Alphinat inc. — Management Reports 2026

Jan 29, 2026

1010 Sherbrooke St. W/O,
Suite 718
Montréal (Québec)
Canada H3A 2R7

T: (514) 398-9799
F: (514) 398-9353
www.alphinat.com

ALPHINAT

Management Discussion and Analysis

Alphinat Inc. ("Alphinat" or the "Company") Tiohtiá:ke/Montreal, QC headquarters are situated on the traditional territory of the Kanien'kehà:ka, which has long served as a site of meeting and exchange amongst many First Nations including the Kanien'kehá:ka of the Haudenosaunee Confederacy, Huron/Wendat, Abenaki, and Anishinaabeg. We recognize and respect the Kanien'kehà:ka as the traditional custodians of the lands and waters on which we operate and are committed to promoting diversity and inclusion within our company and community. (TSX Ventures Exchange: NPA.H:NEX) has reported its unaudited results for the period of 3 months ended November 30, 2025.

General

This MD&A has been prepared as of January 28, 2026. This MD&A should be read in conjunction with our unaudited financial statements for the period of 3 months ended November 30,2025 and 2024 which are available on SEDAR and on our web site at www.alphinat.com.

These financial statements were prepared by management in accordance with IFRS Accounting Standards.

All dollar amounts are expressed in Canadian dollars unless stated otherwise.

This MD&A was prepared based on information available as of January 28, 2026.

Overview - SmartGuide® brings faster agile development of digital services with SAFEaiASSIST™ LIVEaiASSIST™ to the Cloud, Web and mobile and through its offer with SmartProfile© a standalone secure Single Sign On (SSO) Customer Identity Access Management (CIAM) solution.

Alphinat sells SmartGuide® software and SmartGuide solutions which are used for development and delivery of advanced digital services and secure portal solutions for public sector and industry.

SmartGuide® is a drag-and-drop development platform with features that many other solutions require developers to do, simplifying application creation, testing, and maintenance. SmartGuide version 12 comes with the optional AI-assisted development accelerator SAFEaiASSIST™ and LIVEaiASSIST™, leveraging your choice of extended AI model subscriptions.

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ALPHINAT

SmartGuide software solutions are used for digital automation by finance industry, federal, state and over 25 municipal governments with our secure portal technology for enterprise digital service delivery. Designed to leverage existing technologies such as CRM, Document Management, Workflow and other back-office assets.

SmartGuide software is designed to be compatible and scalable with leading cloud providers, enabling clients to deploy multiple applications on the same instance to meet critical workload needs.

The Alphinat SmartGuide software platform is designed to allow for enterprise-level security and control over the applications it helps create, including leveraging features such as, artificial intelligence (AI), blockchain, unlimited encryption and two+ factor authentication that are specifically designed to thwart information, data and identity theft.

Deployable natively in J2EE or .NET environments, on premises or in the cloud, SmartGuide software solutions can help quickly build interactive web and mobile dialogs that guide people to the relevant response, help them diagnose problems or lead them through a series of defined steps that make it easy to interact and to complete complex or infrequently performed tasks. It is ideally suited for complex public sector digital service offerings.

SmartGuide® is a drag-and-drop development platform complete with many prebuilt components and features that many other solutions require developers to code, making applications easier to build, test and maintain. SmartGuide® software also provides easy support for accessibility standards with translation capacity supporting multiple languages and can automatically generate customizable documentation of the application being built. As of Version 12 SmartGuide comes with optional Artificial Intelligence (AI) assisted development accelerator SAFEaiASSIST™ and LIVEaiASSIST™ leveraging your choice of large language model subscriptions.

The public sectors, healthcare, banking, insurance, telecommunications, and others, can benefit from SmartGuide® technology to modernize, automate and make profitable a multitude of business processes by realizing substantial savings compared to solutions tailor-made and coded. For more information on Alphinat or its software suite, please visit www.alphinat.com/en.

