MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED JANUARY 31, 2026 AND 2025(Expressed in Canadian Dollars)
MANAGEMENT'S DISCUSSION AND ANALYSIS
The Management's Discussion and Analysis ("MD&A") of Solution Financial Inc. (the "Company" or "Solution" or "we" or "our") (formerly Shelby Ventures Inc.("Shelby")), should be read in conjunction with the Company's interim financial statements for the three months ended January 31, 2026 and 2025 ("reporting period") and the accompanying notes to those financial statements.
The Company's consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and are presented in accordance with the International Accounting Standards ("IAS"), as issued by the International Accounting Standards Board ("IASB") and are reported in Canadian dollars.
The date of this MD&A is March 13, 2026.
CAUTIONARY STATEMENTThis analysis has been prepared taking into consideration information available to March 13, 2026. Certain statements contained in this report constitute ʺforward-looking statements. ʺ When used in this report, the words ʺmayʺ, ʺwouldʺ, ʺcouldʺ, ʺwillʺ, ʺintendʺ, ʺplanʺ, ʺanticipateʺ, ʺbelieveʺ, ʺestimateʺ, ʺexpectʺ, and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to inherent risks, uncertainties and numerous assumptions, including, without limitation, general economic conditions, reliance on debt financing, dependence on non-prime borrowers, inability to sustain receivables, competition, interest rates, regulation, insurance, failure of key systems, debt service, future capital needs and such other risks or factors described from time to time in reports of Solution that are filed with securities regulatory authorities. By their nature, forward-looking statements involve numerous assumptions, known and unknown, risks and uncertainties, both general and specific, which contribute to the possibility that predictions, forecasts, projections and other forms of forward-looking information may not be achieved. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements and readers are cautioned that the list of factors in the foregoing paragraph is not exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Accordingly, readers are cautioned not to place undue reliance on forward- looking statements or interpret or regard forward-looking statements as guarantees of future outcomes.
OVERVIEWSolution Financial Inc. specializes in sourcing and leasing luxury and ultraluxury vehicles, yachts and other high value assets in British Columbia, Alberta and Ontario. Solution provides a unique leasing program designed with greater flexibility for upgrading and reselling than traditional leasing companies or financial institutions in Canada. The Company trades on the Toronto Stock Exchange under the symbol "SFI".
The Company's registered and records office is Unit 137, 8680 Cambie Road, Richmond, British Columbia, Canada, V6X 4K1.
OVERVIEW (CONTINUED)The Company's wholly-owned operating subsidiaries include Solution Financial (Canada) Inc. ("Solution Canada") which was incorporated under the Company Act of British Columbia on August 8, 2003 and Solution Financial (Alberta) Inc. which was incorporated August 4, 2022.
Solution provides a unique leasing experience whereby it partners with its clients to help them navigate the challenges of acquiring, insuring, maintaining, upgrading and reselling luxury and ultra luxury assets in Canada. Typical customers include new immigrants, international students and business owners who tend to upgrade their vehicles more frequently then typical consumers or want to minimize the buying and reselling challenges that many consumers can experience in the automobile industry in Canada.
Solution derives its revenue from three inter-related business streams: in house leasing including financial leases and operating leases; brokerage leasing; and end-of lease auto sales.
SIGNIFICANT EVENTS IN THE PERIOD ENDING JANUARY 31, 2026 TO THE DATE OF THIS REPORTOn February 24, 2026, the TSX accepted the Company's NCIB renewal. Under the renewed NCIB, a total of up to 4,225,313 common shares may be purchased through the facilities of the TSX and also be made through alternative Canadian trading systems, representing 5% of the issued and outstanding common shares of the Company, and any such purchases will be at market prices.
SUMMARY OF QUARTERLY RESULT (in $ except ratios)
Quarter ended | Jan 31, 2026 | Oct 31, 2025 | Jul 31, 2025 | Apr 30, 2025 | Jan 31, 2025 | Oct 31, 2024 | Jul 31, 2024 | Apr 30, 2024 |
Total revenue | 3,184,488 | 2,737,271 | 2,296,637 | 3,098,260 | 2,474,474 | 2,002,316 | 5,050,190 | 2,369,542 |
Net Income (Loss) for | ||||||||
the period before | (24,343) | 114,723 | 126,427 | (1,682) | (76,595) | 17,534 | 237,158 | (39,946) |
Income Taxes | ||||||||
Net Income (Loss) and | ||||||||
comprehensive income for the period | (17,843) | 238,723 | 93,077 | 5,668 | (63,595) | 181,734 | 181,158 | (29,046) |
Net Income (Loss) and | ||||||||
comprehensive income per share | (0.000) | 0.003 | 0.001 | 0.000 | (0.001) | 0.002 | 0.002 | 0.000 |
Carrying value of assets under operating lease
166,591 181,456 220,572 388,344 764,894 1,100,766 1,327,309 1,780,325
Lease receivables
balance 32,163,877 32,523,394 31,577,613 29,734,865 29,432,032 26,894,406 26,050,501 25,026,934
Total Portfolio 32,330,468 32,704,850 31,798,185 30,123,209 30,196,926 27,995,172 27,377,810 26,807,259
SELECTED FINANCIAL INFORMATIONThe following table summarizes key financial data to be read in conjunction with the consolidated interim financial statements of the Company for the three months ended January 31, 2026 and 2025.
