EX-99.1 2 elva_ex991.htm FINANCIAL STATEMENT elva_ex991.htm

EXHIBIT 99.1

 

 

 

 

 

 

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. dollars)

 

ELECTROVAYA INC.

 

FOR THE PERIODS ENDED DECEMBER 31, 2025 and 2024

  

 

 

 

ELECTROVAYA INC.

Condensed Interim Consolidated Statements of Financial Position

(Expressed in thousands of U.S. dollars)

As at December 31, 2025 and September 30, 2025

 

 

 

 

As at

 

 

As at

 

 

 

Notes

 

December 31, 2025

 

 

September 30, 2025

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

22,677

 

 

 

6,358

 

Restricted cash

 

 

 

 

2,443

 

 

 

656

 

Trade and other receivables

 

Note 4

 

 

13,964

 

 

 

16,474

 

Inventories

 

Note 5

 

 

13,764

 

 

 

12,451

 

Prepaid expenses

 

Note 6

 

 

9,386

 

 

 

6,017

 

Total current assets

 

 

 

 

62,234

 

 

 

41,956

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

Note 7

 

 

14,969

 

 

 

13,043

 

Long-term deposit

 

 

 

 

258

 

 

 

257

 

Deposits for Jamestown equipment

 

Note 6

 

 

20,309

 

 

 

6,608

 

Deferred income tax asset

 

Note 19

 

 

2,166

 

 

 

2,067

 

Total non-current assets

 

 

 

 

37,702

 

 

 

21,975

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

99,936

 

 

 

63,931

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

Note 8

 

 

10,018

 

 

 

9,576

 

Derivative liability

 

Note 15

 

 

-

 

 

 

144

 

Lease liability

 

Note 11

 

 

321

 

 

 

358

 

Total current liabilities

 

 

 

 

10,339

 

 

 

10,078

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

Lease liability

 

Note 11

 

 

1,395

 

 

 

1,457

 

Long term loan

 

Note 9

 

 

27,263

 

 

 

20,744

 

Government assistance payable

 

 

 

 

281

 

 

 

216

 

Other payables

 

Note 18

 

 

338

 

 

 

309

 

Total non-current liabilities

 

 

 

 

29,277

 

 

 

22,726

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

Share capital

 

Note 12

 

 

163,106

 

 

 

134,866

 

Contributed surplus

 

 

 

 

11,365

 

 

 

11,508

 

Warrants

 

Note 12

 

 

4,725

 

 

 

4,725

 

Accumulated other comprehensive income

 

 

 

 

5,967

 

 

 

5,909

 

Deficit

 

 

 

 

(124,843 )

 

 

(125,881 )

Total Equity

 

 

 

 

60,320

 

 

 

31,127

 

Total liabilities and equity

 

 

 

 

99,936

 

 

 

63,931

 

 

See accompanying notes to unaudited condensed interim consolidated financial statements

 

Signed on behalf of the Board of Directors

 

Chair of the Board

Sankar Das Gupta, Director

Chair of Audit Committee

James K Jacobs, Director

 

 
1 | Page

 

 

ELECTROVAYA INC.

Condensed Interim Consolidated Statements of Income (loss)

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

(Unaudited)

 

 

 

 

Three months ended

 

 

Three months ended

 

 

 

Notes

 

December 31, 2025

 

 

December 31, 2024

 

 

 

 

 

 

 

 

 

 

Revenue

 

Note 17

 

 

15,554

 

 

 

11,169

 

Direct manufacturing costs

 

Note 5(c)

 

 

10,440

 

 

 

7,761

 

Gross margin

 

 

 

 

5,114

 

 

 

3,408

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

 

 

1,224

 

 

 

984

 

Government assistance

 

 

 

 

(187 )

 

 

(65 )

Sales and marketing

 

 

 

 

734

 

 

 

780

 

General and administrative

 

 

 

 

1,363

 

 

 

1,167

 

Stock based compensation

 

 

 

 

195

 

 

 

415

 

Depreciation and amortization

 

 

 

 

414

 

 

 

