(%)		6.8	2.7	9.8	25.7	21.1
Price earnings ratio	(Times)	28.8	147.8	35.5	14.1	21.1
Dividend payout ratio	(%)		152.3	237.7	115.9	59.7	79.6
Total shareholders return	(%)		72.8	138.8	124.0	142.4	193.5
[Of TOPIX Machine Index]	(%)		[88.8]	[142.0]	[136.7]	[148.4]	[217.0]
Highest share price of each	(Yen)	2,882.0	3,542.0	3,520.0	3,570.0	4,670.0
fiscal year (Note 4)
Lowest share price of each	(Yen)	1,507.0	1,650.0	2,539.0	2,594.0	3,064.0
fiscal year (Note 4)
Number of employees	(Persons)	11,692	11,795	11,927	12,208	12,285
[Separately, average number	[1,486]	[1,048]	[1,060]	[1,320]	[1,330]
of temporary employees]

Notes:

1. The figures in the Company's financial statements have been rounded down to the nearest million yen.
2. As part of the ¥167 per share of cash dividend for the 155th fiscal year, the ¥95 per share year-end dividend for the 155th fiscal year is a matter to be resolved at the Company's Ordinary General Meeting of Shareholders scheduled to be held on June 19, 2024.
3. Cash dividend of ¥55 per share for the 152nd fiscal year includes the 100th anniversary commemorative cash dividend of ¥10 per share.
4. Share prices in the table are quoted from the Tokyo Stock Exchange Prime Market from April 4, 2022, and from the First Section of the Tokyo Stock Exchange prior to April 4, 2022.

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2. History

May 1921	The business unit of Komatsu Iron Works was spun off from Takeuchi Kogyo (in English,
	Takeuchi Mining Co.) to incorporate Kabushiki Kaisha Komatsu Seisakusho (in English,
	Komatsu Ltd.) in Komatsu Town (currently, Komatsu City), Ishikawa Prefecture, Japan.
April 1922	Acquired the business unit of Komatsu Denkiseikousho from Takeuchi Mining Co.
May 1938	Established Awazu Plant.
May 1949	Listed its common share on the Tokyo Stock Exchange and the Osaka Securities Exchange.
October 1952	Established Osaka Plant.
December 1952	Established Kawasaki Plant following the acquisition of Ikegai Automobile Manufacturing
	Company.
	Established Himi Plant following the acquisition of Chuetsu Electro Chemical Co., Ltd.
December 1962	Established Oyama Plant.
April 1985	Established a Research Division for research activities of cutting-edge technologies for
	mechatronics and new materials, etc.
September 1988	Incorporated Komatsu Dresser Company as a joint venture company with Dresser Industries,
	Inc., U.S.A., (later, Komatsu Dresser Company changed its name to Komatsu America
	International Company, and was re-organized for business integration to Komatsu America
	Corp.)
June 1994	Incorporated Komatsu Industries Corporation and Komatsu Machinery Corporation (later,
	merged through an absorption-type merger with Komatsu NTC Ltd.), and transferred a part of
	business operations of the Company's industrial machinery business.
July 1997	Incorporated Komatsu Castex Ltd. and transferred the Company's steel casting business
	operations in October 1997.
October 2006	Sold over 50% of issued shares of Komatsu Electronic Metals Co., Ltd. (currently, SUMCO
	TECHXIV CORPORATION) to SUMCO CORPORATION.
January 2007	Established Ibaraki Plant and Kanazawa Plant.
April 2007	Succeeded the hydraulic component business of Komatsu Zenoah Co. through an absorption-type
	corporate split.
April 2007	Komatsu Forklift Co., Ltd. changed its company name to Komatsu Utility Co., Ltd. following an
	absorption-type merger with Komatsu Zenoah Co. and transferred its outdoor power equipment
	business to the Japanese operating company owned by Husqvarna AB (currently, Husqvarna
	Zenoah Co., Ltd.).
March 2008	Acquired over 50% of the issued shares of NIPPEI TOYAMA Corporation (currently, Komatsu
	NTC Ltd.).
August 2008	Acquired 100% ownership of NIPPEI TOYAMA Corporation (currently, Komatsu NTC Ltd.)
	through a share exchange.
April 2009	Transferred the Company's sales and service operations of construction and utility equipment
	business in Japan to Komatsu Tokyo Ltd. through an absorption-type corporate split.
	Komatsu Tokyo Ltd. merged with twelve Japanese distributors and changed its trade name to
	Komatsu Construction Equipment Sales and Service Japan Ltd.
April 2010	Transferred the Company's product development, sales, and service operations of the large-sized
	press business to Komatsu Industries Corporation through an absorption-type corporate split.
April 2011	Merged with Komatsu Utility Co., Ltd.
October 2014	Merged with Komatsu Diesel Co., Ltd.
April 2017	Acquired all shares of Joy Global Inc. (currently, Komatsu Mining Corp.) through Komatsu
	America Corp.
April 2018	Merged with Komatsu Tokki Corporation.
April 2018	Komatsu Construction Equipment Sales and Service Japan Ltd. merged with Komatsu Rental
	Ltd. and Komatsu Forklift Japan Ltd., and changed its trade name to Komatsu Customer Support
	Japan Ltd.
October 2018	Merged with Komatsu Castex Ltd.
July 2021	Transferred a part of the Company's rights and obligations relating to the
	SMARTCONSTRUCTION business to LANDLOG Ltd. LANDLOG Ltd. changed its trade
	name to EARTHBRAIN Ltd.