For 3 months ended Jan 31, 2026 | For 3 months ended Jan 31, 2025 | |
Sales $ | 2,324,938 $ | 1,555,291 |
Leasing income | 849,307 | 910,077 |
Brokerage commissions | 10,243 | 9,106 |
Total Revenue | 3,184,488 | 2,474,474 |
Income before income taxes | (24,343) | (76,595) |
Net income and comprehensive income | (17,843) | (63,595) |
Net income and comprehensive income per share | ||
Basic and diluted earnings per common share $ | (0.000) $ | (0.001) |
Weighted average number of common shares outstanding | 84,718,031 | 85,929,909 |
Total revenues were $3,184,488 for the three months ended January 31, 2026, compared to $ 2,474,474 for the three months ended January 31, 2025, an increase of $710,014 (or 29%). The increase in revenues was a result of increased vehicle sales income of $769,647 (49%) partially offset by the decrease in leasing income of $60,770 (7%). The increase in vehicle sales wasn't related to any particular trend, but rather just opportunistic remarketing opportunities that can vary for many reasons. The decline in leasing income continues to be primarily related to the switch from operating to finance type leases as the Company's overall lease portfolio continued to grow in the first quarter of 2025, with a consistent decline in the company's costs of leasing costs recognized with operating leases. The brokerage commissions remained relatively consistent with the prior year. The Company continues to be cautious with its operations with a commitment to long term relationships with both our dealership networks and leasing customers.
For the three months ended January 31, 2026, the Company reported net loss of $17,843 compared to net loss of $63,595 for the comparative three months period ending January 31, 2025. The improvement was a result of lower sales and marketing costs which are heavily commission based and reflect the generally slower luxury vehicle leasing conditions. Gross profit for the quarter was lower for the three months ended January 31, 2026 to $908,792 compared to $940,087 for the three months ended January 31, 2025, amounting to a $31,295 or 3% decrease. This decrease was a result of higher finance interest income which continues to grow as a percentage of total revenue. Total expenses decreased to $944,089 for the three months ended January 31, 2026 compared to $1,031,129 for the three months ended January 31, 2025, a decrease of $87,040 or 8%. The lower expenses were predominantly a result of lower sales and marketing costs, related to commissions being lower in the quarter as well as fewer marketing activities while the luxury vehicle market is slower in general.
During the quarter ended January 31, 2026, the Company's net operating lease portfolio decreased by
$14,865 or 8% while the Company's receivables under finance leases decreased by $359,517 to
$32,163,877 or 1%. Commencing in fiscal 2022, the Company focused entirely on finance type leases which typically include a guaranteed residual by the lessee in conjunction with the Company's new securitization financing plans. During the quarter ended January 31, 2026, new lease originations were moderately lower than the terminating leases, resulting in the modest decline in the portfolio position.
DESCRIPTION OF NON-IFRS FINANCIAL METRICS (in $ except ratios)Throughout this MD&A, management uses the following terms and ratios not found in IFRS and which do not have a standardized meaning under IFRS and are unlikely to be comparable to similar measures presented by other issuers, and therefore require definition. These non-IFRS measures and additional information should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. Management reviews non-IFRS measures on an ongoing basis and expects to introduce additional non-IFRS measures in the near future.
Revenue run-rateRevenue run rate is the financial revenue in a particular period, annualized. It provides an indication of annual revenue that would be generated based on the revenue in the particular reported period. As the Company expands its in-house leasing portfolio it will recognize revenue as interest income which gets recognized over the lease term rather than brokered lease transactions that get recognized immediately. As a result, the annualized run-rate provides a useful longer-term perspective on the Company's expected revenue performance.
Financial leverage ratio and total capitalizationThe financial leverage ratio is defined as the total of credit facilities and loans divided by total equity. The financial leverage ratio provides an indication and extent to which the Company can access additional debt financing with which to expand its operating lease portfolio. This is one of the primary growth drivers for the business and is helpful for evaluating the Company's ability to leverage additional debt.