317

 

 

 

 

 

 

3,743

 

 

 

3,598

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

 

 

1,371

 

 

 

(190 )

 

 

 

 

 

 

 

 

 

 

 

Net finance charges

 

Note 10

 

 

448

 

 

 

702

 

Foreign exchange loss (gain) and interest income

 

 

 

 

(16 )

 

 

(472 )

 

 

 

 

 

 

 

 

 

 

 

Income tax recovery

 

Note 19

 

 

99

 

 

 

-

 

Net income (loss) for the period

 

 

 

 

1,038

 

 

 

(420 )

 

 

 

 

 

 

 

 

 

 

 

Basic income (loss) per share

 

 

 

 

0.02

 

 

 

(0.01 )

Diluted income (loss) per share

 

 

 

 

0.02

 

 

 

(0.01 )

Weighted average number of shares – basic

 

 

 

 

42,631,729

 

 

 

34,978,603

 

Weighted average number of shares – diluted

 

 

 

 

45,734,541

 

 

 

34,978,603

 

 

See accompanying notes to unaudited condensed interim consolidated financial statements. 

 

 
2 | Page

 

 

ELECTROVAYA INC.

Condensed Interim Consolidated Statements of Comprehensive income (Loss)

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

(Unaudited)

 

 

 

Three months ended December 31, 2025

 

 

Three months ended December 31, 2024

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

 

1,038

 

 

 

(420 )

 

 

 

 

 

 

 

 

 

Items that may be reclassified to Profit and Loss

 

 

 

 

 

 

 

 

Cumulative translation adjustment

 

 

58

 

 

 

(103 )

Other comprehensive income (loss) for the period

 

 

58

 

 

 

(103 )

Total comprehensive income (loss) for the period

 

 

1,096

 

 

 

(523 )

 

See accompanying notes to unaudited condensed interim consolidated financial statements.

 

 
3 | Page

 

 

ELECTROVAYA INC.

Condensed Interim Consolidated Statements of Changes in Equity

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

 

 

Share Capital

 

 

Contributed Surplus

 

 

Warrants

 

 

Accumulated other Comprehensive Income

 

 

Deficit

 

 

Total

 

Balance – October 01, 2024

 

 

116,408

 

 

 

10,904

 

 

 

4,725

 

 

 

5,792

 

 

 

(129,244 )

 

 

8,585

 

Stock-based compensation

 

 

-

 

 

 

415

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

415

 

Issue of shares

 

 

11,582

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,582

 

Other comprehensive loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(103 )

 

 

-

 

 

 

(103 )

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(420 )

 

 

(420 )

Balance – December 31, 2024

 

 

127,990

 

 

 

11,319

 

 

 

4,725

 

 

 

5,689

 

 

 

(129,664 )

 

 

20,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – October 01, 2025

 

 

134,866

 

 

 

11,508

 

 

 

4,725

 

 

 

5,909

 

 

 

(125,881 )

 

 

31,127

 

Stock-based compensation

 

 

-

 

 

 

195

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

195

 

Issue of shares

 

 

25,845

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

25,845

 

Exercise of options

 

 

2,030

 

 

 

(338 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,692

 

Exercise of warrants

 

 

365

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

365

 

Other comprehensive income for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

58

 

 

 

-

 

 

 

58

 

Net income for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,038

 

 

 

1,038

 

Balance – December 31, 2025

 

 

163,106

 

 

 

11,365

 

 

 

4,725

 

 

 

5,967

 

 

 

(124,843 )

 

 

60,320

 

 

See accompanying notes to unaudited condensed interim consolidated financial statements.

 

 
4 | Page

 

 

ELECTROVAYA INC.

