SEDAR Interim Financial Statements

Trusted to deliver Built for growth 3rd Quarter Fiscal 2026 Report 1 Management’s Discussion and Analysis of Financial Condition and Results of Operations This Management Discussion and Analysis (“MD&A”) dated March 4, 2026, comments on our operations, financial performance and financial condition as at and for the three and nine-month periods ended January 31, 2026 and January 31, 2025 and should be read in conjunction with the unaudited condensed interim consolidated financial statements of Tecsys Inc. (“Tecsys”, the “Company”) and Notes thereto and the annual report for the year ended April 30, 2025. The Company’s third quarter of fiscal year 2026 ended on January 31, 2026. The Company prepares its Financial Statements in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Financial Statements are prepared by and are the responsibility of the Company’s Management. This document and the consolidated financial statements are expressed in Canadian dollars unless otherwise indicated. The functional currency of the Company and its subsidiaries is the Canadian dollar with the exception of its Danish subsidiaries whose functional currency is the Danish kroner. The Financial Statements were authorized for issue by the Board of Directors on March 4, 2026. Additional information about Tecsys Inc., including copies of the continuous disclosure materials such as the annual information form and the management proxy circular, can be obtained from SEDAR+ at www.sedarplus.ca. Forward-Looking Information This management’s discussion and analysis contains “forward-looking information” within the meaning of applicable securities legislation. Although the forward-looking information is based on what the Company believes are reasonable assumptions, current expectations, and estimates, investors are cautioned from placing undue reliance on this information since actual results may vary from the forward-looking information. Forward-looking information may be identified by the use of forward-looking terminology such as “believe”, “intend”, “may”, “will”, “expect”, “estimate”, “anticipate”, “continue” or similar terms, variations of those terms or the negative of those terms, and the use of the conditional tense as well as similar expressions. Such forward-looking information that is not historical fact, including statements based on management’s belief and assumptions, cannot be considered as guarantees of future performance. They are subject to a number of risks and uncertainties, including but not limited to future economic conditions, the markets that the Company serves, the actions of competitors, major new technological trends, and other factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. The Company undertakes no obligation to update publicly any forward-looking information whether as a result of new information, future events or otherwise other than as required by applicable legislation. Important risk factors that may affect these expectations include, but are not limited to, the factors described under the section “Risks and Uncertainties” in the Company’s annual report for the year ended April 30, 2025. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking stat --- ements contained in this management discussion and analysis. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about: (i) competitive environment; (ii) operating risks; (iii) the Company’s management and employees; (iv) capital investment by the Company’s customers; (v) customer project implementations; (vi) liquidity; (vii) current global financial and geopolitical conditions; (viii) implementation of the Company’s commercial strategic plan; (ix) credit; (x) potential product liabilities and other lawsuits to which the Company may be subject; (xi) additional financing and dilution; (xii) market liquidity of the Company’s common shares; (xiii) development of new products; (xiv) intellectual property and other proprietary rights; (xv) acquisition and expansion; (xvi) foreign currency; (xvii) interest rates; (xviii) technology and regulatory changes; (xix) internal information technology infrastructure and applications; (xx) cyber security; (xxi) the impact of ongoing international trade tensions; and (xxii) rapid developments in artificial intelligence (AI). 2 Use of non-IFRS Performance Measures The Company uses certain non-IFRS financial performance measures in its MD&A and other communications which are described in the “Non-IFRS Performance Measures” section of this MD&A. The non-IFRS measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similarly titled measures reported by other companies. Readers are cautioned that the disclosure of these metrics is meant to add to, and not to replace, the discussion of financial results determined in accordance with IFRS. Management uses both IFRS and non-IFRS measures when planning, monitoring and evaluating the Company’s performance. Overview Tecsys is a global provider of cloud-based supply chain solutions that enable growth and agility across modern supply chains for competitive advantage. Tecsys caters to multiple complex, regulated and high-volume distribution industries. The Company’s solutions include enterprise resource planning, warehouse management, distribution and transportation management, supply management at point of use, order management and fulfillment, financial management and analytics. Customers running on Tecsys’ supply chain platform have confidence they can execute with consistency, regardless of business fluctuations or changes in technology. As their businesses grow more complex, organizations operating on a Tecsys platform can adapt and scale to business needs or size, enabling them to expand and collaborate with customers, suppliers and partners as one borderless enterprise. The platform allows organizations to transform their supply chains for agility and performance at the speed that their growth requires. From demand planning to demand fulfillment, Tecsys puts power into the hands of both front-line workers and back-office planners, enabling business leaders to establish sustainable and scalable logistics so they can focus on the future of their products, services and people, not on their operational challenges. The Company’s customers consist primarily of healthcare and life sciences organizations, both providers and suppliers, in addition to customers requiring a high level of agility and control over their supply chains. These include retailers, third-party logistics providers, industrial and service parts distributors, and other high-volume dist --- ribution organizations. It serves a number of marquee brands located in the U.S., Canada, Europe and Australia, and continues to expand its global footprint across its principal markets. The Company has five principal sources of revenue:  Software as a service (“SaaS”) subscription; the Company generates revenue from proprietary software under a SaaS model. SaaS subscriptions represent the right to access our software platform in a managed environment for a period of time. The Company enters into SaaS subscription agreements that are typically multi-year performance obligations with original contract terms of three to five years with auto-renewal provisions;  Maintenance and support, which derives largely from the Company’s legacy perpetual license installed base. Revenue from maintenance and support also results from selling hardware with attached maintenance which is part of our continuing business model. The Company enters into maintenance and support contracts that typically have an original term of one year and are subject to annual renewal;  Professional services, including implementation, consulting and training services provided to customers, as well as reimbursable expenses;  Licenses, including proprietary software as well as third-party software; and  Hardware, including third-party hardware products and proprietary technology products. 3 The revenue mix for the three and nine months ended January 31, 2026 and 2025 is as follows: Tecsys expects SaaS revenue to continue to grow over time. Revenue from maintenance and support services relate in large part to our prior business model of selling perpetual licenses with attached maintenance and support fees. Revenue from maintenance and support services also results from selling hardware with attached maintenance which is part of our continuing business model. The Company expects maintenance and support services revenue to generally decline over time as new customers acquire SaaS subscriptions and existing customers eventually migrate to SaaS. Key Performance Indicators (“KPI”) The Company uses certain key performance indicators in its MD&A and other communications which are described in the following section. These key performance indicators do not have any standardized meaning prescribed by IFRS and therefore may not be comparable to similarly titled indicators reported by other companies and cannot be reconciled to a directly comparable IFRS measure. Readers are cautioned that the disclosure of these metrics are meant to add to, and not to replace, the discussion of financial results determined in accordance with IFRS. Management uses IFRS and Non-IFRS measures as well as key performance indicators when planning, monitoring and evaluating the Company’s performance. Recurring Revenue and Backlog Because SaaS is our primary growth driver and continues to represent a larger share of total revenue, management has refined its key performance