Interim report
Page 1
Translation January 30, 2026 Consolidated Financial Results for the First Nine Months of the Fiscal Year Ending March 31, 2026 <under IFRS> Company name: PRONEXUS INC. Listing: Tokyo Stock Exchange Stock code: 7893 URL https://www.pronexus.co.jp/english/ Representative: Takeshi Ueno, President and Representative Director Inquiries: Jun Takamatsu, Managing Executive Officer, General Manager, Corporate Planning and Administrative Division, General Manager, President’s Office TEL: +81-3-5777-3111 (from overseas) Scheduled date to commence dividend payments: – Preparation of supplementary material on earnings: Yes Holding of earnings performance review: None (Millions of yen with fractional amounts rounded, unless otherwise noted) 1. Consolidated performance for the first nine months of the fiscal year ending March 31, 2026 (from April 1, 2025 to December 31, 2025) (1) Consolidated operating results (cumulative) (Percentages indicate year-on-year changes.) Revenue Operating profit Profit before tax Profit First nine months ended Millions of yen % Millions of yen % Millions of yen % Millions of yen % December 31, 2025 25,894 5.3 3,316 1.7 3,397 (27.9) 2,304 (28.2) December 31, 2024 24,590 2.5 3,261 10.8 4,715 56.3 3,210 53.1 Profit attributable to owners of parent Total comprehensive income Basic earnings per share Diluted earnings per share First nine months ended Millions of yen % Millions of yen % Yen Yen December 31, 2025 2,259 (29.5) 2,829 (4.0) 88.66 – December 31, 2024 3,206 53.3 2,946 27.3 125.67 – (2) Consolidated financial position Total assets Total equity Equity attributable to owners of parent Ratio of equity attributable to owners of parent to total assets As of Millions of yen Millions of yen Millions of yen % December 31, 2025 38,289 25,457 24,743 64.6 March 31, 2025 38,660 25,020 24,966 64.6
Page 2
2. Cash dividends Annual dividends First quarter-end Second quarter-end Third quarter-end Fiscal year-end Total Yen Yen Yen Yen Yen Fiscal year ended March 31, 2025 – 26.00 – 26.00 52.00 Fiscal year ending March 31, 2026 – 20.00 – Fiscal year ending March 31, 2026 (Forecast) 18.00 38.00 Notes: 1. Revisions to the forecasts of cash dividends most recently announced: None 2. For the fiscal year ended March 31, 2025, a portion of a gain on sale of shares of subsidiaries and associates was allocated for special dividends. As a result, the dividends for the second quarter-end and fiscal year-end each included a special dividend of 8.00 yen (total of 16.00 yen for the fiscal year). 3. For the fiscal year ending March 31, 2026, the dividend for the second quarter-end includes a special dividend of 2.00 yen per share to commemorate the Company’s 95th anniversary. 3. Consolidated earnings forecasts for the fiscal year 2025 (from April 1, 2025 to March 31, 2026) (Percentages indicate year-on-year changes.) Revenue Operating profit Profit before tax Profit Profit attributable to owners of parent Basic earnings per share Millions of yen % Millions of yen % Millions of yen % Millions of yen % Millions of yen % Yen Fiscal year ending March 31, 2026 31,800 2.6 2,800 – 2,800 66.5 1,800 293.7 1,800 299.1 70.66 Note: Revisions to the consolidated earnings forecasts most recently announced: None
Page 3
* Notes (1) Significant changes in the scope of consolidation during the period: None (2) Changes in accounting policies and changes in accounting estimates a. Changes in accounting policies required by IFRS: None b. Changes in accounting policies due to other reasons: None c. Changes in accounting estimates: None (3) Number of issued shares (common shares) a. Total number of issued shares at the end of the period (including treasury shares) As of December 31, 2025 27,716,688 shares As of March 31, 2025 27,716,688 shares b. Number of treasury shares at the end of the period As of December 31, 2025 2,497,008 shares As of March 31, 2025 2,207,608 shares c. Average number of shares during the period (cumulative from the beginning of the fiscal year) For the first nine months ended December 31, 2025 25,475,253 shares For the first nine months ended December 31, 2024 25,509,086 shares * Review of the Japanese-language originals of the attached quarterly consolidated financial statements by certified public accountants or an audit corporation: None * Proper use of earnings forecasts, and other special matters (Caution regarding forward-looking statements and others) The forward-looking statements, including earnings forecasts, contained in these materials are based on information currently available to the Company and on certain assumptions deemed to be reasonable. Consequently, any statements herein do not constitute assurances regarding actual results by the Company. Actual business and other results may differ substantially due to various factors. Please refer to the section of “(3) Explanation of consolidated earnings forecasts and other forward-looking statements” of “1. Review of operating results and others” on page 5 of [Attached Material] for the suppositions that form the assumptions for earnings forecasts and cautions concerning the use thereof. (Means of access to contents of supplementary material on earnings and earnings performance review) The supplementary material on earnings will be available on the Company’s website. The Company holds presentations for analysts regarding the six-month and year-end results. Distributed presentation materials as well as video recordings of the performance reviews will be available on the Company’s website.
