ADF Group Inc. — Earnings Release 2026

Apr 16, 2026

PRESS RELEASE

CDF Group Inc.

ADF GROUP INC. ANNOUNCES THE RESULTS FOR THE YEAR ENDED JANUARY 31, 2026

HIGHLIGHTS

• Revenue of $258.7 million.
• Net income of $26.3 million or $0.93 per share, basic and diluted.
• Cash flows from operations of $49.4 million for the fiscal year ended January 31, 2026.
• Record order backlog (1) reaching $561.1 million as at January 31, 2026, 57% of which is made up of Canadian contracts.
• Higher cash position even with the acquisition of Groupe LAR finalized on September 18, 2025.

Terrebonne, Quebec, April 16, 2026

ADF GROUP INC. ("ADF" or the "Corporation") (TSX/DRX) closed its 2026 fiscal year with revenues of $258.7 million compared to $339.6 million last year.

Gross margin, as a percentage of revenues (1), went from 31.6% for the fiscal year ended January 31, 2025, to 23.1% for the fiscal year ended January 31, 2026. This variation is in line with the decrease in revenues and is largely explained by the impact of U.S. tariffs.

The decrease in revenues obliged ADF to implement a Work-Sharing program at its Terrebonne plant during the first quarter ended April 30, 2025. This program has allowed the Corporation to mitigate the negative impacts of the decrease in fabrication hours, but not entirely. U.S. tariffs also had an indirect negative impact on the Corporation's margins; impact caused by the increase in the price of steel set by the U.S. steel mills.

Adjusted earning before interest, taxes, depreciation, and amortization (1) (adjusted EBITDA) for the fiscal year ended January 31, 2026, totalled $43.5 million, compared with $91.3 millions a year earlier.

For the fiscal year ended January 31, 2026, ADF posted net income of $26.3 million ($0.93 per share basic and diluted) compared with net income of $56.8 million ($1.84 per share, basic and diluted) a year earlier.

As at January 31, 2026, the Corporation had a working capital (1) of $104.8 million, which is $4.4 million less than from the same date a year earlier. Moreover, the Corporation generated cash flow from operating activities totalling $49.4 million during the fiscal year ended January 31, 2026. The Corporation closed the fiscal year ended January 31, 2026, with $62.7 million in liquidities compared with $60.0 million the previous fiscal year, including the buyback and cancellation the Subordinated Voting Shares, totaling $9.0 million during the fiscal year ended January 31, 2026, and the acquisition of Groupe LAR Inc. totaling $16.4 million.

The Corporation's order backlog (1) reached a record high of $561.1 million as at January 31, 2026, compared to $293.1 million as at January 31, 2025. The Corporation's order backlog includes the orders of Groupe LAR, which totaled $138.2 million, and does not include the option to extend the contract announced on July 23, 2025, by five (5) years.

Most of the contracts in hand as at January 31, 2026, will progressively be executed by the end of the fiscal year ending January 31, 2028.

(1) The order backlog, gross margin as a percentage of revenues and working capital are additional financial measures. Refer to the "Non-IFRS and Other Financial Measures" section herein for the definition of these indicators.

(2) Adjusted EBITDA is a non-IFRS financial measure. Refer to the "Non-IFRS Financial Measures and Other Financial Measures" section of this press release for the definition of this indicator.

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ADF Group Inc. | Press Relesae
April 16, 2026

Financial Highlights

Fiscal Years Ended January 31,	2026	2025
(In thousands of Canadian dollars, and dollars per share)	$	$
Revenues	258,736	339,632
Adjusted EBITDA (1)	43,501	91,289
Income before income taxes expense	35,793	78,407
Net income for the fiscal year	26,311	56,790
— Basic and diluted per share	0.93	1.84
Cash flows from operations	49,417	55,056
(In thousands)	Number	Number
Average number of outstanding shares (basic and diluted)	28,426	30,852

(1) Adjusted EBITDA is a non-IFRS financial measure. Refer to the "Non-IFRS Financial Measures and Other Financial Measures" section of this press release for the definition of this indicator.

Outlook

"Although the results for the fiscal year ended January 31, 2026 are lower than the exceptional results of the previous year, we can certainly be more than satisfied with the financial and operational performances, and the acquisition of Groupe LAR that we were able to carry out successfully" indicated Mr. Jean Paschini, Chairman of the Board and Chief Executive Officer

"The order backlog increase, including Groupe LAR's inclusion following the acquisition finalized on September 18, 2025, as well as a more neutral breakdown of the order backlog between the U.S. and Canadian projects places ADF in a more appropriate position regarding the new tariffs reality with our neighbours to the south" concluded Mr. Paschini.