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ALPHINAT

Business operations

Alphinat has experienced government cutbacks in IT spending in the post Covid economy but has worked to mitigate the business impact as the public sector continues to need to digitize citizen and enterprise services. Alphinat has an active diversity policy with 42% of its workforce being 1st or 2nd generation immigrants or visible minorities, being a women lead firm and gender orientation indifferent.

During the period of 3 months ended November 30,2025 Alphinat continues to focus its efforts on improving its operating cashflow and on increasing solution sales including its pipeline of professional services working on delivering a few showcase projects to reduce client purchase decision risk and to re-enforce the sales pipeline.

We have also continued to work on expanding our distribution channels and on diversifying our offerings including security and automation features.

In order to accelerate future growth, Alphinat has considerably broadened its horizons by now counting six main areas of solution deliveries:

1) SmartGuide® Grants and Contributions solution (www.SmartGrants.ca) was developed in conjunction with a federal department of the Canadian Government. This platform offers unparalleled productivity for federal, state and municipal clients creating calls for grants including financial program creations for applications, adjudication and payments;

2) SmartGuide® Portal Edition for Dynamics 365¹ (www.smartD365.com) has optimize the way that clients can now create and deploy online services on top of Microsoft Dynamics 365 CRM solutions. This offering is available in SaaS mode as well as on-premises;

3) SmartGuide® Green House Gas Registry solutions (www.SmartGHGR.ca) is a green fintech solution allowing governments and industry to work together in reducing the harmful effects of greenhouse gas. Alphinat currently has three provincial clients for our SmartGHGR.ca solution;

4) SmartGuide® Claims solutions (www.SmartClaims.ca) was developed in conjunction with a major IT consulting partner, which aims at offering unparalleled productivity to federal, state and municipal clients for financial claims applications, adjudication and settlements for financial compensation and class action settlements;

¹ Dynamics 365 is a trademark of Microsoft Corporation

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ALPHINAT

5) SmartGuide® CIVIC Portal, CIVIC Portal for Permits & Licensing (www.PermitSmarter.ca) and SmartGuide® Municipal Cloud are Municipal Cloud and on-premises solutions front ending partner solutions and other digital services for improved user experience for both the cities and their citizens.

6) SmartProfile® a secure Trusted Public Access Platform (T-PAP), built on SmartProfile our trusted Single Sign-On (SSO) is now a standalone solution, built on SmartGuide it provides industry leading flexible for full integration and end-user satisfaction.

The Company delivers solutions to various industry, federal, provincial/state agencies and municipalities across North America. In addition, the Company continues to be involved in supporting its partners to ensure the delivery of solutions to government customers.

Alphinat is evolving its partnership strategy with consulting firms and systems integrators to promote and ensure resale and delivery of SmartGuide and SmartGuide solutions, as well as with independent software vendors for Original Equipment Manufacturer for portal (OEM) agreements and with other partners for SaaS services. Management believes that these agreements will help to reduce the sales cycle of the Company's products while giving it additional exposure to new potential clients.

Selected quarterly financial data (unaudited)

Period	Q1 2026	Q4 2025	Q3 2025	Q2 2025	Q1 2025	Q4 2024	Q3 2024	Q2 2024
Date	30-11-2025	31-08-2025	31-05-2025	28-02-2025	30-11-2024	31-08-2024	31-05-2024	28-02-2024
Revenue	$ 370,849	$ 569,396	$ 359,559	$ 182,884	$ 328,714	$ 394,290	$ 256,533	$ 242,715
Net earnings (Loss)	89,282	174,040	29,127	(188,216)	105,204	105,743	(43,866)	803
Basic and diluted EPS	0.00	0.00	0.00	(0.00)	0.00	0.00	(0.00)	0.00

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ALPHINAT

Q1 2025 versus Q1 2024

Quarterly Revenue

For the period of 3 months ended November 30, 2025, the Company generated revenues of $370,849, compared to $328,714 for the three months ended November 30, 2024, representing an increase of $42,135 or 13%.