Page 4
- 1 - [Attached Material] Index 1. Review of operating results and others ..................................................................................................... 2 (1) Review of operating results for the first nine months ........................................................................ 2 (2) Explanation of financial position ........................................................................................................ 5 (3) Explanation of consolidated earnings forecasts and other forward-looking statements ..................... 5 2. Condensed quarterly consolidated financial statements and significant notes thereto ............................. 6 (1) Condensed quarterly-consolidated statement of financial position .................................................... 6 (2) Condensed quarterly consolidated statement of profit or loss and condensed quarterly consolidated statement of comprehensive income .................................................................................................. 8 (3) Condensed quarterly consolidated statement of changes in equity .................................................. 10 (4) Notes to condensed quarterly consolidated financial statements...................................................... 12 (Segment information) ..................................................................................................................... 12 (Notes on premise of going concern) ............................................................................................... 12 (Notes to condensed quarterly consolidated statement of cash flows) ............................................. 12
Page 5
- 2 - 1. Review of operating results and others (1) Review of operating results for the first nine months (i) Condition of Japanese economy In the first nine months, the Japanese economy showed a gradual recovery trend in economic conditions, backed mainly by improvement in the employment and income environment. The future outlook is extremely uncertain, however, due to the effects of U.S. government policies, rising prices, volatility in foreign exchange rates, and other factors. Furthermore, in the securities markets of Japan, to which the business of the Company is closely linked, although the Nikkei Stock Average fell to the 31,000-yen level at one point in the first nine months due to the uncertainty arising from U.S. trade policy and related factors, expectations for a domestic and international economic recovery resulted in it surpassing the 52,000-yen level at the closing price for the first time, compared to the highest level in the 42,000-yen level in the same period of the previous fiscal year. (ii) Review of performance In the first nine months, the Company made JBA Holdings Co., Ltd., an accounting consulting firm primarily composed of certified public accountants, a consolidated subsidiary in August of last year. In addition to the inclusion of that company’s revenue starting in September of the same year, the persistent demand for operational efficiency led to an increase in revenue from outsourcing services related to financial closing support and the preparation of disclosure documents. Moreover, orders increased for medical conferences and corporate event support, at Cine Focus Corp., a consolidated subsidiary of the Company. Furthermore, the business of preparing the shareholder convocation notices, one of our mainstay products, saw the number of their printed pages decrease due to gradual progress for the electronic provision of convocation notices. However, due to an increase in the number of printed copies, accompanying the increase in the number of individual investors, the negative impact was compensated, resulting in increased revenue. As a result, consolidated revenue in the first nine months was 25,894 million yen, an increase of 1,304 million yen, or 5.3%, year on year. In terms of profit, although there was an increase in costs related to upgrading the disclosure document preparation support system and an increase in personnel expenses associated with strengthening the sales structure, operating profit amounted to 3,316 million yen, an increase of 55 million yen, or 1.7%, year on year due to the effect of increased revenue. On the other hand, in the same period of the previous fiscal year, a gain on sale of investments accounted for using equity method of 1,411 million yen was recorded in conjunction with the transfer of all shares in associates accounted for using the equity method. Due to a decline following this gain, profit before tax was 3,397 million yen, a decrease of 1,317 million yen, or 27.9%, year on year, and profit attributable to owners of parent was 2,259 million yen, a decrease of 947 million yen, or 29.5%, year on year. 1) Sales performance by business <Listed companies disclosure-related business> In August of last year, the Company made JBA Holdings Co., Ltd. a consolidated subsidiary. In addition to the inclusion of that company’s revenue starting in September of the same year, the persistent demand for operational efficiency led to an increase in revenue from outsourcing services related to financial closing support and the preparation of disclosure documents. In addition, the business of preparing the shareholder convocation notices, one of our mainstay products, saw the number of their printed pages decrease due to gradual progress for the electronic provision of convocation notices. However, due to an increase in the number of printed copies, accompanying the increase in the number of individual investors, the negative impact was compensated, resulting in increased revenue. As a result, revenue of the listed companies disclosure-related business was 11,203 million yen, an increase of 1,105 million yen, or 10.9%, year on year.