Dividend

On April 15, 2026, ADF Group announced the payment of a semi-annual dividend of $0.02 per subordinate voting share and per multiple voting shares, which will be paid on May 15, 2026, to Shareholders of Record as at April 27, 2026.

Conference Call with Investors

A conference call with investors is scheduled for April 16, 2026, at 10 a.m. (Montreal time) to discuss the results of fiscal year ended January 31, 2026.

To join the conference call without operator assistance, you can register with your phone number on https://emportal.ink/4brhmzo to receive an instant automatic reminder.

You can also join the conference call with operator assistance by dialing 1-800-990-4777 a few minutes prior to the conference call scheduled start time.

A replay of this conference call will be available from 1:00 p.m. on April 16, 2026, until April 23, 2026, by dialing 1-888-660-6345, followed by access code 40793 #.

The conference call (audio) will also be available at the www.adfgroup.com. Members of the media are invited to join in listening mode.

ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE FISCAL YEAR ENDED JANUARY 31, 2026

ADF Group Inc.'s Annual Meeting of Shareholders will be held on:

Date: June 9, 2026

Time: 11 a.m.

Location: ADF Group Inc. Headquarters
300 Henry-Bessemer Street, Terrebonne, Quebec, Canada J6Y 1T3

Results for the first quarter ended April 30, 2026, will also be released at the Annual Meeting of Shareholders.

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ADF Group Inc. | Press Relesae
April 16, 2026

About ADF Group Inc. | ADF Group Inc. is a North American leader in the design and engineering of connections, fabrication, including the application of industrial coatings, and installation of complex steel structures, heavy steel built-ups, as well as in miscellaneous and architectural metals for the non-residential infrastructure sector. ADF Group Inc. is one of the few players in the industry capable of handling highly technically complex mega projects on fast-track schedules in the commercial, institutional, industrial and public sectors. The Corporation operates two fabrication plants and two paint shops, in Canada and in the United States, and a Construction Division in the United States, which specializes in the installation of steel structures and other related products.

About Groupe LAR Inc. | Established in 1942 and based in Métabetchouan Lac-à-la-Croix, in the Lac-Saint Jean region, in Quebec, Groupe LAR Inc. operates in the machining, welding, and industrial mechanics sectors. Groupe LAR Inc. is a Canadian leader in the design, manufacture and installation of mechanically welded steel structures. Primarily focused on the rapidly expanding large-scale hydroelectricity market, Groupe LAR Inc. also offers customized overhead crane solutions for the heavy industry.

Forward-Looking Statements | This press release contains forward-looking statements that reflect ADF's objectives and expectations. These statements are identified by verbs such as "expects" as well as the use of future and conditional verb tenses. By their nature, these statements involve risks and uncertainties. As a result, actual facts may differ from ADF's expectations.

Non-IFRS Financial Measures and Other Financial Measures | Are measures derived primarily from the consolidated financial statements but are not a standardized financial measure under the financial reporting framework used to prepare the Corporation's financial statements. Therefore, readers should be careful not to confuse or substitute them with performance measures prepared in accordance with IFRS. In addition, readers should avoid comparing these non-IFRS financial measures to similarly titled measures provided or used by other issuers. The definition of these indicators and their reconciliation with comparable International Financial Reporting Standards measures issued by the International Accounting Standards Board ("IFRS Accounting Standards") is as follows:

Adjusted EBITDA

Adjusted EBITDA shows the extent to which the Corporation generates profits from operations, without considering the following items:

• Net financial expenses;
• Income taxes expense;
• Fees related to business combination;
• Foreign exchange gains or losses, and
• Depreciation and amortization of property, plant and equipment, intangible assets, and right-of-use assets.

Net income is reconciled with adjusted EBITDA in the table below:

Fiscal Years Ended January 31	2026	2025
(In thousands of dollars)	$	$
Net income	26,311	56,790
Income taxes expense	9,482	21,617
Net financial expenses	827	1,116
Amortization	6,920	6,160
Fees related to business combination	2,109	—
Foreign exchange loss (gain)	(2,148)	5,606
Adjusted EBITDA	43,501	91,289

Gross Margin as a Percentage of Revenues

Gross margin as a percentage of revenue indicator is used by the Corporation to assess the level of profitability for a given period based on the project mix for that same period. This indicator is subject to fluctuations in project prices and also in the operational efficiency of the Corporation. The indicator of gross margin as a percentage of revenues results from dividing gross margin by revenues.