indicators to focus on SaaS Annual Recurring Revenue (“SaaS ARR”) rather than total ARR. SaaS ARR is defined as the contractually committed purchase of SaaS over the next twelve months. The quantification assumes that customers will renew their contractual commitments as they come up for renewal unless they have cancelled. This portion of revenue is predictable and stable, making SaaS ARR a strong leading indicator of near-term SaaS revenue. It is also a widely used metric to assess future revenue potential. As a result, SaaS ARR has also r --- eplaced SaaS bookings as a KPI. Management uses SaaS Remaining Performance Obligation (“SaaS RPO”) as a KPI. Our SaaS subscription agreements typically span three to five years, creating multi-year performance obligations. SaaS RPO reflects contracted revenue expected to be recognized in future periods from obligations that are unsatisfied or partially satisfied at the reporting date. Unlike SaaS ARR, which provides a one-year view, SaaS RPO captures the longer-term revenue visibility of our SaaS contracts. For Professional Services, management relies on Professional Services Backlog as an indicator of near-term revenue potential. Professional Services Backlog refers to the value of contracted revenue that is not yet recognized. Given the inherent variability in quarterly bookings, and the stronger predictive value of backlog, Professional Services Backlog has replaced Professional Services bookings as the relevant KPI. (in thousands of CAD) January 31, 2026 April 30, 2025 April 30, 2024 Q3 FY26 LTM Change % SaaS ARR $ 83,282 $ 76,515 $ 63,442 10% SaaS RPO 248,874 216,657 196,940 18% Professional Services Backlog 36,030 48,949 32,146 -19% Three Months Ended January 31, Nine Months Ended January 31, Revenue Mix % 2026 2025 2026 2025 SaaS 42% 38% 41% 37% Maintenance and support 16% 18% 16% 19% Professional services 31% 31% 34% 32% License 1% 0% 1% 1% Hardware 10% 13% 8% 11% 4 The Company also presents growth for the KPIs on a constant currency basis. We calculate the constant currency growth rate by applying the applicable current period exchange rates to prior period results. Specifically, we convert all non-Canadian dollar denominated amounts at the exchange rates in effect at the end of the current period, rather than the exchange rates in effect at the end of the comparison period. This supplementary measure allows readers to assess how our business would have performed excluding the effect of foreign currency rate fluctuations. At January 31, 2026, the Company’s SaaS ARR reached $83.3 million. SaaS ARR grew 16% year-over-year on a constant currency basis. Elite™ SaaS ARR, our core product and the predominant contributor to total SaaS ARR, grew by 17% over the same period, representing 23% growth on a constant currency basis. Sequentially, SaaS ARR increased by $2.2 million in Q3 Fiscal 2026 compared to the prior quarter, as record bookings for a Q3 were partially offset by foreign exchange of $2.1 million and attrition among a small group of non-core customers (which was previously discussed in the Q2 Fiscal 2026 MD&A). That known attrition will continue to have a moderating effect on reported SaaS ARR growth over the next two quarters. Momentum from cumulative Elite™ SaaS bookings and renewals continues to translate into growth in SaaS RPO which was up 18%, or 24% on a constant currency basis, compared to Q3 Fiscal 2025. Professional Services Backlog was $36.0 million at the end of Q3 Fiscal 2026, down 19%, or 14% on a constant currency basis, compared to Q3 last year. Professional Services Backlog was down 8% sequentially, or 6% on a constant currency basis, from the prior quarter after solid Professional Services revenue delivery in Q3 Fiscal 2026. Results of Operations The following table presents a summary of the results of operations: Three Months Ended January 31, Nine Months Ended January 31, (in thousands of CAD, except earnings per share) 2026 2025 2026 2025 Statement of Operations Revenue $ 48,496 $ 45,181 $ 143,097 $ 129, --- 899 Cost of revenue 23,895 23,907 69,574 68,449 Gross profit 24,601 21,274 73,523 61,450 Operating expenses 21,419 19,263 66,249 57,380 Profit from operations 3,182 2,011 7,274 4,070 Other (costs) income (144) (7) 67 353 Profit before income taxes $ 3,038 $ 2,004 $ 7,341 $ 4,423 Income tax expense 1,304 811 3,079 1,674 Net Profit $ 1,734 $ 1,193 $ 4,262 $ 2,749 Adjusted EBITDA1 $ 5,046 $ 3,535 $ 13,300 $ 9,068 Basic earnings per share $ 0.12 $ 0.08 $ 0.29 $ 0.19 Diluted earnings per share $ 0.12 $ 0.08 $ 0.29 $ 0.18 Non-IFRS Performance Measures The terms and definitions of the non-IFRS measures used in this MD&A are provided below. These non-IFRS measures do not have any standardized meanings prescribed by IFRS and may not be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation. EBITDA and Adjusted EBITDA EBITDA is calculated as earnings before interest expense, interest income, income taxes, depreciation and amortization. Adjusted EBITDA is calculated as EBITDA before stock-based compensation and restructuring costs. The exclusion of interest expense, interest income, income taxes and restructuring costs eliminates the impact on earnings derived from non-operational activities and non-recurring items, and the exclusion of depreciation, 1 Refer to section ‘’Non-IFRS Performance Measures’’ for definition. 5 amortization and stock-based compensation eliminates the non-cash impact of these items. The Company believes that these measures are useful measures of financial performance without the variation caused by the impacts of the items described above and that could potentially distort the analysis of trends in our operating performance. In addition, they are commonly used by investors and analysts to measure a company’s performance, its ability to service debt and to meet other payment obligations, or as a common valuation measurement. Excluding these items does not imply that they are necessarily non-recurring. Management believes these non-IFRS financial measures, in addition to conventional measures prepared in accordance with IFRS, enable investors to evaluate the Company’s operating results, underlying performance and future prospects in a manner similar to management. Although EBITDA and Adjusted EBITDA are frequently used by securities analysts, lenders and others in their evaluation of companies, they have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of the Company’s results as reported under IFRS. The reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable IFRS measure is provided below. Three Months Ended January 31, Nine Months Ended January 31, (in thousands of CAD) 2026 2025 2026 2025 Net Profit for the period $ 1,734 $ 1,193 $ 4,262 $ 2,749 Adjustments for: Depreciation of property and equipment and right-of- use assets 401 376 1,062 1,124 Amortization of deferred development costs 275 190 837 585 Amortization of other intangible assets 528 322 1,600 984 Interest expense 64 18 82 67 Interest income (86) (150) (305) (530) Income taxes 1,304 811 3,079 1,674 EBITDA $ 4,220 $ 2,760 $ 10,617 $ 6,653 Adjustments for: Stock based compensation 826 775 2,683 2,415 Adjusted EBITDA2 $ 5,046 $ 3,535 $ 13,300 $ 9,068 Constant currency Financial results at constant currency allow results to be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitatin --- g period-to-period comparisons in the analysis of trends in business performance. Financial results at constant currency are obtained by translating prior period results denominated in U.S. dollars and Danish kroner at the foreign exchange rates of the current period. Current period foreign exchange rates used in the constant currency translation include the impact of designated U.S. dollar revenue hedges. Revenue 2 Refer to section ‘’Non-IFRS Performance Measures’’ for definition. Three Months Ended January 31, Nine Months Ended January 31, (in thousands of CAD) 2026 2025 Change % 2026 2025 Change % SaaS $ 20,131 $ 17,252 17% $ 58,924 $ 48,696 21% Maintenance and support 7,752 8,142 -5% 23,311 24,560 -5% Professional services 14,976 13,920 8% 48,015 41,452 16% License 595 212 181% 777 1,517 -49% Hardware 5,042 5,655 -11% 12,070 13,674 -12% Total Revenue $ 48,496 $ 45,181 7% $ 143,097 $ 129,899 10% 6 Total revenue for the three and nine months ended January 31, 2026, was $48.5 million and $143.1 million, respectively, an increase of $3.3 million and $13.2 million compared to the same periods last year. On a constant currency basis, total revenue for the three and nine months ended January 31, 2026 grew by approximately 8% and 9% year-over-year, respectively, compared to the same periods last year. For the third quarter of Fiscal 2026, total revenue excluding hardware increased by 10% year-over-year (11% on a constant currency basis). For the first nine months of Fiscal 2026, total revenue excluding hardware increased by 13% year-over-year (12% on a constant currency basis). In Q3 Fiscal 2026, 72% of the Company’s revenues were generated in U.S. dollars (71% in Q3 Fiscal 2025). The U.S. dollar averaged CA$1.3878 compared to CA$1.4202 last year. The decrease in value of the U.S. dollar, combined with partial hedging of U.S revenue, resulted in a net unfavorable foreign currency related revenue variance of $0.6 million compared to Q3 Fiscal 2025. During the first nine months of Fiscal 2026, 73% of the Company’s revenues were generated in U.S. dollars (72% in Fiscal 2025). The U.S. dollar averaged CA$1.3832 compared to CA$1.3849 last year. The decrease in value of the