Condensed Interim Consolidated Statement of Cash Flows

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

(Unaudited)

 

 

 

Notes

 

Three months ended December 31, 2025

 

 

Three months ended December 31, 2024

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents provided by (used in) Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

 

 

 

1,038

 

 

 

(420 )

Add :

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

 

 

 

414

 

 

 

317

 

Stock based compensation expense

 

 

 

 

195

 

 

 

415

 

Interest expense and other financing charges

 

Note 10

 

 

448

 

 

 

702

 

Unrealized foreign exchange

 

 

 

 

(73 )

 

 

(10 )

Income tax recovery

 

Note 19

 

 

(99 )

 

 

-

 

Cash provided by (used in) operating activities

 

 

 

 

1,923

 

 

 

1,004

 

Net Changes in the working capital

 

Note 14

 

 

(218 )

 

 

(1,281 )

Cash from (used in) operating activities

 

 

 

 

1,705

 

 

 

(277 )

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

Note 7

 

 

(2,229 )

 

 

(10 )

Change in restricted cash

 

 

 

 

(1,787 )

 

 

 

 

Deposits for Jamestown equipment

 

 

 

 

(13,701 )

 

 

-

 

Cash from (used in) investing activities

 

 

 

 

(17,717 )

 

 

(10 )

 

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of shares, net of issuance cost

 

Note 12

 

 

25,845

 

 

 

11,582

 

Proceeds from exercise of warrants

 

 

 

 

255

 

 

 

-

 

Proceeds from exercise of options

 

 

 

 

1,692

 

 

 

-

 

Proceeds from working capital facilities

 

Note 9(a)

 

 

10,210

 

 

 

11,554

 

Repayment of working capital facilities

 

Note 9(a)

 

 

(17,066 )

 

 

(12,559 )

Proceeds from EXIM loan

 

Note 9(a)

 

 

11,904

 

 

 

-

 

Repayment of vendor take back loan

 

 

 

 

-

 

 

 

(1,630 )

Repayment of promissory note

 

 

 

 

-

 

 

 

(533 )

Interest and other finance cost

 

Note 10

 

 

(305 )

 

 

(542 )

Government assistance

 

 

 

 

(13 )

 

 

(13 )

Lease payments

 

Note 11

 

 

(236 )

 

 

(178 )

Cash from (used in) financing activities

 

 

 

 

32,286

 

 

 

7,681

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

 

 

 

16,274

 

 

 

7,394

 

Cash and cash equivalents, beginning of period

 

 

 

 

6,358

 

 

 

781

 

Effect of movements in exchange rates on cash held

 

 

 

 

45

 

 

 

(5 )

Cash and cash equivalents at end of period

 

 

 

 

22,677

 

 

 

8,170

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

 

 

 

 

Interest paid

 

Note 10

 

 

305

 

 

 

527

 

Income tax paid

 

 

 

 

-

 

 

 

-

 

 

See accompanying notes to unaudited condensed interim consolidated financial statement

 

 
5 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

1. Reporting Entity

 

Electrovaya Inc. (the “Company”) is domiciled in Ontario, Canada, and is incorporated under the Business Corporations Act (Ontario). The Company’s registered office is at 6688 Kitimat Road, Mississauga, Ontario, L5N 1P8, Canada. The Company’s common shares trade on the Toronto Stock Exchange and NASDAQ under the symbol ELVA.TO and ELVA, respectively. The Company has no immediate or ultimate controlling parent.

 

These unaudited condensed interim consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group” or “Company”). The Company is primarily involved in the design, development, manufacturing and sale of Lithium-Ion batteries, battery systems and battery-related products for energy storage, clean electric transportation, and other specialized applications.

 

2. Basis of Presentation

 

a. Statement of Compliance

 

These unaudited condensed interim consolidated financial statements have been prepared based on the principles of IFRS® Accounting standard 34, “Interim Financial Reporting” as issued by the International Accounting Standards Board ("IASB"). These unaudited condensed interim consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Company’s September 30, 2025 audited annual consolidated financial statements and accompanying notes.

 

These unaudited condensed interim consolidated financial statements were authorized for issuance by the Company’s Board of Directors on February 12, 2026.

 

b. Basis of Accounting

 

These unaudited condensed interim consolidated financial statements have been prepared on the going concern basis, which contemplates the realization of assets and settlement of liabilities as they fall due in the normal course of business.