Jan 31,
Oct 31,
Jul 31,
Apr 30,
Jan 31,
Oct 31,
Jul 31,
Apr 30,
Quarter ended | 2026 | 2025 | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 |
Revenue run-rate (annualized) | 12,737,952 | 10,949,084 | 9,186,548 | 12,393,040 | 9,897,896 | 8,009,264 | 20,200,760 | 9,478,168 |
Financial Leverage ratio | 2.09 : 1 | 2.06: 1 | 2.00: 1 | 1.71: 1 | 1.76 : 1 | 1.46 : 1 | 1.45 : 1 | 1.52: 1 |
The Company's annualized revenue run rate was $12,737,952 compared to $9,897,896 for the comparative quarter in 2025. This increase is primarily a result of the increase in portfolio vehicle sales the Company experienced in the first quarter of 2026. The Company's long term growth objectives remain focused on increasing its overall lease portfolio which is primarily tied to the volume of new luxury vehicles hitting the market.
The Company's financial leverage ratio (debt/equity ratio) on January 31, 2026 increased to 2.09 :1 as compared to that of 1.76 :1 at January 31, 2025. This increase in the debt-to-equity ratio is a result of the Company's modest loss for the position as well as the Company's dividend which may be curtailed while the luxury market and general market conditions remain slower than normal.
RESULTS OF OPERATIONSThe following table summarizes financial results for each of the reported periods:
For 3 months ended Jan 31, 2026 | For 3 months ended Jan 31, 2025 | |||
Revenue $ | 3,184,488 | $ 2,474,474 | ||
Cost of sales | 2,275,696 | 1,534,387 | ||
Gross profit | 908,792 | 940,087 | ||
Interest expenses | 304,391 | 293,255 | ||
Operating expenses | 639,698 | 737,874 | ||
Listing fee and finance fees Other income | -10,954 | - 14,447 | ||
Income before income taxes | (24,343) | (76,595) | ||
Revenue | ||||
For 3 months | For 3 months | |||
ended Jan 31, | ended Jan 31, | |||
2026 | 2025 | |||
Vehicle Sales $ | 2,317,089 | $ 1,526,950 | ||
Finance lease vehicle sales | 7,850 | 28,341 | ||
Total vehicle revenues | 2,324,938 | 1,555,291 | ||
Interest and administrative income | 769,897 | 734,209 | ||
Rental revenue | 28,248 | 78,588 | ||
Registration fees | 51,162 | 97,280 | ||
Total lease revenues | 849,307 | 910,077 | ||
Brokerage commissions | 10,243 | 9,106 | ||
Total | 3,184,488 | 2,474,474 |
For the three months ended January 31, 2026, the revenues from vehicle sales increased to $2,317,089 compared to $1,526,950 for the three months ended January 31, 2025, an increase of $790,139 (or 52%). This increase in vehicle sales were not driven by any industry trends, but rather opportunistic remarketing opportunities within the Company's portfolio and lease client base.
Revenue from leases and loansThe Company provides direct operating leases (rental) and finance leases (loans) collectively referred to as ("in-house leasing") to consumers that are typically unable to obtain financing from traditional sources. The Company generates rental, interest charges and fee income from these leases. For the three months ended January 31, 2026, the revenues derived from finance lease vehicle sales decreased to $7,850 compared to
$28,341 for the three months ended January 31, 2025, a decrease of $20,491 (or 72%).
Brokerage commissionsIn addition to providing in-house leases and loans, the Company facilitates lease brokering and end of lease sales through third-party dealerships. The Company bears limited inventory risks in these transactions and does not have latitude in setting vehicle prices and therefore the Company only recognizes the net fees or brokerage commissions.
The following table summarizes the brokerage leases and sales for each of the reported periods:
For 3 months
ended Jan 31,
2026
For 3 months
ended Jan 31,
2025
Brokerage sale 179,392 337,427
Cost of brokerage sale | (169,149) | (328,321) |
10,243 | 9,106 | |
Total brokerage commissions | 10,243 | 9,106 |
For the three months ended January 31, 2026, | the Company brokered | $179,392 of vehicle sales |
transactions compared to $337,427 during the three months ended January 31, 2025, a decrease of
$158,035 or 47%. For the three months ended January 31, 2026, the Company net brokerage sales revenue was $10,243 compared to $9,106 for the three months ended January 31, 2025, an increase of
$1,137 or 12%.