U.S. dollar, combined with partial hedging of U.S revenue, resulted in a net favorable foreign currency related revenue variance of $0.3 million compared to the same period of Fiscal 2025. SaaS revenue SaaS revenue in the third quarter of Fiscal 2026 was $20.1 million, up $2.9 million compared to the third quarter of Fiscal 2025. On a constant currency basis, SaaS revenue in the third quarter of Fiscal 2026 increased by approximately 18% compared to the same period in Fiscal 2025. SaaS revenue in the first nine months of Fiscal 2026 was $58.9 million, up $10.2 million compared to the same period last year. The increase is driven by new SaaS revenue from recent bookings. In the first nine months of Fiscal 2026, foreign exchange did not have a significant impact on SaaS revenue compared to the same period last year. Maintenance and support revenue Maintenance and support revenue for the three months ended January 31, 2026 was $7.8 million, down $0.4 million compared to the same period of Fiscal 2025. Maintenance and support revenue for the nine months ended January 31, 2026 was $23.3 million, down $1.2 million compared to the same period of Fiscal 2025. The Company expects maintenance and support revenue to generally decline over time as new customers acquire SaaS subscriptions --- and existing customers eventually migrate to SaaS. Professional services revenue Professional services revenue for the three months ended January 31, 2026 was $15.0 million, up $1.1 million compared to the same period of Fiscal 2025. Professional services revenue growth was underpinned by a solid backlog entering the quarter and reinforced by ongoing momentum in implementation demand. In the third quarter of Fiscal 2026, foreign exchange did not have a significant impact on professional services revenue compared to the same period in Fiscal 2025. Professional services revenue for the nine months ended January 31, 2026 was $48.0 million, up $6.6 million compared to the same period of Fiscal 2025. On a constant currency basis, professional services revenue in the first nine months of Fiscal 2026 increased by approximately 15% compared to the same period in Fiscal 2025. 7 License revenue In the third quarter of Fiscal 2026, license revenue was $0.6 million, up $0.4 million compared to the same period of Fiscal 2025. In the nine months ended January 31, 2026, license revenue was $0.8 million, down $0.7 million compared to the same period of Fiscal 2025. Hardware revenue Hardware revenue for the three months ended January 31, 2026, was $5.0 million, down $0.6 million compared to the same period last year. Hardware revenue for the nine months ended January 31, 2026, was $12.1 million, down $1.6 million compared to the same period last year. While hardware revenue tends to be uneven, it is a key component of our market offering and thereby supports our recurring revenue business. Cost of Revenue and Gross Profit Three Months Ended January 31, Nine Months Ended January 31, (in thousands of CAD) 2026 2025 Change % 2026 2025 Change % Cost of revenue: SaaS, maintenance, support and professional services $ 20,167 $ 19,603 3% $ 60,272 $ 57,180 5% License and hardware 3,728 4,304 -13% 9,302 11,269 -17% Total cost of revenue 23,895 23,907 0% 69,574 68,449 2% Gross profit & gross profit margin: SaaS, maintenance, support and professional services gross profit $ 22,692 $ 19,711 15% $ 69,978 $ 57,528 22% Gross profit margin 53% 50% 54% 50% License and hardware gross profit $ 1,909 $ 1,563 22% $ 3,545 $ 3,922 -10% Gross profit margin 34% 27% 28% 26% Total gross profit $ 24,601 $ 21,274 16% $ 73,523 $ 61,450 20% Total gross profit margin 51% 47% 51% 47% Total cost of revenue for the third quarter of Fiscal 2026 was $23.9 million, flat compared to the same period in Fiscal 2025. Total cost of revenue for the first nine months of Fiscal 2026 was $69.6 million, up $1.1 million compared to the same period in Fiscal 2025. The increase is driven by higher SaaS, maintenance, support and professional services costs, partly offset by lower license and hardware costs associated with lower revenue. For the third quarter of Fiscal 2026, the cost of SaaS, maintenance, support and professional services increased to $20.2 million compared to $19.6 million in the same period of Fiscal 2025. For the first nine months of Fiscal 2026, the cost of SaaS, maintenance, support and professional services increased to $60.3 million compared to $57.2 million in the same period of Fiscal 2025. The increase in SaaS, maintenance, support and professional services costs was driven by increased direct costs from revenue growth, including higher employee costs and public cloud infrastructure costs. For the third quarter of Fiscal 2026, the cost of SaaS, maintenance, support and profession --- al services included tax credits of $0.5 million, compared to $0.6 million in the same period of Fiscal 2025. For the first nine months of Fiscal 2026 and 8 2025, the cost of SaaS, maintenance, support and professional services included tax credits of $2.0 million. In the third quarter of Fiscal 2026, gross profit was $24.6 million, up $3.3 million compared to the same period in Fiscal 2025. In the first nine months of Fiscal 2026, gross profit was $73.5 million, up $12.1 million compared to the same period in Fiscal 2025. The increase in gross profit in the third quarter and first nine months of Fiscal 2026 is primarily driven by higher SaaS, maintenance, support and professional services gross profit contribution. Total gross profit margin was 51% for the three and nine‑month periods ended January 31, 2026, compared to 47% for the same periods in Fiscal 2025. SaaS margin expansion and higher professional services margins were the key drivers of increased gross profit margin in the third quarter and first nine months of Fiscal 2026. License and hardware gross profit margin for the three months ended January 31, 2026 was 34% compared to 27% for the same period in Fiscal 2025. The increase is driven by higher proprietary license revenue in the quarter. For the first nine months of Fiscal 2026, license and hardware gross profit margin was 28% compared to 26% for the same period of Fiscal 2025. The increase in license and hardware gross profit margin in the current year-to-date period was driven by a greater proportion of higher margin proprietary license revenue in the mix as well as generally higher hardware margins. Operating Expenses Three Months Ended January 31, Nine Months Ended January 31, (in thousands of CAD) 2026 2025 Change % 2026 2025 Change % Sales and marketing expenses $ 9,821 $ 9,053 8% $ 30,045 $ 26,457 14% As a percentage of Total Revenue 20% 20% 21% 20% General and administration expenses 3,521 3,096 14% 10,928 9,273 18% As a percentage of Total Revenue 7% 7% 8% 7% Research and development expenses, net of tax credits 8,077 7,114 14% 25,276 21,650 17% As a percentage of Total Revenue 17% 16% 18% 17% Total operating expenses $ 21,419 $ 19,263 11% $ 66,249 $ 57,380 15% As a percentage of Total Revenue 44% 43% 46% 44% Total operating expenses for the three months ended January 31, 2026 were $21.4 million, an increase of $2.2 million compared to the same period in Fiscal 2025. Total operating expenses for the first nine months of Fiscal 2026 were $66.2 million, an increase of $8.9 million compared to the same period in Fiscal 2025. During the three months ended January 31, 2026, foreign exchange had a favorable impact on expenses of $0.4 million, when compared to the same period in Fiscal 2025. During the nine months ended January 31, 2026, foreign exchange had a favorable impact on expenses of $0.1 million, when compared to the same period in Fiscal 2025. Sales and marketing expenses Sales and marketing expenses for the three months ended January 31, 2026 were $9.8 million, an increase of $0.8 million compared to the same period in Fiscal 2025. The increase is mainly attributed to higher marketing program costs and amortization of intangible assets (acquired customer contracts; refer to Note 3 of the condensed interim consolidated financial statements). Sales and marketing expenses for the nine months ended January 31, 2026 were $30.0 million, an increase of $3.6 million compared to the same period in Fiscal 2025. The incr --- ease was attributed to higher personnel costs, user conference costs and marketing programs and amortization of intangible assets. 