During the period of 3 months ended November 30, 2025, license revenues of $61,131 decreased compared to $140,754 for the period of 3 months ended November 30, 2024, mainly due to a large one-time license sale in the prior year that is not recurring. Support revenues (for software) of $111,178 for the period of 3 months ended November 30, 2025, increased slightly from $107,224 in the corresponding period in 2024.

Professional services revenues for SmartGuide implementations for the period of 3 months ended November 30, 2025, increased to $198,540 as compared to $80,736 for the corresponding period in 2024, following the phased deliveries of three major contracts in calendar 2025 of an international courts platform and two Customer Identity Access Management (CIAM) projects.

During the period under review, the Company continued to lease SmartGuide licenses to federal, state/provincial, and municipal government customers in Canada and the United States, both directly and through partners, in the normal course of business. The Company's ongoing transition toward rental and SaaS-based licensing models continued to impact the composition of revenue, with a greater emphasis on recurring and time-based arrangements.

Operating expenses

For the period of 3 months ended November 30, 2025, operating expenses amounted to $261,960 compared to $238,018 for the same period in 2024. The increase of $23,942 is mainly attributable to increases back to pre-restructuring total salaries and performance increases as the Company successfully restructured and is partially offset by reduced non-monetary compensation expenses in the form of stock-based compensation expenses as described in note 11 to the financial statements.

The cost of services, administrative, selling and development expenses was $261,960 for the period of 3 months ended November 30, 2025, compared to $235,656 for the corresponding period in 2024.

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ALPHINAT

During the period of 3 months ended November 30, 2025, stock-based options compensation, a non-cash expense, was valued at $0 compared to $2 362 for the period of 3 months ended November 30, 2025, as described in note 11 of the financial statements.

Financing expenses

Financing expenses increased to $11 192 for the period of 3 months ended November 30, 2025, compared to $(15 476) for the previous period ended in 2024. This increase is mainly attributable to an increase in the foreign exchange loss of $4 796 and the one-time correction in 2024 to offset of interests and penalties of $19 149. For more information on financing expenses, see note 17 of the financial statements.

Net Earnings (Loss)

For the three months ended November 30, 2025, the Company recorded net earnings of $89,282 or $0.00 per share compared to net earnings of $105,204 or $0.00 for the corresponding period in the prior year. The decrease in net earnings was primarily driven by a high margin large license sale in the prior year's 1st quarter fiscal 2025 period and higher administration cost during the 1st quarter fiscal 2026 as post restructuring salaries returned to original levels and cost increases associated with increased delivery activity.

Basic and diluted earnings per share were $0.00 for the three months ended November 30, 2025 and 2024, respectively.

Assets

Cash amounted to $357,939 as at November 30, 2025 compared to $228,646 as at August 31, 2025.

As at November 30, 2025, accounts receivable and other receivables amounted to $322,110 compared to $429,692 as at August 31, 2025. This decrease is mainly attributable to rapid collection of accounts receivables and a decrease in accounts receivable outstanding from ongoing project deliveries. The composition of these is described in note 5 of the financial statements.

As at November 30, 2025, August 31, 2025 prepaid expenses amounted to $14,801 compared to $26,355 as at August 31, 2025 due to a decreased cost of renewed prepaid insurance and service subscriptions.

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ALPHINAT

As at Novembre 30, 2025 a right of use asset for the Company's head office lease was recorded in the amount of $115,823 compared to $123,063 as at August 31, 2025, as explained in note 8 in the financial statements under IFRS 16.

Liabilities

Accounts payable and accrued liabilities amounted to $709,782 as at November 30, 2025, compared to $812,040 as at August 31, 2025. See note 9 of the financial statements.

Deferred revenue amounted to $282,002 as at November 30, 2025 compared to $254,671 as at August 31, 2025 due to an increase in prepaid sales of support contracts.

As of November 30, 2025, the Company recognized lease liabilities in the amount of $37,820 short-term and $82,334 long-term. As of August 31, 2025, these two amounts are respectively $24,358 and $102,580 as explained in note 8 of the financial statements.