Page 6
- 3 - <Listed companies IR and events-related, etc. business> Orders increased for medical conferences and corporate event support, at Cine Focus Corp., a consolidated subsidiary of the Company. Furthermore, orders for English translation services led to an increase in revenue, driven by the increasing demand for promoting dialogue with shareholders and investors, as well as the requirement for simultaneous disclosure of financial results and timely disclosure information in both Japanese and English for Prime Market-listed companies starting in April of last year. Although revenues related to business reports for shareholders declined amid a general decline in the number of companies publishing these communications, there were increases in other areas of the business, and as a result, revenues from the listed companies IR and events-related, etc. business totaled 8,779 million yen, an increase of 216 million yen, or 2.5%, year on year. <Financial instruments disclosure-related business> In the real estate securities business, revenue increased due to factors such as an increase in website renewals. In the investment trust-related business, revenue decreased due to a reduction in the number of printed prospectuses and investment reports, following fund redemptions and other factors, as well as a decrease in orders for promotional tools such as websites for sales companies. As a result, revenue of the financial instruments disclosure-related business was 5,095 million yen, a decrease of 59 million yen, or 1.1%, year on year. <Database-related business> In the database-related business, although there were some decreases in unit prices during contract renewals for existing customers, we worked to increase unit prices mainly from universities, who are the main customers, and acquire orders from new customers. As a result, revenue of the database-related business was 816 million yen, an increase of 41 million yen, or 5.3%, year on year. Revenue by product areas (Thousands of yen with fractional amounts rounded, unless otherwise noted) First nine months of FY2024 (from April 1, 2024 to December 31, 2024) First nine months of FY2025 (from April 1, 2025 to December 31, 2025) Change Amount Composition ratio (%) Amount Composition ratio (%) Amount (%) Listed companies disclosure- related business 10,098,235 41.1 11,203,240 43.2 1,105,006 10.9 Listed companies IR and events- related, etc. business 8,562,848 34.8 8,779,305 33.9 216,456 2.5 Financial instruments disclosure- related business 5,153,764 21.0 5,095,191 19.7 (58,573) (1.1) Database-related business 775,479 3.1 816,192 3.2 40,713 5.3 Total 24,590,326 100.0 25,893,928 100.0 1,303,602 5.3 Note: Amounts are based on sales prices. 2) Earnings summary In the first nine months, revenue increased by 1,304 million yen over the same period of the previous fiscal year, due to increased sales in product categories other than the financial instruments disclosure-related business. Cost of sales amounted to 15,825 million yen, an increase of 643 million yen, or 4.2%, year on year mainly due to the increase in costs related to upgrading the disclosure document preparation support system. The cost of sales ratio decreased by 0.6 percentage points to 61.1% compared to the same period of the previous fiscal year, due to the effect of increased revenue. As a result, gross profit was 10,069 million yen, an increase of 661 million yen, or 7.0%, year on year.