 

c. Functional and Presentation Currency

 

These consolidated financial statements are presented in U.S. dollars and have been rounded to the nearest thousands, except per share amounts and when otherwise indicated. The functional currency of the Electrovaya Inc. is the Canadian dollar and the functional currencies of all the Group’s companies is US Dollars. Below are the companies within Group - Electrovaya Corp., Electrovaya Company, Sustainable Energy Jamestown LLC, Electrovaya USA Inc, Electrovaya Japan Co., Ltd.

 

d. Use of Judgements and Estimates

 

The preparation of the unaudited condensed interim consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

 
6 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

 

Information about significant areas of estimation uncertainty that have the most significant effect on the amounts recognized in the unaudited condensed interim consolidated financial statements relate to the following (assumptions made are disclosed in individual notes throughout the unaudited condensed interim consolidated financial statements where relevant):

 

·

Estimates used in determining the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by future technology or other market-driven changes that may reduce future selling prices.

·

Estimates used in testing non-financial assets for impairment including determination of the recoverable amount of a cash generating unit.

·

Estimates used in determining the fair value of stock option grants and warrants. These estimates include assumptions about the volatility of the Company’s stock and forfeiture.

·

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.

 

Provision for expected credit losses

 

The provision for expected credit losses is based on the assessment of the collectability of customer accounts and the ageing of the related invoices and represents the best estimate of probable credit losses in the existing trade accounts receivable. The Company regularly reviews the provision by considering factors such as historical experience, credit quality, the age of the account receivable balances, and current economic conditions that may affect a customer’s ability to pay.

 

Stock-Based Compensation

 

The Company account for stock-based compensation costs in accordance with the accounting standards for stock-based compensation, which require that all stock-based payments to employees be recognized in the unaudited condensed interim consolidated statements of income (loss) based on their fair values. The fair value of stock options on the grant date is estimated using the Black-Scholes option-pricing model using the single-option approach and the Monte Carlo valuation method depending on the type of option granted. The Black Scholes and Monte Carlo option pricing models require the use of highly subjective and complex assumptions, including the option's expected term and the price volatility of the underlying stock, to determine the fair value of the award.

 

Warrants

 

The Company accounts for warrants in accordance with the accounting standards for warrants, which requires all warrants to be recognized in the unaudited condensed interim consolidated statement of financial position based on their fair values. The fair value of warrants on the grant date is estimated using the Black-Scholes pricing model approach. The Black Scholes pricing model requires the use of highly subjective and complex assumptions, including the warrant’s expected term and the price volatility of the underlying stock, to determine the fair value of the award.

 

 
7 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

3. Material Accounting Policies

 

The material accounting policies adopted in these unaudited condensed interim consolidated financial statements are the same as those applied in the Company’s consolidated financial statements as at and for the year ended September 30, 2025. Unless otherwise stated, these policies have been consistently applied to all periods presented.

 

4. Trade and Other Receivables

 

 

 

December 31, 2025

 

 

September 30, 2025

 

Trade receivables, gross

 

 

12,641

 

 

 

13,796

 

Expected credit losses

 

 

(82 )

 

 

(82 )

Net trade receivables

 

 

12,559

 

 

 

13,714

 

Other receivables

 

 

1,405

 

 

 

2,760

 

Trade and other receivables

 

 

13,964

 

 

 

16,474

 

 

Financial period ending December 31, 2025

 

 

 

Current

 

 

31-60

 

 

61-90

 

 

91-120

 

 

>120

 

 

Total

 

%

 

 

94.20

 

 

 

0.29

 

 

 

5.23

 

 

 

0.09

 

 

 

0.19

 

 

 

100

 

Gross Trade receivable

 

 

11,907

 

 

 

36

 

 

 

661

 

 

 

12

 

 

 

24

 

 

 

12,641

 

 

Particulars 

 

Current

 

 

31-60

 

 

61-90

 

 

91-120

 

 

>120

 

 

total

 

Trade receivable (Gross)

 

 

11,907

 

 

 

36

 

 

 

661

 

 

 

12

 

 

 

24

 