October 2022 Merged with Komatsu Cabtec Co., Ltd.

Note: In case of subject is not specified in the description, regard it as the Company.

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3. Description of Business

The Company's consolidated financial statements have been prepared in accordance with U.S. GAAP, pursuant to Paragraph 3, Supplementary Provisions of the "Cabinet Office Ordinance for Partial Revision of the Ordinance on Terminology, Forms, and Preparation Methods of Consolidated Financial Statements", the Ordinance of the Cabinet Office No. 11 of 2002. Based on the consolidated financial statements, its subsidiaries and affiliates are disclosed in accordance with definitions of U.S. GAAP. The same applies to "Item 2. Business Overview" and "Item 3. Property, Plants and Equipment".

Komatsu (the Company and its subsidiaries and affiliates) engages in the business activities of R&D, production, sales, marketing, services and retail financing for customers in Japan and overseas, under three business segments: the "Construction, Mining and Utility Equipment" operating segment, the "Retail Finance" operating segment and the "Industrial Machinery and Others" operating segment.

Komatsu is comprised 208 consolidated subsidiaries and 42 affiliated companies accounted for by the equity method.

The major business outlines of each business category and positioning of the Komatsu's principal subsidiaries and affiliates are described as follows. Major business categories below correspond to the business category in business segment information by operating segment.

Category/principal products and businesses	Principal companies
Construction, Mining and Utility Equipment

Excavating	Hydraulic excavators, rope
equipment	shovels, mini excavators,
	backhoe loaders and blasthole
	drills
Loading equipment	Wheel loaders, mini wheel
	loaders and skid-steer loaders
Grading and	Bulldozers and motor graders
roadbed preparation
equipment
Hauling equipment	Off-highway dump trucks,
	articulated dump trucks and
	crawler carriers
Forestry equipment	Harvesters, forwarders, feller
	bunchers, log loaders, and tree
	planters
Tunneling machines	Shield machines and tunnel-
	boring machines
Underground	Continuous miners, shearers,
Mining Equipment	load haul dumps and jumbo drills
Recycling	Mobile crushers, mobile soil
equipment	recyclers and mobile tub grinders
Industrial vehicles	Forklift trucks
Other equipment	Railroad maintenance equipment
Engines and	Diesel engines, diesel generator
components	sets and hydraulic equipment
Casting products	Steel castings and iron castings
Logistics	Transportation, warehousing and
	packing
Solution business	Autonomous Haulage System
	(AHS) for unmanned dump truck
	operation,
	SMARTCONSTRUCTION and
	KOMTRAX

Komatsu Ltd., Komatsu Customer Support Japan Ltd., Komatsu Logistics Corp., Komatsu America Corp., Hensley Industries, Inc., Komatsu Mining Corp., Joy Global Underground Mining LLC, Joy Global Surface Mining Inc, Joy Global Longview Operations LLC, Komatsu do Brasil Ltda., Komatsu Brasil International Ltda., Komatsu Holding South America Ltda., Komatsu Cummins Chile Ltda., Joy Global (Chile) S.A., Komatsu Europe International N.V., Komatsu UK Ltd., Komatsu Germany GmbH, Komatsu Italia Manufacturing S.p.A., Komatsu Forest AB, Komatsu CIS LLC, Komatsu (China) Ltd., Komatsu (Changzhou) Construction Machinery Corp. Komatsu Machinery Manufacturing (Shandong) Co.Ltd., PT Komatsu Indonesia, PT Komatsu Marketing & Support Indonesia, Bangkok Komatsu Co., Ltd., Komatsu India Pvt. Ltd., Komatsu Australia Pty Ltd, Joy Global Australia Holding Company Pty Ltd, Joy Global Australia Pty Ltd, Komatsu South Africa (Pty) Ltd. and other 143 subsidiaries

(Total 174 companies)

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