Operating and other expensesThe following table summarizes the operating and other expenses:
For 3 months ended Jan 31, 2026 | For 3 months ended Jan 31, 2025 | |
Sales and marketing $ | 135,638 | $ 209,467 |
General and administration | 477,543 | 476,542 |
Provision for credit losses | - | 26,026 |
Interest expenses | 304,391 | 293,255 |
Amortization | 26,517 | 25,839 |
Total | 944,089 | 1,031,129 |
Interest expense for the three months ended January 31, 2026 increased modestly to $304,391 compared to $293,255 (or 4%) as a result of expanded use of the Securitization Financing compared to the Company's operating bank facility. The Company's Securitization Financing generally provides the lowest interest rates and locks the debt at a fixed rate over the corresponding period of the securitization leases. The Company's operating bank facility is entirely dependent on the variable prime lending rates.
Provision for credit lossesThe company recognized a provision for credit losses of $nil during the three months ended January 31, 2026 compared to $26,026 in the prior comparative quarter. The provision for credit losses recognizes the growing utilization of finance type leases by the Company. This provision was determined by looking at several market and economic conditions based on its historical loss ratios on all lease types as well as the allowance levels of Canadian National banks personal retail lending levels which represents approximately a 1% allowance. The Company's actual losses from credit defaults remains near zero, as the Company continues to utilize a very conservative approach to its leasing practices.
General and administrativeGeneral and administrative expenses include the following major expenses by nature:
For 3 months ended Jan 31, 2026 | For 3 months ended Jan 31, 2025 | |
Accounting and legal $ | 158,798 | $ 143,983 |
Consulting fees | 2,500 | 2,500 |
Regulatory and transfer agent | 69,699 | 76,462 |
Insurance, license and permit | 17,228 | 14,042 |
Office and miscellaneous | 35,028 | 37,271 |
Repairs and maintenance | 450 | 770 |
Salaries and wages | 193,840 | 201,514 |
Total 477,543 476,542
Significant components of the Company's general and administrative expenses include salaries and benefits, regulatory and transfer agent fees, and lease administration costs that are not directly attributable to the acquisition of a direct lease or loan. For the three months January 31, 2026, general and administrative expenses increased modestly by $1,001 (or 0%). This moderate decrease was primarily a result of lower regulatory costs and salaries and wages, offset by an increase in accounting and legal costs.
Sales and marketingSales and marketing expenses include the following major expenses by nature:
For 3 months ended Jan 31, 2026 | For 3 months ended Jan 31, 2025 | |
Advertising and promotion $ | 10,871 | $ 17,200 |
Salaries and commissions | 99,103 | 133,502 |
Marketing | 25,665 | 54,219 |
Meals and entertainment | - | 4,546 |
Significant components of the Company's sales and marketing expenses include salaries and commissions and benefits paid to sales personnel, as well as advertising and social media marketing fees. For the three months ended January 31, 2026, sales and marketing expenses decreased by $73,829 (or 35%). The decrease was primarily from a drop in commissions as well as more frugal advertising and marketing spending while the general industry remains slower than usual.
FINANCIAL POSITIONThe following table summarizes the Company's financial position:
As at | January 31, 2026 | October 31, 2025 | ||
Receivable under finance leases | $ 32,163,877 | $ | 32,523,394 | |
Property under operating leases | 166,591 | 181,456 | ||
Cash and cash equivalents | 1,819,872 | 1,985,833 | ||
Restricted cash | 1,738,490 | 1,599,604 | ||
Inventory | 527,249 | 545,116 | ||
Other assets | 995,740 | 2,364,500 | ||
Total assets | 37,411,819 | 37,600,299 | ||
Credit facilities and loans | 21,590,743 | 21,425,438 | ||
Customers' deposits and advances | 2,564,570 | 2,489,515 | ||
Deferred revenue | 5,421 | 8,839 | ||
Other liabilities | 1,138,561 | 1,404,784 | ||
Total liabilities | 25,299,295 | 25,328,576 | ||
Assets |
Total assets decreased by $188,480 (or 1%) to $37,411,819 as of January 31, 2026 from $37,600,299 as of January 31, 2025. The Company's revenue generating assets consist primarily of finance lease receivable and operating leases. These asset groups make up the Company's portfolio assets. The Company's non-portfolio assets represented 14% (October 31, 2025- 17%) of the total assets, and consist primarily of cash and cash equivalents, restricted cash, inventory, prepaids, other assets, and property and equipment. The Company generates considerable cash flows from monthly pre-authorized payments on its lease portfolio and generally limits the amount of unutilized cash by way of the Company's banking credit facilities that allow the ability to access cash resources when required. This strategy ensures that the Company maximizes its rate of returns on its revenue generating assets.