9 General and administrative expenses General and administrative expenses for the third quarter of Fiscal 2026 were $3.5 million, an increase of $0.4 million when compared to the same period in Fiscal 2025. The increase was primarily driven by higher personnel costs, professional fees and bad debt expense. General and administrative expenses for the nine months ended January 31, 2026 were $10.9 million, an increase of $1.7 million compared to the same period in Fiscal 2025. The increase was primarily driven by higher personnel costs, bad debt expense and professional fees. Net R&D expenses Net R&D expenses for the three months ended January 31, 2026 were $8.1 million, an increase of $1.0 million from the same period last year. Net R&D expenses for the first nine months of Fiscal 2026 were $25.3 million, an increase of $3.6 million from the same period last year. The increase resulted primarily from higher personnel costs and other R&D costs, partially offset by higher net capitalized development costs. For the three months ended January 31, 2026, the Company deferred development costs of $0.6 million compared to $0.4 million in the same period last year. For the first nine months of Fiscal 2026, the Company deferred development costs of $1.6 million compared to $1.3 million for the same period in Fiscal 2025. In the third quarter of Fiscal 2026, the Company amortized deferred development costs of $0.1 million compared to $0.2 million in the same period of Fiscal 2025. In the first nine months of Fiscal 2026 and Fiscal 2025, the Company amortized deferred development costs of $0.6 million. In the third quarter of Fiscal 2026, the Company recorded R&D tax credits and e-business tax credits of $1.3 million compared to $1.4 million for the same period in Fiscal 2025. In the first nine months of Fiscal 2026, the Company recorded R&D tax credits and e-business tax credits of $3.2 million compared to $3.3 million in the same period last year. Other (Costs) Income and Income Tax Expense Three Months Ended January 31, Nine Months Ended January 31, (in thousands of CAD) 2026 2025 2026 2025 Other (costs) income $ (144) $ (7) $ 67 $ 353 Income Tax Expense 1,304 811 3,079 1,674 Income Tax Expense as a percentage of profit before income taxes 43% 40% 42% 38% Other costs and income for the three and nine months ended January 31, 2026 consisted primarily of interest income on short-term investments, foreign exchange loss and interest on lease obligations. Income tax expense for the three and nine months ended January 31, 2026 increased by $0.5 million and $1.4 million, respectively, compared to the same periods last year. The increase in income tax expense is due primarily to higher pre-tax profits in the current periods. 10 Net Profit (in thousands of CAD, except earnings per share) Three Months Ended January 31, Nine Months Ended January 31, 2026 2025 Change % 2026 2025 Change % Net Profit $ 1,734 $ 1,193 45% $ 4,262 $ 2,749 55% Adjusted EBITDA3 $ 5,046 $ 3,535 43% $ 13,300 $ 9,068 47% Basic earnings per share $ 0.12 $ 0.08 50% $ 0.29 $ 0.19 53% Diluted earnings per share $ 0.12 $ 0.08 50% $ 0.29 $ 0.18 61% Net profit, Adjusted EBITDA and earnings per share for the third quarter and first nine months of Fiscal 2026 benefited from higher contributions from SaaS and professional services, partially offset by increased opera --- ting expenses. Net profit and earnings per share were affected by higher income tax expense, amortization of acquired intangible assets and stock-based compensation expense compared to the same periods last year. In Q3 Fiscal 2026, foreign exchange had an unfavorable impact of $0.2 million on net profit, Adjusted EBITDA and earnings per share compared to the same period last year. In the first nine months of Fiscal 2026, foreign exchange had a favorable impact of $0.4 million on net profit, Adjusted EBITDA and earnings per share compared to the same period last year. Quarterly Selected Financial Data The following table summarizes selected results for the eight most recently completed quarters to January 31, 2026: FY 2026 FY 2025 FY 2024 (in thousands of CAD, except earnings per share) Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 SaaS revenue $ 20,131 $ 19,654 $ 19,139 $ 18,375 $ 17,252 $ 16,130 $ 15,314 $ 14,191 Total revenue 48,496 48,641 45,960 46,555 45,181 42,442 42,276 43,955 Net Profit 1,734 1,766 762 1,710 1,193 758 798 259 Comprehensive income (loss) 4,822 821 12 9,858 (4,085) 410 935 (1,826) Adjusted EBITDA3 5,046 5,040 3,214 4,305 3,535 2,942 2,591 2,780 Basic earnings per share $ 0.12 $ 0.12 $ 0.05 $ 0.12 $ 0.08 $ 0.05 $ 0.05 $ 0.02 Diluted earnings per share $ 0.12 $ 0.12 $ 0.05 $ 0.11 $ 0.08 $ 0.05 $ 0.05 $ 0.02 SaaS revenue has shown sustained growth over the last eight quarters. Total revenue growth during this period has been impacted by fluctuations in professional services revenue and hardware revenue and a general decline in legacy maintenance & support revenue and license revenue as the business model shifts to SaaS. Comprehensive income (loss) is impacted by foreign exchange movements resulting from revenue hedging. Liquidity and Capital Resources (in thousands of CAD) January 31, 2026 April 30, 2025 Current assets $ 82,086 $ 89,904 Current liabilities $ 68,909 $ 67,982 3 Refer to section ‘’Non-IFRS Performance Measures’’ for definition. 11 On January 31, 2026, current assets totaled $82.1 million, down $7.8 million, compared to $89.9 million at the end of Fiscal 2025. The decrease is mainly due to work in progress, cash and cash equivalents as further described below and accounts receivable. Current liabilities on January 31, 2026, totaled $68.9 million, up $0.9 million, compared to $68.0 million at the end of Fiscal 2025. The increase is mainly due to accounts payable and accrued liabilities. (in thousands of CAD) January 31, 2026 April 30, 2025 Cash and cash equivalents $ 24,237 $ 27,580 Short-term investments 11,993 11,712 $ 36,230 $ 39,292 Cash and cash equivalents combined with short-term investments decreased by $3.1 million to $36.2 million compared to $39.3 million at the end of Fiscal 2025. The decrease is mainly due to (1) cash outflows from share repurchases under our Normal Course Issuer Bid, (2) payment of dividends, (3) acquisition of intangible assets, (4) investment in property and equipment primarily related to our new Montreal office, and (5) investment in deferred development costs partially offset by cash inflows from operating activities. Cash inflow (outflow) by activity (in thousands of CAD) Three Months Ended January 31, Nine Months Ended January 31, 2026 2025 2026 2025 Operating Activities $ 12,039 $ 6,807 $ 13,192 $ 7,030 Financing Activities (4,962) (2,182) (11,195) (8,716) Investing Activities (1,400) (503) (5,340) 3,800 Net cash inflows (outflows) $ 5,677 $ 4,122 $ (3,343) $ 2,114 Operating Activities Oper --- ating activities provided $12.0 million of cash in the third quarter of Fiscal 2026 in comparison to $6.8 million of cash provided in the third quarter of Fiscal 2025. In the third quarter of Fiscal 2026, cash from operating activities excluding changes in non-cash working capital increased by $1.2 million, while cash inflows from non-cash working capital items increased by $4.0 million compared to the same period last year. Operating activities provided $13.2 million of cash in the first nine months of Fiscal 2026 in comparison to $7.0 million in the same period of Fiscal 2025. In the first nine months of Fiscal 2026, cash from operating activities excluding changes in non-cash working capital increased by $3.8 million, while cash inflows from non-cash working capital items increased by $2.4 million compared to the same period last year. Financing Activities Cash used in financing activities was $5.0 million for the third quarter of Fiscal 2026 in comparison to $2.2 million used in the third quarter of Fiscal 2025. Cash used in financing activities was $11.2 million for the first nine months of Fiscal 2026 compared to $8.7 million used for the same period in Fiscal 2025. Cash flow used in financing activities was primarily the result of shares repurchased and cancelled under our Normal Course Issuer Bid and payments of dividends. Investing Activities In the third quarter of Fiscal 2026, investing activities used funds of $1.4 million compared to $0.5 million of cash used in the third quarter of Fiscal 2025. The increase in cash used is mainly due to higher acquisitions of property and equipment primarily related to our new Montreal office. In the first nine months of Fiscal 2026, investing activities used cash of $5.3 million compared to cash provided of $3.8 12 million for the same period of Fiscal 2025. The increase in cash used in investing activities is primarily due to lower transfers from short-term investments, higher acquisition of intangible assets and higher acquisitions of property and equipment. The Company believes that funds on hand at January 31, 2026 together with cash flows from operations will be sufficient to meet its needs for working capital, R&D, capital expenditures and dividend policy, as well as to invest in long-term growth. Related Party Transactions Under the provisions of the share purchase plan for key management and other management employees, the Company provided interest-free loans to key management and other management employees of $0.7 million during the nine months ended January 31, 2026 ($0.5 million for the same period last year) to facilitate their purchase of the Company’s common shares. As of January 31, 2026, loans outstanding amounted to $0.2 million (April 30, 2025 - $35 thousand). Subsequent Events Dividend Declaration: On March 4, 2026, the Company’s Board of Directors declared a quarterly dividend of $0.09 per share to be paid on April 15, 2026 to shareholders of record on March 25, 2026. Strategic Restructuring Initiative: Following a review of our operations and capabilities over the past several months to ensure alignment with the Company’s strategic direction, the Company implemented a workforce reduction of approximately 7% across multiple functions in February 2026. This restructuring is expected to result in severance charges of approximately $4.5 million. The Company intends to recognize a provision for these costs in the financial statements for the period ending April 30, 2026. T --- he Company expects the restructuring to eliminate roughly $8.1 million in annual operating costs, largely from personnel-related efficiencies. These reductions create flexibility for the Company to redirect resources into strategic growth initiatives, and, accordingly, the future operating cost profile will reflect both the realized