Shareholders' equity

As at November 30, 2025, the number of common shares outstanding of the Company was 63,148,956. As at the date of this report, the number of common shares outstanding of the Company was 63,148,956. For more information on the capital stock, please refer to note 10 of the financial statements.

Stock options

During the 3-month period ended November 30, 2025, 0 option has been issued or granted. There are from a prior period 2,275,000 options with an exercise price of $0.08 with an expiry date of January 12, 2029, that had been granted but not issued and are reserved for issuance once the shares are relisted and TSX Ventures Exchange and the corporation receives regulatory approval for their issuance. During the period of 3 months ended November 30, 2025, no options had been forfeited and no options have expired. As at November 30, 2025, there were 5,650,000 options outstanding with 3,375,000 options issued and 2,275,000 granted but not issued pending shares relating for trading and approval of regulatory authorities with a weighted average exercise price of $0.08 and a weighted remaining contractual life of 32 months. As of the date of this report, there were 5,650,00 outstanding with 3,375,000 options issued and 2,275,000 granted but not issued pending shares

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ALPHINAT

relisting for trading and approval of regulatory authorities. Please refer to note 11 of the financial statements.

Liquidity and solvency

As at November 30, 2025, the Company had a cash balance of $357 939 compared to $228 646 as at August 31, 2025.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Liquidity shortfalls were covered during the year ended August 31, 2025, by the support of suppliers, creditors, and government authorities who tolerated payment delays. These situations indicate the existence of significant uncertainties that could cast significant doubt on the Company's ability to continue its operations.

The Company believes that, given available funds, and with operating income before the generation of non-cash items, as well as the signing of contracts resulting from ongoing initiatives, it will be able to hire the additional personnel necessary for its expansion, and therefore meet its financial obligations as they become due. There is a risk that the Company may not be able to obtain the funds necessary to meet its obligations.

Related party transactions

Key management and director compensation

Key management and director compensation, i.e., the president(s), paid as salaries, for the period of 3 months ended November 30, 2025, was $66,777 and $63,331 for the corresponding period ended in 2024.

The chief financial officer compensation, paid as professional fees, for the period of 3 months ended November 30, 2025, was $1,080 ($2,190 for the 3 month period ended November, 30, 2024).

Director's compensation for the 3 month period ended November 30 2025 was $0, ($0 for the 3 month period ended November, 30, 2024)

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ALPHINAT

Included in accounts payable and accrued liabilities as at November 30, 2025, there is $4,000 due to officers and directors of the Company, $17,955 as at August 31, 2025.

These transactions are carried out in the normal course of business.

Financial instruments

Information on financial instruments is presented in note 12 to the financial statements.

Subsequent events

There were no material events subsequent to the 3 month period ended November 30, 2025.

Upcoming Changes in Accounting Policies

IFRS 18 - Presentation and Disclosure in Financial Statements

IFRS 18 introduces three sets of new requirements to give investors more transparent and comparable information about companies financial performance for better investment decisions.

a) Three defined categories for income and expenses - operating, investing or financing - to improve the structure of the income statements, and require all companies to provide new defined subtotals, including operating profit;
b) Requirement for companies to disclose explanations of management-defined performance measures (MPMs) that are related to the income statement; and
c) Enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes.

IFRS 18 is effective from January 1, 2027 and companies are permitted to apply IFRS 18 before that date.

Off Balance Sheet Arrangements

As at November 30, 2025, and as of the date of this MD&A, the Company has no off-balance sheet arrangements.

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ALPHINAT

Proposed Transactions

As at November 30, 2025, and the date of this MD&A, the Company has no proposed transactions.

Risks and uncertainties

The main uncertainty relates to the length of the sales cycle in the market sectors where the Company has thus far concentrated the bulk of its efforts.

Several factors could impact actual results and cause them to be different from expected results. These factors include the Company's ability to develop new markets and partnerships and its dependence on a limited number of customers.

Alphinat has limited financial resources and could require additional cash resources that may not be available or be available under conditions deemed unacceptable to the Company.