Lease receivablesLease receivables contain leases that are classified as finance leases. Under a finance lease substantially all the risks and rewards incidental to legal ownership are transferred by the lessor to the lessee at the inception of the lease transaction or contain a contractual guarantee by the lessee which the Company formally adopted in early 2022. Lease receivables decreased by $359,517 (or 1%) at January 31, 2026 to
$32,163,877 compared to $32,523,394 as at October 31, 2025.
Properties under operating leaseAn operating lease is one that does not transfer substantially all the risks and rewards of ownership to the lessee. The carrying value of properties under operating lease decreased by $14,865 (or 8%) to $166,591 as at January 31, 2026 from $181,456 as at October 31, 2025. The decrease in the properties under operating lease is a result of the Company focusing exclusively on finance type leases that contain contractual lessee guarantees. The properties under operating lease are expected to slowly decrease as these lease agreements reach maturity.
LIQUIDITY AND CAPITAL RESOURCESThe Company's approach to managing capital is to ensure that it will have sufficient liquidity to meet liabilities as they come due. The Company currently settles all of its financial obligations out of cash generated from operations. The ability to do so relies on the Company maintaining sufficient cash in excess of anticipated needs. To help manage its liquidity the Company has obtained an operating loan agreement through a major schedule 1 Canadian Financial Institution. To fund the acquisition of vehicles for leasing purposes, the Company utilizes its credit facilities and when additional capital is required, it will be raised through debt and share issuances.
The Company is subject to externally imposed capital requirements pursuant to the covenants of the secured credit facility. Management reviews its capital management approach on an ongoing basis.
The table below represents the financial leverage ratio and equity capitalization for the periods ended January 31, 2026 and January 31, 2025:
As at | January 31, 2026 | October 31, 2025 |
Credit facilities and loans | $ 21,590,743 | $ 21,425,438 |
Other liabilities | 3,708,552 | 3,903,138 |
Total liabilities | 25,299,295 | 25,328,576 |
Total Equity | 12,112,524 | 12,271,723 |
Financial leverage ratio | 2.09 : 1 | 2.06 :1 |
Cash flows from operating activities for the three months ended January 31, 2026 consumed $24,958 compared to $2,796,210 for the comparative period ended January 31, 2025. The fluctuation was primarily
the result of the substantial additions to the Company's receivable under finance leases reflected as working capital reductions as the Company builds its finance portfolio.
Cash flows from investing activities for the three months ended January 31, 2026 consumed $10,035, resulting from the continued disposal of the Company's operating lease portfolio.
Cash flows used in financing activities for the three months ended January 31, 2026 were $7,918 as compared to a net increase of $3,032,718 for the three months ended January 31, 2025. The Company typically finances new finance type leases in combination with banking and securitization financing which accordingly, increased in a similar magnitude to the increasing finance lease portfolio.
The Company's Credit Loan Facility allows the Company to borrow up to $15,000,000 at prime plus 1.5% subject to certain limitations. The bank covenant limitations require the Company to maintain a Funded Debt to Equity ratio being lower than 6 : 1 and a Working Capital including assets available for securitization of 1.25 : 1.
As at January 31, 2026, the Company's Funded Debt to Equity Ratio was 1.78 represented by the
$21,590,743 of funded debt by the bank, divided by the Company's total shareholder's equity of
$12,112,524.
As at January 31, 2026, the Company's Working Capital Ratio including assets available for securitization was 2.00 : 1 represented by total qualifying assets $19,839,190 divided by total applicable liabilities of
$9,904,795.
OUTSTANDING SHARE DATAThe Company had 84,506,273 common shares issued and outstanding at January 31, 2026 and at March 13, 2026. Please refer to Note 16 - "Share Capital" in the Company's interim consolidated financial statements for additional information.
The Company had nil purchase warrants issued and outstanding at January 31, 2026 and at March 13, 2026. Please refer to Note 16 - "Share Capital" in the Company's interim consolidated financial statements for additional information.
The Company had nil share purchase options issued and outstanding at January 31, 2025 and at March 13, 2026. Please refer to Note 16 - "Share Capital" in the Company's interim consolidated financial statements for additional information.
CRITICAL ACCOUNTING POLICIES AND ESTIMATESManagement's discussion and analysis of financial condition and results of operations are made with reference to the Company's interim financial statements for the three months ended January 31, 2026. A summary of the Company's significant accounting policies is presented in the notes to those financial statements. Some of the Company's accounting policies, as required by International Financial Reporting Standards, require management to make subjective, complex judgments and estimates to matters that are inherently uncertain. The Company believes the policies below are the most critical accounting estimates that affect its operating results, and that would have the most material effect on the financial statements should these policies change or be applied in a different manner.