efficiencies and the reinvestments required to support long-term growth. The above statements contain projections based on the Company’s current expectations and assumptions regarding future events and market trends. Actual outcomes may vary significantly. See also Forward-Looking Information above. Current and Anticipated Impacts of Current Economic Conditions Current overall economic conditions together with market uncertainty and volatility may have an adverse impact on the demand for the Company’s products and services as the industry may adjust quickly to exercise caution on capital spending. This uncertainty may impact the Company’s revenue. Based on ARR of $110.1 million and Professional services backlog of $36.0 million as of January 31, 2026, the Company’s management believes that total services revenue (including SaaS, maintenance and support and professional services revenue) ranging between $42.5 million and $43.5 million per quarter can be sustained in the short term. Strategically, the Company continues to focus its efforts on the most likely opportunities within its existing vertical markets and customer base. The Company also currently offers SaaS subscriptions, modular sales and implementations and enhanced payment terms to promote revenue growth. We see continued market appetite for 13 subscription-based SaaS licensing. The exchange rate of the U.S. dollar in comparison to the Canadian dollar continues to be an important factor affecting revenues and profitability as the Company currently derives more than 70% of its business from U.S. customers while the majority of its cost base is in Canadian dollars. The Company will continue to adjust its business model to ensure that costs are aligned to its revenue expectations and economic reality to the extent possible. Outstanding Share Data As at January 31, 2026, the Company had 14,639,829 common shares outstanding. During the third quarter of Fiscal 2026, the Company issued 7,108 common shares on the exercise of stock options (Fiscal 2025 – 29,438). During the first nine months of Fiscal 2026, the Company issued 19,723 shares on the exercise of stock options (Fiscal 2025 - 53,337). In the third quarter of Fiscal 2026, the Company repurchased and cancelled 115,000 of its common shares as part of its ongoing Normal Course Issuer Bid (Fiscal 2025 – 38,200). In the first nine months of Fiscal 2026, the Company repurchased and cancelled 216,014 of its common shares as part of its ongoing Normal Course Issuer Bid (Fiscal 2025 – 149,400). Critical Accounting Policies and Critical Accounting Judgements and Key Sources of Estimation Uncertainty The Company’s critical accounting policies are those that it believes are the most important in determining its financial condition and results. The preparation of the consolidated financial statements in accordance with IFRS requires management to make estimates, assumptions, and judgments that affect the application of accounting policies and the reported amounts of assets and liabilities, and revenue and expenses. Reported amounts and note disclosures reflect the overall economic conditions that are most likel --- y to occur and the anticipated measures that management intends to take. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods. There have been no significant changes in the key sources of estimation uncertainty and judgements made in relation to the accounting policies applied to those disclosed in the Company’s annual consolidated financial statements for the year ended April 30, 2025. Controls & Procedures Disclosure Controls and Procedures Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure. The Company’s Chief Executive Officer (CEO) and its Chief Financial Officer (CFO) are responsible for establishing and maintaining disclosure controls and procedures regarding the communication of information. They are assisted in this responsibility by the Company’s Executive Committee, which is composed of members of senior management. Based on the evaluation of the Company’s disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of January 31, 2026. Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) to provide reasonable assurance regarding the reliability of the Company’s financial reporting and its compliance with IFRS in its Financial Statements. The control framework that was designed by the Company’s ICFR is in accordance with the framework criteria established in Internal Control Integrated Framework issued by the 14 Committee of Sponsoring Organizations of the Treadway Commission (2013) (COSO). No changes to internal controls over financial reporting have come to management’s attention during the three- month period ending on January 31, 2026, that have materially affected or are reasonably likely to materially affect internal controls over financial reporting. Supplemental Information Reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable IFRS measure FY 2026 FY 2025 FY 2024 (in thousands of CAD) Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Net Profit $ 1,734 $ 1,766 $ 762 $ 1,710 $ 1,193 $ 758 $ 798 $ 259 Adjustments for: Depreciation of property and equipment and right-of-use assets 401 332 329 349 376 377 371 361 Amortization of deferred development costs 275 281 281 184 190 198 197 147 Amortization of other intangible assets 528 529 543 320 322 328 334 347 Interest expense 64 7 11 15 18 24 25 27 Interest income (86) (98) (121) (111) (150) (163) (217) (233) Income taxes 1,304 1,150 625 1,302 811 427 436 (781) EBITDA 4,220 3,967 2,430 3,769 2,760 1,949 1,944 127 Adjustments for: Stock based compensation 826 1,073 784 536 775 993 647 531 Restructuring costs - - - - - - - 2,122 Adjusted EBITDA $ 5,046 $ 5,040 $ 3,214 $ 4,305 $ 3,535 $ 2,942 $ 2,591 $ 2,780 1 Condensed Interim Consolidated Financial Statements (Unaudited) TECSYS INC. For the three and nine-month periods ended January 31, 2026 and 2025 2 MANAGEMENT --- ’S COMMENTS ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE-MONTH PERIODS ENDED JANUARY 31, 2026 and 2025 NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s Management. The Company’s independent Auditors, KPMG LLP, have not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s Auditors. Dated this 4th day of March 2026. Tecsys Inc. Condensed Interim Consolidated Statements of Financial Position (Unaudited) (in thousands of Canadian dollars) 3 See accompanying notes to the unaudited condensed interim consolidated financial statements. Note January 31, 2026 April 30, 2025 Assets Current assets Cash and cash equivalents $ 24,237 $ 27,580 Short-term investments 4 11,993 11,712 Accounts receivable 22,729 23,943 Work in progress 4,068 7,436 Other receivables 936 274 Tax credits 5,285 6,390 Inventory 1,667 1,870 Prepaid expenses and other 6 11,171 10,699 Total current assets 82,086 89,904 Non-current assets Other long-term receivables and assets 3,221 1,457 Tax credits 8,099 6,120 Property and equipment 5 4,735 1,164 Right-of-use assets 5 2,506 836 Contract acquisition costs 6 4,945 5,017 Deferred development costs 4,551 3,838 Other intangible assets 7,942 6,726 Goodwill 18,006 17,827 Deferred tax assets 6,876 7,521 Total non-current assets 60,881 50,506 Total assets $ 142,967 $ 140,410 Liabilities Current liabilities Accounts payable and accrued liabilities $ 23,477 $ 22,367 Deferred revenue 45,017 45,025 Lease obligations 7 415 590 Total current liabilities 68,909 67,982 Non-current liabilities Other long-term accrued liabilities 12 - 33 Deferred tax liabilities 202 405 Lease obligations 7 4,884 728 Total non-current liabilities 5,086 1,166 Total liabilities $ 73,995 $ 69,148 Equity Share capital 8 $ 57,426 $ 57,573 Contributed surplus 797 4,755 Retained earnings 8,122 7,700 Accumulated other comprehensive income 12 2,627 1,234 Total equity attributable to the owners of the Company 68,972 71,262 Total liabilities and equity $ 142,967 $ 140,410 Tecsys Inc. Condensed Interim Consolidated Statements of Income and Comprehensive Income For the three and nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars, except per share data) 4 See accompanying notes to the unaudited condensed interim consolidated financial statements. Three Months Ended January 31, Nine Months Ended January 31, Note 2026 2025 2026 2025 Revenue: SaaS $ 20,131 $ 17,252 $ 58,924 $ 48,696 Maintenance and Support 7,752 8,142 23,311 24,560 Professional Services 14,976 13,920 48,015 41,452 License 595 212 777 1,517 Hardware 5,042 5,655 12,070 13,674 Total revenue 48,496 45,181 143,097 129,899 Cost of revenue 10 23,895 23,907 69,574 68,449 Gross profit 24,601 21,274 73,523 61,450 Operating expenses: Sales and marketing 9,821 9,053 30,045 26,457 General and administration 3,521 3,096 10,928 9,273 Research and development, net of tax credits 8,077 7,114 25,276 21,650 Total operating expenses 21,419 19,263 66,249 57,380 Profit from operations 3,182 2,011 7,274 4,070 Other (costs) income 11 (144) (7) 67 353 Profit before income taxes 3,038 2,004 7,341 4,423 Income tax expense 1,304 811 3,07 --- 9 1,674 Net profit $ 1,734 $ 1,193 $ 4,262 $ 2,749 Other comprehensive income (loss): Effective portion of changes in fair value on designated revenue hedges, net of tax 12 3,109 (5,188) 1,141 (5,721) Exchange differences on translation of foreign operations 12 (21) (90) 252 232 Comprehensive income (loss) $ 4,822 $ (4,085) $ 5,655 $ (2,740) Basic earnings per common share 8 $ 0.12 $ 0.08 $ 0.29 $ 0.19 Diluted earnings per common share 8 $ 0.12 $ 0.08 $ 0.29 $ 0.18 Tecsys Inc. Condensed Interim Consolidated