Page 7
- 4 - Selling, general and administrative expenses amounted to 6,795 million yen, an increase of 566 million yen, or 9.1%, year on year mainly due to an increase in personnel expenses associated with strengthening the sales structure. The ratio of selling, general and administrative expenses was 26.2%, an increase of 0.9 percentage points year on year. As a result, operating profit was 3,316 million yen, an increase of 55 million yen, or 1.7%, year on year. In addition, due to decreases following the recording of finance income of 99 million yen, finance costs of 18 million yen, and the reactionary decline due to recording a gain on sale of investments accounted for using equity method of 1,411 million yen in conjunction with the share transfer of associates accounted for using equity method in the same period of the previous fiscal year, profit before tax was 3,397 million yen, a decrease of 1,317 million yen, or 27.9%, year on year. Profit attributable to owners of parent was 2,259 million yen, a decrease of 947 million yen, or 29.5%, year on year. (iii) Seasonal factors of the third quarter The Company and its subsidiaries (hereinafter the “Group”) owe approximately two-thirds of its revenue to Japanese listed companies. Because roughly 60% of these companies close their books in March, orders for products related to account settlements and shareholders’ meetings peak in the first quarter (from April to June). Consequently, as shown in the table below, revenue during the first quarter accounts for approximately 40% of the year total, while that during the third quarter (from October to December) is limited to around 20%. (Reference) Fiscal year ended March 31, 2025 Q1 (Apr.–Jun.) Q2 (Jul.–Sep.) Q3 (Oct.–Dec.) Q4 (Jan.–Mar.) Year total Revenue (Millions of yen) 11,794 6,094 6,703 6,406 30,996 Composition ratio (%) 38.0 19.7 21.6 20.7 100.0 (iv) Fluctuations in the number of listed companies Among the products and services ordered by the Group, in its business focused on disclosure and investor relations (IR) for listed companies, fluctuations in the number of listed companies directly affect the number of customers and impact our performance. As of the third quarter period, according to our research, the number of listed companies, excluding those on the TOKYO PRO Market, was 3,884. This represents a decrease of approximately 60 companies compared to the same period of the previous fiscal year, influenced by market reforms of the Tokyo Stock Exchange and other factors.
Page 8
- 5 - (2) Explanation of financial position As of December 31, 2025, total assets decreased by 371 million yen from the previous fiscal year-end to 38,289 million yen. The main components included a decrease of 1,578 million yen in cash and cash equivalents and an increase of 1,811 million yen in goodwill. As of December 31, 2025, total liabilities decreased by 809 million yen from the previous fiscal year- end to 12,831 million yen. The main components included a decrease of 1,312 million yen in trade and other payables, a decrease of 1,051 million yen in income taxes payable, and an increase of 1,531 million yen in other financial liabilities. Equity totaled 25,457 million yen as of December 31, 2025, an increase of 438 million yen from the previous fiscal year-end. The main components included an increase due to the recording of 2,259 million yen in profit attributable to owners of parent, an increase due to the recording of 615 million yen in change in obtaining of control of subsidiaries, and a decrease due to the recording of 1,494 million yen in liabilities pertaining to forward contracts concluded with non-controlling shareholders. As a result, the ratio of equity attributable to owners of parent to total assets became 64.6%. (3) Explanation of consolidated earnings forecasts and other forward-looking statements <Outlook for the fiscal year ending March 31, 2026> As mentioned earlier, the Company made JBA Holdings Co., Ltd. a consolidated subsidiary. When formulating the consolidated earnings forecasts for the fiscal year ending March 31, 2026, the Company did not take this event into account. At present, the Company is closely examining the effect of this event on the full-year consolidated earnings, including the accounting treatment for business combinations. We are also thoroughly examining the impact on our performance associated with the decrease in the number of listed companies. As such, at the stage of this reporting period under review, the Company has not revised the consolidated earnings forecasts for the fiscal year ending March 31, 2026, announced on May 9, 2025, and plans to announce any necessary revisions once calculations can be performed at a higher level of precision. According to the timely disclosure standards of the Tokyo Stock Exchange, it is required to promptly announce revised figures if there is a change of 10% or more in revenue or 30% or more in profit in the consolidated earnings forecast. However, at this point, it is anticipated that we do not meet these criteria.