Revenue recognitionBrokerage Commissions
The Company facilitates vehicle sales through third-party dealerships where customers have low or limited credit history. The Company bears limited inventory risk in the transaction and does not have latitude in setting vehicle prices and therefore the Company only recognizes the net fees. In these situations, the fees are recorded as revenue at the time the customer enters into the contract and the Company is entitled to the fee. The Company is not the obligor under any of these contracts.
Automobile sales
Revenue is recognized when the risks and rewards of ownership have been transferred to the customer and the revenue and costs can be reliably measured and it is probable that economic benefits will flow to the Company. In practice, this means that revenue is recognized when vehicles are invoiced and physically delivered to the customer and payment has been received or credit approval has been obtained by the customer.
Lease interest and rental income
Finance lease interest income is included in the statement of comprehensive income for all financial assets measured at amortized cost using the effective interest method. The effective interest rate is the rate that discounts estimated future cash flows through the expected life of the financial instrument back to the net carrying amount of the financial asset. The calculation takes into account all contractual terms of the financial instrument including prepayment options, fee income charged to the customer on the origination of all financial assets, and all purchase premiums or discounts, net of any transaction costs that are directly attributable to the financial instrument, but not future credit losses. The application of the method has the effect of recognizing revenue on the financial instrument evenly in proportion of the amount outstanding over the period to maturity or repayment. Once the recorded value of a financial asset has been reduced due to an impairment loss, interest revenue continues to be recognized using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. This is offset by a corresponding adjustment to the loan loss provision charge to reflect the fact that this additional revenue may not be collectible.
Rental income on operating leases is recognized on a straight-line basis over the lease term.
Financial instrumentsA financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
Financial assets are classified, at initial recognition, as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets, or derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
Financial assets carried at amortized cost are assessed at each reporting date for any potential impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the carrying amount and the present value of estimated future cash flows discounted using the original effective interest rate. The carrying amount of the asset is then reduced by the amount of the impairment and is recognized in the consolidated statements of comprehensive income.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the reversal of the previously recognized impairment loss is recognized in the consolidated statements of comprehensive income.
Purchases or sales of financial assets that require delivery of assets in a timeframe established by regulation or convention in the marketplace (regular way trades) are recognized on the trade date, which is the date that the Company commits to purchase or sell the asset.
The Company's financial assets include cash, term deposits, accounts receivable, due from related company, car loans receivable and receivable under finance lease.
Fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments, as defined by IAS 39. The Company's cash and term deposit are classified as fair value through profit or loss.
Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.
The Company's loans and receivables are comprised of accounts receivable, due from related company, car loans receivable, and receivable under finance lease.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and are not classified in any of the previous categories of financial assets. Available-for-sale financial assets are recognized initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition, these assets are measured at fair value and changes therein, other than impairment losses, are recognized in other comprehensive income and presented within equity. When an investment is derecognized through sale or has an impairment that is other than temporary, the cumulative gain or loss in other comprehensive income is transferred to profit or loss.
The Company does not have any financial assets that are classified as available-for-sale.
Held-to-maturity financial assets
If the Company has the positive intent and ability to hold debt securities to maturity, then such financial assets are classified as held-to-maturity. Held-to-maturity financial assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost using the effective interest method, less any impairment losses. The Company does not have any financial assets that are classified as held-to-maturity.
Financial liabilities
All financial liabilities are initially recorded at fair value and designated upon inception as fair value through profit or loss or other financial liabilities.
Financial liabilities classified as other financial liabilities are initially recognized at fair value less directly attributable transaction costs. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest rate method. The effective interest rate method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. The Company's bank indebtedness, accounts payable and accrued liabilities, customers' advances, customers' deposits, due to shareholder, and short-term loans are classified as other financial liabilities.
Financial liabilities classified as fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as fair value through profit or loss. Derivatives, including separated embedded derivatives are also classified as held for trading and recognized at fair value with changes in fair value recognized in profit or loss unless they are designated as effective hedging instruments. Fair value changes on financial liabilities classified as fair value through profit or loss are recognized in profit or loss.
Property under operating leases
The Company determines the classification of a lease at its lease inception date. An operating lease is one that does not transfer substantially all of the risks and rewards of ownership to the lessee.
Property classified as operating leases are carried at cost less accumulated depreciation and are being depreciated to their estimated residual values using the straight-line method over the lease term. Property under operating leases are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds the higher of the asset's fair value less costs to sell and its value in use.
The Company has not been required to record an impairment loss to date.