Statements of Cash Flows For the three and nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars) 5 See accompanying notes to the unaudited condensed interim consolidated financial statements. Three Months Ended January 31, Nine Months Ended January 31, Note 2026 2025 2026 2025 Cash flows from operating activities: Net profit $ 1,734 $ 1,193 $ 4,262 $ 2,749 Adjustments for: Depreciation of property and equipment and right-of-use- assets 401 376 1,062 1,124 Amortization of deferred development costs 275 190 837 585 Amortization of other intangible assets 528 322 1,600 984 Interest expense (income) and foreign exchange loss 11 144 7 (67) (353) Unrealized foreign exchange and other (591) 516 (602) 599 Non-refundable tax credits (833) (1,008) (1,979) (1,942) Stock-based compensation 8 826 775 2,683 2,415 Income taxes 1,121 34 2,361 221 Net cash from operating activities excluding changes in non-cash working capital items related to operations 3,605 2,405 10,157 6,382 Accounts receivable 327 269 1,270 571 Work in progress 2,175 (2,563) 3,382 (2,804) Other receivables and assets (393) 90 (912) (346) Tax credits 3,502 3,338 1,105 979 Inventory 234 178 204 (576) Prepaid expenses (1,685) (1,534) (427) (571) Contract acquisition costs 6 (682) (251) 37 (171) Accounts payable and accrued liabilities 2,762 3,111 (978) 1,111 Deferred revenue 2,194 1,764 (646) 2,455 Changes in non-cash working capital items related to operations 8,434 4,402 3,035 648 Net cash provided by operating activities 12,039 6,807 13,192 7,030 Cash flows from financing activities: Payment of lease obligations 7 (112) (205) (543) (607) Payment of dividends (1,323) (1,251) (3,840) (3,619) Interest paid 11 (6) (18) (24) (67) Issuance of common shares on exercise of stock options 181 971 531 1,568 Shares repurchased and cancelled 8 (3,702) (1,679) (7,319) (5,991) Net cash used in financing activities (4,962) (2,182) (11,195) (8,716) Cash flows from investing activities: Interest received 11 1 32 24 59 Transfers from short-term investments 4 - - - 5,570 Acquisitions of property and equipment (774) (88) (1,839) (497) Acquisition of intangible assets 3 - - (1,975) - Deferred development costs (627) (447) (1,550) (1,332) Net cash (used in) provided by investing activities (1,400) (503) (5,340) 3,800 Net increase (decrease) in cash and cash equivalents during the period 5,677 4,122 (3,343) 2,114 Cash and cash equivalents - beginning of period 18,560 16,848 27,580 18,856 Cash and cash equivalents - end of period $ 24,237 $ 20,970 $ 24,237 $ 20,970 Tecsys Inc. Condensed Interim Consolidated Statements of Changes in Equity For the nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars, except number of shares) 6 See accompanying notes to the unaudited condensed interim consolidated financial statements. Share capital Accumulated other comprehensive income (loss) Note Number Amount Contributed Surplus Re --- tained earnings Total Balance, May 1, 2025 14,836,120 $ 57,573 $ 4,755 $ 1,234 $ 7,700 $ 71,262 Net profit - - - - 4,262 4,262 Other comprehensive income: Effective portion of changes in fair value on designated revenue hedges 12 - - - 1,141 - 1,141 Exchange differences on translation of foreign operations 12 - - - 252 - 252 Total comprehensive income - - - 1,393 4,262 5,655 Shares repurchased and cancelled 8 (216,014) (848) (6,471) - - (7,319) Stock-based compensation 8 - 2,683 - - 2,683 Dividends to equity owners 8 - - - - (3,840) (3,840) Share options exercised 8 19,723 701 (170) - - 531 Total transactions with owners of the Company (196,291) $ (147) $ (3,958) $ - $ (3,840) $ (7,945) Balance, January 31, 2026 14,639,829 $ 57,426 $ 797 $ 2,627 $ 8,122 $ 68,972 Balance, May 1, 2024 14,840,150 $ 52,256 $ 9,417 $ (1,425) $ 8,121 $ 68,369 Net profit - - - - 2,749 2,749 Other comprehensive (loss) income: Effective portion of changes in fair value on designated revenue hedges 12 - - - (5,721) - (5,721) Exchange differences on translation of foreign operations 12 - - - 232 - 232 Total comprehensive (loss) income - - - (5,489) 2,749 (2,740) Shares repurchased and cancelled 8 (149,400) (531) (5,460) - - (5,991) Stock-based compensation 8 - - 2,415 - - 2,415 Dividends to equity owners 8 - - - - (3,619) (3,619) Share options exercised 8 53,337 2,063 (495) - - 1,568 Total transactions with owners of the Company (96,063) $ 1,532 $ (3,540) $ - $ (3,619) $ (5,627) Balance, January 31, 2025 14,744,087 $ 53,788 $ 5,877 $ (6,914) $ 7,251 $ 60,002 Tecsys Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars, except per share data) 7 1. Description of business: Tecsys Inc. (the “Company”) was incorporated under the Canada Business Corporations Act in 1983. The Company’s principal business activity is the development, marketing and sale of enterprise-wide supply chain management software for distribution, warehousing, transportation logistics, point-of-use and order management. The Company sells its software primarily on a subscription basis as Software as a Service. The Company also provides related consulting, training and support services. The Company is headquartered at 1801, McGill College Avenue, Montréal, Canada, and derives substantially all of its revenue from customers located in the United States, Canada and Europe. The Company’s customers consist primarily of healthcare and life sciences organizations, both providers and suppliers, in addition to customers requiring a high level of agility and control over their supply chains. These include retailers, third-party logistics providers, industrial and service parts distributors, and other high-volume distribution organizations. The consolidated financial statements comprise the Company and its wholly-owned subsidiaries. The Company is a publicly listed entity and its shares are traded on the Toronto Stock Exchange under the symbol TCS. 2. Basis of preparation: (a) Statement of compliance: The Company’s unaudited condensed interim consolidated financial statements and the notes thereto have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). They do not include all the information required in the full annual financial statements. Certain informati --- on and footnote disclosures normally included in annual financial statements were omitted or condensed where such information is not considered material to the understanding of the Company’s interim financial information. As such, they should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended April 30, 2025 (“Fiscal 2025”). The unaudited condensed interim consolidated financial statements were authorized for issue by the Board of Directors on March 4, 2026. The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of the audited annual consolidated financial statements as at April 30, 2025. (b) Functional and presentation currency: The unaudited condensed interim consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company. All financial information presented in Canadian dollars has been rounded to the nearest thousand ($000) except when otherwise indicated. (c) New standards and interpretations not yet adopted by the Company Refer to the Company’s audited annual consolidated financial statements for Fiscal 2025 for a discussion of new amendments not yet adopted. 3. Acquisition of intangible assets: On May 1, 2025, the Company announced the establishment of a new subsidiary in India as part of an asset acquisition that included the hiring of an India-based team. The $2,700 acquisition is comprised of intangible assets and was paid for with cash of $1,975 and assumption of liabilities (primarily deferred revenue) of $725. Tecsys Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars, except per share data) 8 4. Short-term investments: Short-term investments consist of Guaranteed Investment Certificates (GIC) with maturities of less than 3 months. 5. Right-of-use (“ROU”) assets: The following table presents the ROU assets for the Company: On November 1, 2025, the Company entered a 10‑year lease for its new Montreal office, resulting in the recognition of a ROU asset of $2,412. The new ROU asset is depreciated on a straight-line basis over the lease term. At commencement date, ROU assets are recorded as the present value of future minimum lease payments less lease incentives. As part of the lease arrangement, the Company received a non‑cash lease incentive of $2,503, representing landlord- funded office improvement costs, which was recorded as leasehold improvements – Property and Equipment. The leasehold improvements are depreciated over the lease term assuming no renewal period. 6. Contract acquisition costs: The following table presents the contract acquisition costs for the Company: Nine Months Ended January 31, 2026 Twelve Months Ended April 30, 2025 Balance, beginning of the period $ 7,934 $ 6,844 Additions 2,301 3,735 Amortization (2,338) (2,645) Balance, end of period $ 7,897 $ 7,934 Presented as: January 31, 2026 April 30, 2025 Current $ 2,952 $ 2,917 Non-current $ 4,945 $ 5,017 Nine Months Ended January 31, 2026 Twelve Months Ended April 30, 2025 Balance, beginning of period $ 11,712 $ 16,713 Net withdrawals - (5,570) Interest on short-term investments (note 11) 281 569 Balance, end of period $ 11,993 $ 11,712 Offices Data centers Total Balance at April 30, 2025 $ 800 $ 36 $ 836 Additions 2,412 - 2,412 Remeasurement of l --- ease liability (note 7) (455) - (455) Depreciation (261) (30) (291) Effect of foreign currency exchange differences 4 - 4 Balance at January 31, 2026 $ 2,500 $ 6 $ 2,506 Tecsys Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars, except per share data) 9 6. Contract acquisition costs (continued): The current portion of contract acquisition costs is included in Prepaid expenses and other in the unaudited condensed interim consolidated statements of financial position. Amortization of contract acquisition costs is recorded in sales and marketing expense. 