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ADF Group Inc. | Press Relesae
April 16, 2026

Order Backlog

The order backlog is a measure used by the Corporation to assess future revenue levels. The order backlog includes firm orders obtained by the Corporation, either through a firm contract or a formal notice to proceed confirmed by the client. The order backlog disclosed by the Corporation therefore includes the portion of confirmed contracts that have not been put into production.

Working Capital

The working capital indicator is used by the Corporation to assess whether current assets are sufficient to meet current liabilities. It is therefore equal to current assets, less current liabilities.

Source: ADF Group Inc.

Contact: Jean Paschini, Chairman of the Board of Directors and Chief Executive Officer
Jean-François Boursier, CPA, Chief Financial Officer

Telephone: (450) 965-1911

Website: www.adfgroup.com

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ADF Group Inc. | Press Relesae
April 16, 2026

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at January 31,	2026	2025
(In thousands of Canadian dollars)	$	$
ASSETS
Current assets
Cash and cash equivalents	62,729	59,983
Accounts receivable	73,259	83,910
Current income taxes assets	5,278	1,586
Contract assets	22,158	26,491
Inventories	19,568	13,489
Derivative financial instruments	465	—
Prepaid expenses	3,822	3,095
Assets held for sale	836	—
Other current assets	3,451	1,010
Total current assets	191,566	189,564
Non-current assets
Property, plant and equipment	106,306	91,886
Right-of-use assets	20,579	22,119
Intangible assets	8,345	4,328
Goodwill	97	—
Deferred income tax assets	1,647	—
Other non-current assets	135	—
Total assets	328,675	307,897
LIABILITIES
Current liabilities
Accounts payable and other current liabilities	58,130	50,236
Current income taxes liabilities	1,634	6,454
Contract liabilities	21,838	11,484
Derivative financial instruments	—	7,198
Current portion of lease liabilities	893	821
Current portion of long-term debt	4,272	4,177
Total current liabilities	86,767	80,370
Non-current liabilities
Long-term debt	34,425	38,208
Lease liabilities	2,038	2,423
Deferred income taxes liabilities	21,715	17,449
Other non-current liabilities	125	135
Total liabilities	145,070	138,585
SHAREHOLDERS' EQUITY
Capital stock	62,541	61,754
Contributed surplus	5,958	6,179
Accumulated other comprehensive income	8,705	15,536
Retained income	106,401	85,843
Total shareholders' equity	183,605	169,312
Total liabilities and shareholders' equity	328,675	307,897

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ADF Group Inc. | Press Relesae
April 16, 2026

CONSOLIDATED STATEMENTS OF INCOME

Fiscal Years Ended January 31,	2026	2025
(In thousands of Canadian dollars, except the number of shares and the amounts per share)	$	$
Revenues	258,736	339,632
Cost of goods sold	198,964	232,391
Gross Margin	59,772	107,241
Selling and administrative expenses	23,191	22,112
Net financial expenses	827	1,116
Fees related to business combination	2,109	—
Foreign exchange (gain) loss	(2,148)	5,606
	23,979	28,834
Income before income taxes expense	35,793	78,407
Income taxes expense	9,482	21,617
Net income for the fiscal year	26,311	56,790
Earnings per share
— Basic and diluted per share	0.93	1.84
Weighted average number of outstanding basic and diluted shares (in thousands)	28,426	30,852

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Fiscal Years Ended January 31,	2026	2025
(In thousands of Canadian dollars)	$	$
Net income for the fiscal year	26,311	56,790
Other comprehensive income (loss):
Exchange differences on translation of foreign operations (a)	(6,831)	7,253
Comprehensive income for the fiscal year	19,480	64,043

(a) Will subsequently be reclassified to net income.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

	Capital Stock	Contributed Surplus	Accumulated Other Comprehensive Income	Retained Income	Total
(In thousands of Canadian dollars)	$	$	$	$	$
Balance, February 1, 2024	68,127	6,435	8,283	79,285	162,130
Net income for the fiscal year	—	—	—	56,790	56,790
Other comprehensive income	—	—	7,253	—	7,253
Comprehensive income for the fiscal year	—	—	7,253	56,790	64,043
Buyback and cancellation of shares	(6,373)	(256)	—	(49,308)	(55,937)
Dividends	—	—	—	(924)	(924)
Balance, January 31, 2025	61,754	6,179	15,536	85,843	169,312
	Capital Stock	Contributed Surplus	Accumulated Other Comprehensive Income	Retained Income	Total
---	---	---	---	---	---
(In thousands of Canadian dollars)	$	$	$	$	$
Balance, February 1, 2025	61,754	6,179	15,536	85,843	169,312
Net income for the fiscal year	—	—	—	26,311	26,311
Other comprehensive income	—	—	(6,831)	—	(6,831)
Comprehensive income for the fiscal year			(6,831)	26,311	19,480
Buyback and cancellation of shares	(2,907)	(221)	—	(4,591)	(7,719)
Issuance of shares	3,694	—	—	(16)	3,678
Dividends	—	—	—	(1,146)	(1,146)
Balance, January 31, 2026	62,541	5,958	8,705	106,401	183,605