Impairment of non-current assets
The carrying amounts of the Company's non-current assets are reviewed at each reporting date for indicators of impairment. If any such indication exists, the recoverable amount of the asset is estimated in
order to determine the amount of the impairment, if any. The recoverable amount of an asset is evaluated at the Cash Generating Unit ("CGU") level, which is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
The recoverable amount of a CGU is the greater of its fair value less costs to sell and its value in use. Fair value less cost to sell is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties, less the costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Adoption of new accounting policiesThere have been no new accounting standards or interpretations adopted during the three months ended January 31, 2025.
Standards issued but not yet effective
The Company has elected to not early adopt standards, interpretations or amendments that have been issued but are not yet effective. The new and amended standards and interpretations that have been issued, but are not yet effective, up to the date of issuance of the Company's condensed interim consolidated financial statements are disclosed below. If applicable, the Company intends to adopt when they become effective.
IAS 1: Classification of Liabilities as Current or Non-current
In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1, "Presentation of Financial Statements" to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:
What is meant by a right to defer settlement;
That a right to defer must exist at the end of the reporting period;
That classification is unaffected by the likelihood that an entity will exercise its deferral right; and
That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
The amendments are effective for annual reporting periods beginning on or after January 1, 2025 and must be applied retrospectively. The amendments are not expected to have a material impact on the Company at this time.
RELATED PARTY TRANSACTIONSThe Company uses an office leased by Solution Lease Club, a Company controlled by the CEO of the Company for administration and promotional purposes. Solution Lease Club's office is at Unit 6, 11220 Voyageur Way, Richmond. The Company pays Solution Lease Club a $400 fee for each sales and lease transaction for property usage. During the three months ended January 31, 2026, the Company paid
$28,500 to Solution Lease Club (2025 - $45,000).
During the three months ended January 31, 2026, remuneration of directors and other members of
key management personnel are $95,450 (2025 - $145,462). Included in this remuneration are financing fees of $9,000 (2025- $9,000) paid to a Company with a director in common for assistance in securing the Company's banking and securitization facilities.
During the three months ended January 31, 2026 services provided by law firms where a partner is a director of the Company amounted to $nil (2025-$3,717).
Additionally, as of January 31, 2026, service fees owing to the CFO was $10,500 (2025- $10,500).
Two directors of the Company have automobile lease agreements with the Company under standard commercial terms. These leases bear interest at rates consistent with terms available to other customers in similar circumstances.
OFF-BALANCE SHEET ARRANGEMENTSThe Company has not entered into any off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to an entity, derivative instrument obligations or any other obligations which will have or are reasonably likely to have a current or future effect on the financial condition, changes in financial conditions, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors, other than operating leases.
RISK MANAGEMENTSeveral trends and factors that the Company could be out of control can affect the operation of Company, and have the potential of affecting its financial condition, profitability, and cash flows. These trends and factors may be changes in the vehicle market sector, the state of the domestic and global economic conditions. Management has difficulty in accurately predicting the impact of changes in these risk factors and forecasting their effects on the Company's results of operations and the financial conditions.
The Company is exposed to a few financial risks in the normal course of its business operations, including market risks resulting from policies, fluctuations in interest rates, as well as credit and liquidity risks. The following summarizes the types of market risks that the Company is exposed, and the policies and procedures for measuring and managing risk.
Credit RiskCredit risk is the risk that the Company will incur a loss a counter party will fail to perform its obligations. The Company's financial instruments that are exposed to concentrations of credit risk consist of cash, term deposits, accounts receivable, due from related company, car loans receivable, and lease receivables. The Company attempts to mitigate the risks associated with cash and term deposits by dealing only with major Canadian financial institutions with good credit ratings and performs credit assessments of all customers making material orders. The Company attempts to mitigate the risks associated with car loans receivable and lease receivables through its credit check process performed before entering into any sales arrangement.
Liquidity riskLiquidity risk is the risk that the Company cannot meet a demand for cash or fund its obligations as they come due. Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities as they come due. The Company currently settles all of its financial obligations out of cash generated from operations. The ability to do so relies on the Company maintaining sufficient cash in excess of anticipated needs.
Interest rate riskInterest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates. The Company's financial instruments that are exposed to concentrations of interest rate risk consist of bank indebtedness and short-term loans. A change in the prime rate of interest of 1% would result in additional interest expense for the Company of $66,980 per year. In order to mitigate this risk, the Company carefully monitors its borrowing costs to ensure its rates reflect appropriate spreads to insulate against sudden unexpected interest rate movements.
Competitive environmentThere can be no assurance that the Company will be able to compete successfully against its current or future competitors, or that such competition will not have a material adverse effect on the financial condition and results of operations of the Company. Overall, the market for the financial services offered by the Company is highly competitive and some of the companies operating in this sector have greater financial resources than the Company.