7. Lease obligations: The Company’s leases are primarily for office space. The following table presents the contractual undiscounted cash flows for lease obligations as at January 31, 2026: Total cash outflow was $118 and $567 for the three and nine months ended January 31, 2026 ($223 and $674 for the same periods of Fiscal 2025), including $112 and $543 of principal payments on lease obligations ($205 and $607 for the same periods of Fiscal 2025). The expense relating to variable lease payments not included in the measurement of lease obligations was $113 and $597 for the three and nine months ended January 31, 2026 ($228 and $671 for the same periods of Fiscal 2025). This consists of variable lease payments for operating costs, property taxes and insurance. Expenses relating to short-term leases not included in the measurement of lease obligations for the three and nine months ended January 31, 2026 and January 31, 2025 were not significant. Expenses related to leases of low value assets were $61 and $188 for the three and nine months ended January 31, 2026 ($32 and $149 for the same periods of Fiscal 2025). Additions to lease obligations for the three and nine months ended January 31, 2026, were $4,915 ($nil for the same periods of Fiscal 2025), representing the present value of future minimum lease payments associated with the new Montreal office lease. During the nine months ended January 31, 2026, the Company remeasured one of its lease liabilities following a change in the assessment of the renewal period included in the lease term. This remeasurement resulted in a reduction of $455 to both the lease liability and the corresponding ROU asset. Less than one year $ 656 One to five years 2,497 More than five years 3,568 Total undiscounted lease obligations $ 6,721 Tecsys Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars, except per share data) 10 8. Share capital and Stock option plan: (a) Dividend policy: The Company maintains a quarterly dividend policy. The declaration and payment of dividends is at the discretion of the Board of Directors, which will consider earnings, capital requirements, financial conditions and other such factors as the Board of Directors, in its sole discretion, deems relevant. On June 26, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.085 per share, paid on August 1, 2025 to shareholders of record on July 11, 2025. On September 4, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.085 per share, paid on October 3, 2025 to shareholders of record on September 19, 2025. On December 3, 2025 the Company’s Board of Directors declared a quarterly divi --- dend of $0.09 per share, paid on January 6, 2026 to shareholders of record on December 17, 2025. (b) Earnings per share: The calculation of basic earnings per share is based on the profit attributable to common shareholders and the weighted average number of common shares outstanding. The calculation of diluted earnings per share is based on the profit attributable to common shareholders and the weighted average number of common shares outstanding after adjustment for the effects of all dilutive common shares. Basic and diluted earnings per share are calculated as follows: Three Months Ended January 31, Nine Months Ended January 31, 2026 2025 2026 2025 Net profit, attributable to common shareholders $ 1,734 $ 1,193 $ 4,262 $ 2,749 Weighted average number of basic common shares 14,693,992 14,735,099 14,775,465 14,775,419 Dilutive impact of stock options 41,883 205,297 70,561 133,666 Weighted average number of diluted common shares 14,735,875 14,940,396 14,846,026 14,909,085 Basic earnings per common share $ 0.12 $ 0.08 $ 0.29 $ 0.19 Diluted earnings per common share $ 0.12 $ 0.08 $ 0.29 $ 0.18 As at January 31, 2026, 802,906 and 589,327 options were excluded from the calculation of the three and nine months weighted average number of diluted common shares, respectively, as their effect would have been anti-dilutive (29,086 and 290,838 for the comparative periods of Fiscal 2025). (c) Stock option plan: The Company has a stock option plan under which stock options may be granted to certain employees and directors. Under the terms of the plan, the Company may grant options up to 10% of its issued and outstanding shares. The stock option plan is administered by the Board of Directors who may determine, in accordance with the terms of the plan, the terms relating to each option, including the extent to which each option is exercisable during the term of the options. The exercise price is generally determined based on the weighted average trading price of the Company’s common shares for the 5 days prior to the date the Board of Directors grants the option. Tecsys Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars, except per share data) 11 8. Share capital and Stock option plan (continued): (c) Stock option plan (continued): The movement in outstanding stock options for the nine months ended January 31, 2026 is as follows: Number of options Weighted average exercise price Outstanding at April 30, 2025 858,906 $ 32.49 Granted 242,245 40.47 Exercised (19,723) 26.93 Forfeited/Expired (26,654) 34.57 Outstanding at January 31, 2026 1,054,774 $ 34.37 The following table outlines the outstanding stock options of the Company as at January 31, 2026: Grant Date Fair value per option Remaining contractual life in years Number of options currently exercisable Exercise price Outstanding options February 24, 2021 18.79 0.07 2,000 60.62 2,000 June 29, 2021 12.66 0.41 131,507 40.34 131,507 June 29, 2022 12.90 1.41 144,347 34.91 166,294 September 26, 2022 10.80 1.65 2,844 28.55 3,500 March 1, 2023 10.42 2.08 2,063 26.88 3,000 June 29, 2023 9.98 2.41 148,798 25.48 245,369 November 30, 2023 13.68 2.83 2,924 33.52 5,848 June 27, 2024 12.74 3.41 90,403 33.23 243,935 September 5, 2024 15.80 3.60 3,461 42.02 11,076 June 26, 2025 15.71 4.40 30,281 40.47 242,245 The issued options vest on quarterly straight-line basis (6.25% per quarter --- ) over the vesting period of 4 years and must be exercised within 5 years from the date of grant. Tecsys Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars, except per share data) 12 8. Share capital and Stock option plan (continued): (c) Stock option plan (continued): The fair value of options granted on June 26, 2025, September 5, 2024 and June 27, 2024 were determined using the Black-Scholes option pricing model with the following assumptions: Fiscal 2026 Fiscal 2025 June 26, 2025 September 5, 2024 June 27, 2024 Exercise share price $ 40.47 $ 42.02 $ 33.23 Expected option life (years) 5 5 5 Weighted average expected stock price volatility 43.26% 41.11% 42.10% Weighted average dividend yield 0.82% 0.75% 0.93% Weighted average risk-free interest rate 2.90% 2.96% 3.40% For the three and nine months ended January 31, 2026, the Company recognized stock-based compensation expense of $826 and $2,683 ($775 and $2,415 for the same periods of Fiscal 2025). The contributed surplus accounts are used to record the accumulated compensation expense related to equity-settled share-based compensation transactions. Upon exercise of stock options, the corresponding amounts previously credited to contributed surplus are transferred to share capital. (d) Share capital: On September 12, 2023, the Company announced its Notice of Intention to make a normal course issuer bid (“NCIB”) with the Toronto Stock Exchange (“TSX”). The NCIB covered the twelve-month period commencing September 14, 2023 and ending September 13, 2024. On September 18, 2024, the Company announced that the TSX approved the renewal of the Company’s NCIB for the twelve-month period commencing September 20, 2024 and ending September 19, 2025. Purchases under the NCIB were made at the prevailing market price at the time of acquisition, plus brokerage fees, through the facilities of the TSX and/or alternative Canadian trading systems, in accordance with the TSX’s applicable policies. All common shares purchased under the NCIB were cancelled. On September 17, 2025, the Company announced that the TSX approved the renewal of the Company’s NCIB for the twelve-month period commencing September 20, 2025 and ending September 19, 2026. The Company intends to purchase up to 500,000 common shares, which represents 3.4% of its 14,814,835 issued and outstanding common shares as of September 9, 2025. Under the NCIB, other than purchases made under block purchase exemptions, the Company may purchase up to 2,378 common shares during any trading day, which represents 25% of 9,514, being the average daily trading volume for the six months ended August 31, 2025. These purchases will be made at the prevailing market price at the time of acquisition, plus brokerage fees, through the facilities of the TSX and/or alternative Canadian trading systems, in accordance with the TSX’s applicable policies. All common shares purchased under the NCIB will be cancelled. During the nine-month period ended January 31, 2026, the Company purchased 216,014 (149,400 for the same period in Fiscal 2025) of its outstanding common shares for cancellation at an average price of $33.88 per share ($40.10 for the same period in Fiscal 2025). The total cost related to purchasing