Page 9
- 6 - 2. Condensed quarterly consolidated financial statements and significant notes thereto (1) Condensed quarterly-consolidated statement of financial position (Thousands of yen) As of March 31, 2025 As of December 31, 2025 Assets Current assets Cash and cash equivalents 12,309,317 10,731,210 Trade and other receivables 3,102,677 3,054,476 Other financial assets 1,816,119 939,121 Inventories 613,555 523,445 Other current assets 499,687 507,708 Total current assets 18,341,356 15,755,960 Non-current assets Property, plant and equipment 4,785,684 4,610,138 Right-of-use assets 2,359,314 2,221,457 Goodwill 1,165,453 2,976,502 Intangible assets 4,917,212 5,191,861 Investment property 186,322 186,322 Other financial assets 6,084,689 6,944,537 Deferred tax assets 592,772 154,985 Other non-current assets 227,321 246,906 Total non-current assets 20,318,768 22,532,707 Total assets 38,660,124 38,288,667
Page 10
- 7 - (Thousands of yen) As of March 31, 2025 As of December 31, 2025 Liabilities and equity Liabilities Current liabilities Borrowings 350,000 100,000 Lease liabilities 875,472 941,743 Trade and other payables 2,498,676 1,186,198 Income taxes payable 1,148,115 97,180 Contract liabilities 756,793 1,231,855 Other current liabilities 3,498,413 3,373,216 Total current liabilities 9,127,469 6,930,192 Non-current liabilities Lease liabilities 1,484,136 1,281,715 Retirement benefit liability 2,444,639 2,501,120 Provisions 224,788 257,836 Other financial liabilities – 1,530,527 Other non-current liabilities 359,204 329,833 Total non-current liabilities 4,512,767 5,901,031 Total liabilities 13,640,236 12,831,222 Equity Share capital 3,058,651 3,058,651 Capital surplus 4,688,104 3,194,113 Treasury shares (2,269,562) (2,608,983) Other components of equity 1,098,047 1,637,870 Retained earnings 18,390,844 19,461,307 Total equity attributable to owners of parent 24,966,084 24,742,957 Non-controlling interests 53,804 714,488 Total equity 25,019,888 25,457,445 Total liabilities and equity 38,660,124 38,288,667
Page 11
- 8 - (2) Condensed quarterly consolidated statement of profit or loss and condensed quarterly consolidated statement of comprehensive income (Condensed quarterly consolidated statement of profit or loss) (Thousands of yen) First nine months ended December 31, 2024 First nine months ended December 31, 2025 Revenue 24,590,326 25,893,928 Cost of sales (15,182,035) (15,824,604) Gross profit 9,408,290 10,069,324 Selling, general and administrative expenses (6,228,524) (6,794,538) Other income 85,000 63,855 Other expenses (3,823) (22,240) Operating profit 3,260,944 3,316,402 Finance income 69,110 98,761 Finance costs (26,411) (17,811) Gain (loss) on sale of investments accounted for using equity method 1,411,154 – Profit before tax 4,714,797 3,397,352 Income tax expense (1,504,738) (1,093,183) Profit 3,210,059 2,304,169 Profit attributable to Owners of parent 3,205,767 2,258,598 Non-controlling interests 4,292 45,571 Profit 3,210,059 2,304,169 Earnings per share Basic earnings per share (Yen) 125.67 88.66 Diluted earnings per share (Yen) – –
Page 12
- 9 - (Condensed quarterly consolidated statement of comprehensive income) (Thousands of yen) First nine months ended December 31, 2024 First nine months ended December 31, 2025 Profit 3,210,059 2,304,169 Other comprehensive income Items that will not be reclassified to profit or loss Financial assets measured at fair value through other comprehensive income (270,230) 475,292 Total of items that will not be reclassified to profit or loss (270,230) 475,292 Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations 6,607 49,813 Total of items that may be reclassified to profit or loss 6,607 49,813 Other comprehensive income, net of tax (263,623) 525,105 Comprehensive income 2,946,436 2,829,274 Comprehensive income attributable to Owners of parent 2,942,144 2,783,703 Non-controlling interests 4,292 45,571 Comprehensive income 2,946,436 2,829,274
Page 13