 

 

12,641

 

Expected loss rate (%)

 

 

0.50 %

 

 

1.13 %

 

 

1.70 %

 

 

3.14 %

 

 

41.67 %

 

 

0.65 %

Expected loss provision

 

 

60

 

 

 

0.40

 

 

 

11.23

 

 

 

0.37

 

 

 

10

 

 

 

82

 

 

Financial year ending September 30, 2025

 

 

 

Current

 

 

31-60

 

 

61-90

 

 

91-120

 

 

>120

 

 

Total

 

%

 

 

81.31

 

 

 

7.52

 

 

 

0.41

 

 

 

0.34

 

 

 

10.42

 

 

 

100

 

Gross Trade receivable

 

 

11,218

 

 

 

1,038

 

 

 

57

 

 

 

46

 

 

 

1,437

 

 

 

13,796

 

 

 
8 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

Particulars

 

Current

 

 

31-60

 

 

61-90

 

 

91-120

 

 

<120

 

 

total

 

Trade receivable (net of specific provision)

 

 

11,218

 

 

 

1,038

 

 

 

57

 

 

 

46

 

 

 

1,437

 

 

 

13,796

 

Expected loss rate

 

 

0.20 %

 

 

0.53 %

 

 

1.70 %

 

 

3.14 %

 

 

3.55 %

 

 

0.59 %

Expected loss provision

 

 

23

 

 

 

6

 

 

 

1

 

 

 

1

 

 

 

51

 

 

 

82

 

 

The movement in the allowance for credit losses can be reconciled as follows:

 

 

 

December 31, 2025

 

 

September 30, 2025

 

Beginning balance

 

 

82

 

 

 

64

 

Write off

 

 

-

 

 

 

(2 )

Allowance provided

 

 

-

 

 

 

20

 

Ending balance

 

 

82

 

 

 

82

 

 

5. Inventories

 

a. Total inventories on hand as at December 31, 2025 and September 30, 2025 are as follows:

 

 

 

December 31, 2025

 

 

September 30, 2025

 

Raw materials

 

 

12,518

 

 

 

11,348

 

Semi-finished

 

 

24

 

 

 

-

 

Finished goods

 

 

1,222

 

 

 

1,103

 

 

 

 

13,764

 

 

 

12,451

 

 

b. As at December 31, 2025, the provision for slow moving and obsolete inventories amounted to $222 (September 30, 2025: $218), which was also included in direct manufacturing costs.

 

c. During the three-month period ended December 31, 2025, materials amounted to $9,846 (Three-month period ended December 31, 2024: $6,874) was expensed through direct manufacturing costs.

 

6. Prepaid expenses

 

 

 

December 31, 2025

 

 

September 30, 2025

 

Prepaid expenses

 

 

460

 

 

 

187

 

Prepaid insurance

 

 

180

 

 

 

5

 

Prepaid purchases

 

 

8,747

 

 

 

5,825

 

Deposits for Jamestown Equipment

 

 

20,309

 

 

 

6,608

 

 

 

 

29,696

 

 

 

12,625

 

 

Prepaid purchases are comprised of vendor deposits on inventory orders for the future acquisition of inventories.

 

Deposits for Jamestown Equipment represent advances paid to vendors for the procurement of manufacturing equipment for the Company’s new manufacturing facility in Jamestown, New York. The Company has entered into equipment purchase and other capital material purchase commitments with various vendors with an aggregate value of approximately $22,939 which is expected to be paid within the next twelve months.