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ADF Group Inc. | Press Relesae
April 16, 2026

CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Years Ended January 31,	2026	2025
(In thousands of Canadian dollars)	$	$
OPERATING ACTIVITIES
Net income for the fiscal year	26,311	56,790
Non-cash items:
Amortization of property, plant and equipment	5,518	4,917
Amortization of right-of-use assets	772	745
Amortization of intangible assets	630	498
Loss (gain) on derivative financial instruments	(7,662)	7,403
Non-cash foreign exchange gain	2,525	(5,298)
Share-based compensation	987	1,386
Income taxes expense	9,482	21,617
Investment tax credit	680	(1,601)
Net financial expenses	827	1,116
Interest income	1,871	2,590
Provision for inventories depreciation	(294)	212
Others	(283)	(362)
Net income adjusted for non-cash items	41,364	90,013
Change in non-cash working capital items (1)	25,012	(25,067)
Income taxes paid	(16,959)	(9,890)
Cash flows from operating activities	49,417	55,056
INVESTING ACTIVITIES
Business combination, net of cash acquired	(16,381)	—
Acquisition of property, plant and equipment	(7,402)	(8,283)
Acquisition of intangible assets	(3,666)	(810)
Others	176	384
Cash flows used in investing activities	(27,273)	(8,709)
FINANCING ACTIVITIES
Repurchase and cancellation of shares	(9,001)	(54,574)
Repayment of the long-term debt	(4,024)	(3,076)
Payment of lease liabilities	(719)	(700)
Dividends paid	(1,146)	(924)
Interest paid	(1,925)	(2,795)
Cash flows used in financing activities	(16,815)	(62,069)
Impact of fluctuations in foreign exchange rate on cash and cash equivalents	(2,583)	3,326
Net change in cash and cash equivalents during the fiscal year	2,746	(12,396)
Cash, and cash equivalents, beginning of fiscal year	59,983	72,379
Cash and cash equivalents, end of fiscal year	62,729	59,983

(1) The following table sets out in detail the components of the "Change in non-cash working capital items":

Fiscal Years Ended January 31,	2026	2025
(In thousands of Canadian dollars)	$	$
Accounts receivable	14,599	159
Contract assets	10,438	20,210
Inventories	(2,813)	244
Prepaid expenses	264	(658)
Other current assets	(2,730)	776
Accounts payable and other current liabilities	(893)	(9,398)
Contract liabilities	6 157	(36,389)
Others	(10)	(11)
Change in non-cash working capital items	25,012	(25,067)

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ADF Group Inc. | Press Relesae
April 16, 2026

Segmented Information

The Corporation operates one operational sector, being, the non-residential construction industry, primarily in the United States and Canada. This sector includes the following areas of expertise: the design and engineering of connections, fabrication, including industrial coating, and installation of complex steel structures, heavy steel built-ups, as well as miscellaneous and architectural metalwork.

The Corporation also operates in the field of machining, welding and industrial mechanics and offers design, fabrication, and installation of welded steel structures, and customized overhead crane solutions for heavy industry.

Fiscal Years Ended January 31,	2026	2025
(In thousands of Canadian dollars)	$	$
Revenues
Canada	42,798	40,836
United States	215,938	298,796
	258,736	339,632
As at January 31,	2026	2025
---	---	---
(In thousands of Canadian dollars)	$	$
Non-current assets (1)
Canada	89,322	68,624
United States	46,140	49,709
	135,462	118,333

(1) The non-current assets mainly include property, plant and equipment, intangible assets, right-of-use assets, investment tax credits, goodwill and others non-current assets.

Revenues from external clients were allocated to each country on the basis of the project's location.

During the fiscal year ended January 31, 2026, 74% of the Corporation's revenues was realized with two (2) clients, each representing 10% and more of its revenues (78% with two (2) clients during the fiscal year ended January 31, 2025).

The following table presents the breakdown of revenues for each of these clients:

Fiscal Years Ended January 31,	2026 (1)	2025 (1)
(In thousands of Canadian dollars)	$	$
Client A	128,412	170,351
Client B	62,423	—
Client C	—	93,383
	190,835	263,734

(1) From the United States.

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