- 10 - (3) Condensed quarterly consolidated statement of changes in equity First nine months ended December 31, 2024 (Thousands of yen) Equity attributable to owners of parent Share capital Capital surplus Treasury shares Other components of equity Exchange differences on translation of foreign operations Financial assets measured at fair value through other comprehensive income Total Balance as of April 1, 2024 3,058,651 4,688,104 (2,269,512) 70,274 1,116,289 1,186,563 Profit – Other comprehensive income 6,607 (270,230) (263,623) Total comprehensive income – – – 6,607 (270,230) (263,623) Purchase of treasury shares (50) – Dividends – Transfer from other components of equity to retained earnings (9,240) (9,240) Total transactions with owners – – (50) – (9,240) (9,240) Balance as of December 31, 2024 3,058,651 4,688,104 (2,269,562) 76,881 836,819 913,699 Equity attributable to owners of parent Non-controlling interests Total Retained earnings Total Balance as of April 1, 2024 18,871,299 25,535,105 47,572 25,582,677 Profit 3,205,767 3,205,767 4,292 3,210,059 Other comprehensive income (263,623) (263,623) Total comprehensive income 3,205,767 2,942,144 4,292 2,946,436 Purchase of treasury shares (50) (50) Dividends (1,122,400) (1,122,400) (1,122,400) Transfer from other components of equity to retained earnings 9,240 – – Total transactions with owners (1,113,160) (1,122,450) – (1,122,450) Balance as of December 31, 2024 20,963,906 27,354,798 51,864 27,406,662
Page 14
- 11 - First nine months ended December 31, 2025 (Thousands of yen) Equity attributable to owners of parent Share capital Capital surplus Treasury shares Other components of equity Exchange differences on translation of foreign operations Financial assets measured at fair value through other comprehensive income Total Balance as of April 1, 2025 3,058,651 4,688,104 (2,269,562) 47,272 1,050,776 1,098,047 Profit – Other comprehensive income 49,813 475,292 525,105 Total comprehensive income – – – 49,813 475,292 525,105 Purchase of treasury shares (339,421) – Change in obtaining of control of subsidiaries – Liabilities pertaining to forward contracts concluded with non-controlling shareholders (1,493,991) – Dividends – Transfer from other components of equity to retained earnings 14,717 14,717 Total transactions with owners – (1,493,991) (339,421) – 14,717 14,717 Balance as of December 31, 2025 3,058,651 3,194,113 (2,608,983) 97,085 1,540,785 1,637,870 Equity attributable to owners of parent Non-controlling interests Total Retained earnings Total Balance as of April 1, 2025 18,390,844 24,966,084 53,804 25,019,888 Profit 2,258,598 2,258,598 45,571 2,304,169 Other comprehensive income 525,105 525,105 Total comprehensive income 2,258,598 2,783,703 45,571 2,829,274 Purchase of treasury shares (339,421) (339,421) Change in obtaining of control of subsidiaries – 615,114 615,114 Liabilities pertaining to forward contracts concluded with non-controlling shareholders (1,493,991) (1,493,991) Dividends (1,173,418) (1,173,418) (1,173,418) Transfer from other components of equity to retained earnings (14,717) – – Total transactions with owners (1,188,135) (3,006,830) 615,114 (2,391,717) Balance as of December 31, 2025 19,461,307 24,742,957 714,488 25,457,445
Page 15
- 12 - (4) Notes to condensed quarterly consolidated financial statements (Segment information) The reportable segments of the Group are components of the Company for which discrete financial information is available and regularly reviewed by the Board of Directors to make decisions about allocation of managerial resources and to assess their performance. The Group’s business consists of the production of disclosure and IR-related products and incidental business operations. As such, the Group has a single business segment, the disclosure-related business, since there are no separable operating segments. (Notes on premise of going concern) No items to report (Notes to condensed quarterly consolidated statement of cash flows) Condensed quarterly consolidated statement of cash flows for the nine months ended December 31, 2025 is not prepared. Depreciation and amortization for the nine months ended December 31, 2024 and 2025 are as follows. (Thousands of yen) First nine months ended December 31, 2024 First nine months ended December 31, 2025 Depreciation and amortization 1,970,859 2,057,130