these shares, including other related costs, was $7,319 ($5,991 for the same period in Fiscal 2025). The excess purchase price ove --- r the net book value of these shares of $6,471 has been charged to contributed surplus ($5,460 for the same period in Fiscal 2025). Tecsys Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars, except per share data) 13 9. Remaining performance obligation: The Company enters into SaaS subscription agreements and has historically entered into hosting agreements (classified under Maintenance and Support) that are typically multi-year performance obligations with original contract terms of three to five years. The Company enters into maintenance and support contracts other than hosting agreements that typically have an original term of one year and are subject to annual renewal. These contracts with an original term of one year (or less) are excluded from the table below. The following table presents revenue expected to be recognized in the future related to SaaS and maintenance and support performance obligations that are part of a contract with an original duration of greater than one year and that are unsatisfied (or partially satisfied) at January 31, 2026: January 31, 2026 January 31, 2025 Remainder of Fiscal 2026 Fiscal 2027 Fiscal 2028 and thereafter Total Total SaaS $ 21,343 $ 74,669 $ 152,862 $ 248,874 $ 210,181 Maintenance and support 302 498 - 800 945 $ 21,645 $ 75,167 $ 152,862 $ 249,674 $ 211,126 10. Cost of revenue: Three Months Ended January 31, Nine Months Ended January 31, 2026 2025 2026 2025 SaaS, maintenance, support, and professional services: Gross expenses $ 19,997 $ 19,769 $ 60,497 $ 57,850 Depreciation and Amortization 353 187 715 571 Reimbursable expenses 332 256 1,069 731 E-business tax credits (515) (609) (2,009) (1,972) $ 20,167 $ 19,603 $ 60,272 $ 57,180 License and hardware 3,728 4,304 9,302 11,269 Cost of revenue $ 23,895 $ 23,907 $ 69,574 $ 68,449 Tecsys Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars, except per share data) 14 11. Other (costs) income: Three Months Ended January 31, Nine Months Ended January 31, 2026 2025 2026 2025 Interest accretion expense - lease obligations $ (64) $ (18) $ (82) $ (67) Foreign exchange loss (166) (139) (156) (110) Interest income on short-term investments 85 118 281 471 Interest income - other 1 32 24 59 $ (144) $ (7) $ 67 $ 353 For the three and nine months ended January 31, 2026, $58 of the interest expense was non-cash interest accretion on lease obligations (2025 - $nil). 12. Derivative instruments and risk management: The Company is exposed to currency risk as a significant portion of the Company’s revenues and expenses are incurred in U.S. dollars resulting in U.S. dollar-denominated accounts receivable and accounts payable and accrued liabilities. In addition, certain of the Company’s cash and cash equivalents are denominated in U.S. dollars. These balances are therefore subject to gains or losses due to fluctuations in that currency. The Company may enter into foreign exchange contracts in order to (a) offset the impact of the fluctuation of the U.S. dollar on its U.S. net monetary assets and (b) hedge highly probable future revenue denominated in U.S. dollars. The Company uses derivative financial instruments only for risk management purposes, not for generating trading profits. As such, any change --- in cash flows associated with derivative instruments is expected to be offset by changes in cash flows related to the net monetary position in the foreign currency and the recognition of highly probable future U.S. denominated revenue and related accounts receivable. Revenue hedge designated derivative instruments The following tables present the revenue hedge designated derivative instruments as of January 31, 2026: Number of contracts To sell Contracts average exchange rate Unrealized gain presented in assets Unrealized loss presented in liabilities January 31, 2026 71 US$ 128,000 CA$ 1.3624 CA$ 2,480 CA$ 41 January 31, 2025 77 US$ 132,000 CA$ 1.3579 CA$ - CA$ 8,397 On January 31, 2026, no unrealized loss was included in non-current liabilities ($3,886 on January 31, 2025). On January 31, 2026, $1,961 of the unrealized gain was included in non-current receivables ($nil on January 31, 2025). Of the US$128,000 open contracts to sell US Dollars on January 31, 2026, US$116,000 relates to future revenue hedges and US$12,000 relates to past revenue hedges (on January 31, 2025: US$119,000 and US$13,000, respectively). Tecsys Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars, except per share data) 15 12. Derivative instruments and risk management (continued): Outstanding contracts related to highly probable future revenue Notional amount As of January 31, 2026 – Related to highly probable future revenue US$ 116,000 In the 12-month period through January 2027 US$ 56,000 In the 15-month period through April 2028 US$ 60,000 As of January 31, 2025 – Related to highly probable future revenue US$ 119,000 In the 12-month period through January 2026 US$ 51,000 In the 15-month period through April 2027 US$ 68,000 The following table represents the movement in accumulated other comprehensive income (loss) since the designation of hedging derivative instruments: Three Months Ended January 31, Nine Months Ended January 31, 2026 2025 2026 2025 Accumulated other comprehensive (loss) income on cash flow hedges as at the beginning of period $ (1,320) $ (1,826) $ 648 $ (1,293) Changes in fair value on derivatives designated as cash flow hedges, net of tax 3,269 (6,809) 596 (7,978) Amounts reclassified from accumulated other comprehensive income to net earnings, and included in: Revenue 214 1,115 740 1,639 Other costs (374) 506 (195) 618 Accumulated other comprehensive income (loss) from cash flow hedges $ 1,789 $ (7,014) $ 1,789 $ (7,014) Accumulated other comprehensive income - translation adjustment from foreign operations at the end of period 838 100 838 100 Total accumulated other comprehensive income (loss) as at the end of period $ 2,627 $ (6,914) $ 2,627 $ (6,914) As at January 31, 2026, the accumulated other comprehensive income from cash flow hedges of $1,789 (2025 – accumulated other comprehensive loss of $7,014) presented in accumulated other comprehensive income is expected to be classified to net profit within the next 27 months (as at January 31, 2025– 27 months). Tecsys Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars, except per share data) 16 13. Related party transactions: Key management includes Board of Directors (executive and non-executive) and members of the Executive C --- ommittee that report directly to the President and Chief Executive Officer of the Company. As at January 31, 2026, key management and their spouses control 15.5% (April 30, 2025 – 16.8%) of the issued common shares of the Company. The compensation paid or payable to key management for employee services is as follows: Three Months Ended January 31, Nine Months Ended January 31, 2026 2025 2026 2025 Salaries, including bonus $ 1,717 $ 1,490 $ 5,034 $ 4,454 Other short-term benefits 54 62 170 169 Payments to defined contribution plans 56 44 141 100 $ 1,827 $ 1,596 $ 5,345 $ 4,723 The Company has a share purchase plan for key management and other management employees under which they may receive interest‑free loans to facilitate the purchase of common shares. No interest‑free loans were provided during the three months ended January 31, 2026 and 2025. During the nine months ended January 31, 2026, the Company provided interest‑free loans of $674 ($454 for the same period in Fiscal 2025). As at January 31, 2026, loans outstanding amounted to $208 (April 30, 2025 – $35) and are included in other receivables in the unaudited condensed interim consolidated statements of financial position. 14. Operating segment: Management has organized the Company under one reportable segment: the development and marketing of enterprise- wide distribution software and related services. Following is a summary of revenue by geographic location in which the Company’s customers are located: Three Months Ended January 31, Nine Months Ended January 31, 2026 2025 2026 2025 United States $ 35,057 $ 31,961 $ 104,485 $ 93,072 Canada 8,818 8,891 24,238 23,822 Europe 4,297 3,934 13,084 11,637 Other 324 395 1,290 1,368 $ 48,496 $ 45,181 $ 143,097 $ 129,899 Tecsys Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine-month periods ended January 31, 2026 and 2025 (Unaudited) (in thousands of Canadian dollars, except per share data) 17 15. Subsequent events: Dividend Declaration: On March 4, 2026, the Company’s Board of Directors declared a quarterly dividend of $0.09 per share to be paid on April 15, 2026 to shareholders of record on March 25, 2026. Strategic Restructuring Initiative: Following a review of our operations and capabilities over the past several months to ensure alignment with the Company’s strategic direction, the Company implemented a workforce reduction of approximately 7% across multiple functions in February 2026. This restructuring is expected to result in severance charges of approximately $4.5 million. The Company intends to recognize a provision for these costs in the financial statements for the period ending April 30, 2026. Tecsys Inc. 1801 McGill College Avenue Suite 1200 Montreal, Quebec H3A 2N4 Canada Tel: (800) 922-8649 (514) 866-0001 Fax: (450) 688-3288 www.tecsys.com Copyright © Tecsys Inc. 2026 All names, trademarks, products, and services mentioned are registered or unregistered trademarks of their respective owners.