The significant value of Alphinat's internet tools and solutions could draw attention from players who can deploy considerable means to develop competing products, which would affect Alphinat's business potential.

The Company uses and intends to continue to use various measures such as copyrights, trademarks, trade secrets legislation, confidentiality agreements and other contractual terms in order to establish, to maintain and to protect its intellectual property rights. Unauthorized parties could attempt to copy certain of the Company's products or portions of its products or to obtain what is considered as proprietary information. With increased competition, there is a greater risk that other companies will attempt to produce new substitute products or technologies.

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ALPHINAT

Revenue recognition

Professional service revenues are recognized according to the percentage-of-completion method. Work in progress is established by taking into account services rendered that have not yet been invoiced. Any payment received before services are rendered is recorded as deferred revenue.

Fees from software products, after-sales technical support and other services are normally allocated among the various elements based on vendor-specific evidence of the fair value of each element and the Company recognizes the revenue for each element when revenue recognition criteria are met. To determine the fair value of each element, the Company uses the requested price for an element when it is sold separately, and any other information considered to be relevant.

Revenues from software licenses are recognized when there is persuasive evidence of a valid arrangement, the software product has been delivered and accepted from the client and no significant obligations from the Company remain. The after-sales technical support is recognized on a straight-line basis over the contractual service period and revenues from other services are recognized as the services are rendered.

Stock option agreements

The Company provides stock option and stock-based compensation plan that is described in note 11 to the financial statements.

Continuous disclosure process and disclosure controls

The Company files its financial statements, management discussions and analyses, press releases and other required documents in the Sedar database at www.sedarplus.ca.

The Company's shares are listed on the TSX Venture Exchange under stock symbol NPA.H:NEX.

The Company issued its code of ethics that was sent to all employees by the Chief Executive Officer. The Company instructs all employees invited to contact the audit committee directly if they are aware of information that could potentially impact the Company's financial statements.

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ALPHINAT

Given Alphinat's current size, it is difficult to ensure segregation of all management duties. However, the Chief Executive Officer's and Chairperson's direct involvement in the business on a daily basis compensates for this weakness, as they are able to exercise effective oversight as well as by the having a chief financial officer to oversee financial reporting.

Outlook

Alphinat specializes in the development and marketing of a Cloud-related next generation rapid application development (RAD) platform and related solutions with a service-oriented architecture (SOA) approach that simplify and accelerate the implementation of applications, sites and portals designed to meet specific user needs while ensuring reuse of computer resources and experience within an organization.

The Company's products respond to a real need in the market, which is moving toward the deployment of reusable services and the use of organizations' internal expertise. Market expectations indicate that up to 80% of new applications developments will be done through the development of composite applications (i.e. assembly and reuse of existing functionalities) rather than traditional applications development.

The Company's SmartGuide® suite is the result of years of experience with customers who also see the need to customize access to their data and processes based on users' needs and situation regardless of where the computer systems were located. This capability is crucial for making it easier for citizens and businesses to deal with the governments, and large institutions whose operations lead to many complex procedures. The Company is actively working to build on this added value and to establish an integrated support, training and service delivery plan for its software solution.

There is a strong potential for Alphinat's "turnkey" solution in the public and private sector markets. Indeed, in most large institutions with the number of retirements anticipated over the coming decade, the increasing number of procedures, their increasing complexity, and the reduction of operating budgets, require an improvement in the public and private sector's productivity while users press for a radical simplification of the administrative burden.

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ALPHINAT

Forward-looking statements

This MD&A contains forward-looking statements regarding the Company. These forward-looking statements are inherently subject to certain risks and uncertainties that could cause actual results to be materially different from those suggested by these statements.

The Company believes that these forward-looking statements were based on premises that were reasonable at the time they were made. However, readers are warned that future assumptions, several of which are beyond management's control, could otherwise prove to be incorrect.

Readers are invited to refer to Sedar (www.sedarplus.ca) for additional information on the Company.

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