Potential acquisitions and investmentsThe Company seeks to acquire or invest in businesses that expand or complement its current business. Such acquisitions or investments may involve significant commitments of financial or other resources of the Company. There can be no assurance that any such acquisitions or investments will generate additional earnings or other returns for the Company, or that financial or other resources committed to such activities will not be lost. Such activities could also place additional strains on the Company's administrative and operational resources and its ability to manage growth.
ProfitabilityThere is no assurance that the Company will earn profits in the future, or that profitability will be sustained. There is no assurance that future revenues will be sufficient to generate the funds required to continue the Company's business development and marketing activities. If the Company does not have sufficient capital to fund its operations, it may be required to reduce its sales and marketing efforts or forego certain business opportunities.
Debt LevelsSolution has had and will continue to increase its indebtedness. Its ability to make payments of principal and interest on the debt or to refinance its indebtedness will depend on Solution's future operating performance and its ability to enter into additional debt and equity financings, which to a certain extent is subject to economic, financial, competitive and other factors beyond its control.
If Solution is unable to generate sufficient cash flow in the future to service its debt, it may be required to refinance all or a portion of its existing debt or obtain additional financing. There can be no assurance that
any such refinancing would be possible or that any additional financing could be obtained on terms acceptable to Solution.
General Economic ConditionsThe automobile finance business has historically been subject to cyclical variations in the general economy and to uncertainty regarding future economic prospects. Delinquencies, defaults, repossessions and losses increase during periods of economic recession. These periods also are accompanied by decreased consumer demand for automobiles and declining values of automobiles securing outstanding loans, which weakens collateral coverage and increases the amount of a loss in the event of default. Significant increases in the inventory of used automobiles during periods of economic recession will depress the prices at which repossessed automobiles may be sold or delay the time of these sales.
Solution's financial results are sensitive to immigration policies, number of international students in Canada, fluctuations in general interest rates, gross domestic product growth, and the level of consumer confidence, among other factors. Although Solution's actual rates of delinquencies, defaults, repossessions and losses on these loans are very low comparing to our competitors in the general automobile finance industry, some government policies and general economic conditions would adversely affect its business, financial condition, liquidity and results of operations or future prospects.
Dependence on Management Information SystemsSolution depends on its management information systems in each stage of its operations. These management information systems also form the basis of its financial reporting. Irreparable damage to its information systems and databases, or loss of the information contained therein, could have a material adverse effect on Solution's business, financial condition, liquidity and results of operations or future prospects.
More Stringent Government RegulationsSolution is subject to various federal, provincial and municipal laws and regulations. Such laws, regulations and related rules and policies are administered by various federal, provincial and municipal agencies and other governmental authorities. New laws governing Solution's business could be enacted and changes to any existing laws could have a significant impact on the business of Solution. Failure by Solution to comply with applicable laws and regulations may subject it to civil or regulatory proceedings which may have a material adverse effect on Solution's business, financial condition, liquidity and results of operations or future prospects.
INTERNAL CONTROLS OVER DISCLOSURE AND FINANCIAL REPORTINGThe Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO") are responsible for designing disclosure controls and procedures to ensure that material information is being recorded, processed, summarized, and reported to senior management, including the certifying officers and members of the Company's Audit Committee on a timely basis, so that appropriate decisions can be made regarding public disclosure. In addition, the CEO, and CFO are responsible to design, or cause to be designed under their supervision, internal controls over financial reporting ("ICFR"), to a standard that provides reasonable assurance of the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
There have been no changes to the Company's disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR") as at January 31, 2026 that have materially affected, or are reasonably likely to materially affect, DC&P or ICFR.
Disclosure controls and proceduresDisclosure controls and procedures, as defined in National Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings, means controls and other procedures of an issuer that are designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and include controls and procedures designed to ensure that information required to be disclosed by an issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to the issuer's management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure.
Internal controls over financial reportingThe Company's management, including the CEO, and CFO, has evaluated the design of the Company's Internal Controls over Financial Reporting using the control framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this evaluation, management has concluded that the Company's ICFR as at January 31, 2026 were designed and operating effectively and provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
Limitations of effectiveness of disclosure controls and internal controls over financial reportingIt should be noted that while the Company's Chief Executive Officer, and Chief Financial Officer believe that the Company's internal controls system and disclosure controls and procedures provides a reasonable level of assurance that the objectives of the control systems are met, they do not expect that the Company's control system will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurances that any design will succeed in achieving its stated goals under all potential conditions. The Company will continue to periodically review our disclosure controls and procedures and internal control over financial reporting and may make modifications from time to time as considered necessary or desirable.