 

 
9 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

7. Property, plant and equipment

 

 

 

December 31, 2025

 

 

 

Land

 

 

Buildings

 

 

Right of use

asset

 

 

Leasehold

improvement

 

 

Production equipment

 

 

Office furniture & equipment

 

 

Capital work in progress

 

 

Battery technology and certifications

 

 

Total

 

Gross carrying amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance beginning

 

 

215

 

 

 

7,485

 

 

 

3,109

 

 

 

329

 

 

 

2,513

 

 

 

120

 

 

 

2,049

 

 

 

2,016

 

 

 

17,836

 

Additions

 

 

-

 

 

 

-

 

 

 

-

 

 

 

34

 

 

 

121

 

 

 

13

 

 

 

2,052

 

 

 

57

 

 

 

2,277

 

Disposals

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Exchange differences

 

 

-

 

 

 

-

 

 

 

11

 

 

 

16

 

 

 

-

 

 

 

3

 

 

 

-

 

 

 

94

 

 

 

124

 

Balance ending

 

 

215

 

 

 

7,485

 

 

 

3,120

 

 

 

379

 

 

 

2,634

 

 

 

136

 

 

 

4,101

 

 

 

2,167

 

 

 

20,237

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance beginning

 

 

-

 

 

 

(1,167 )

 

 

(1,977 )

 

 

(79 )

 

 

(1,038 )

 

 

(92 )

 

 

-

 

 

 

(440 )

 

 

(4,793 )

Depreciation

 

 

-

 

 

 

(94 )

 

 

(108 )

 

 

(16 )

 

 

(92 )

 

 

(7 )

 

 

-

 

 

 

(97 )

 

 

(414 )

Disposals

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Exchange differences

 

 

-

 

 

 

-

 

 

 

(33 )

 

 

(1 )

 

 

(17 )

 

 

(2 )

 

 

-

 

 

 

(8 )

 

 

(61 )

Balance ending

 

 

-

 

 

 

(1,261 )

 

 

(2,118 )

 

 

(96 )

 

 

(1,147 )

 

 

(101 )

 

 

-

 

 

 

(545 )

 

 

(5,268 )

Net Book Value ending

 

 

215

 

 

 

6,224

 

 

 

1,002

 

 

 

283

 

 

 

1,487

 

 

 

35

 

 

 

4,101

 

 

 

1,622

 

 

 

14,969

 

 

 

 

September 30, 2025

 

 

 

Land

 

 

Buildings

 

 

Right of use

asset

 

 

Leasehold

improvement

 

 

Production equipment

 

 

Office furniture & equipment

 

 

Capital work in progress

 

 

Battery technology and certifications

 

 

Total

 

Gross carrying amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance beginning

 

 

215

 

 

 

7,485

 

 

 

3,209

 

 

 

76

 

 

 

1,809

 

 

 

105

 

 

 

-

 

 

 

935

 

 

 

13,834

 

Additions

 

 

-

 

 

 

-

 

 

 

(96 )

 

 

253

 

 

 

1,213

 

 

 

20

 

 

 

2,049

 

 

 

1,076

 

 

 

4,515

 

Disposals

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(509 )

 

 

-

 

 

 

-

 

 

 

11

 

 

 

(498 )

Exchange differences

 

 

-

 

 

 

-

 

 

 

(4 )

 

 

-

 

 

 

-

 

 

 

(5 )

 

 

-

 

 

 

(6 )

 

 

(15 )

Balance ending

 

 

215

 

 

 

7,485

 

 

 

3,109

 

 

 

329

 

 

 

2,513

 

 

 

120

 

 

 

2,049

 

 

 

2,016

 

 

 

17,836

 

Depreciation and impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance beginning

 

 

-

 

 

 

(793 )

 

 

(1,584 )

 

 

(48 )

 

 

(1,194 )

 

 

(72 )

 

 

-

 

 

 

(169 )

 

 

(3,860 )

Depreciation

 

 

-

 

 

 

(374 )

 

 

(393 )

 

 

(31 )

 

 

(279 )

 

 

(21 )

 

 

-

 

 

 

(271 )

 

 

(1,369 )

Disposals

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

435

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

435

 

Exchange differences

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

1

 

Balance ending

 

 

-

 

 

 

(1,167 )

 

 

(1,977 )

 

 

(79 )

 

 

(1,038 )

 

 

(92 )

 

 

-

 

 

 

(440 )

 

 

(4,793 )

Net Book Value ending

 

 

215

 

 

 

6,318

 

 

 

1,132

 

 

 

250

 

 

 

1,475

 

 

 

28

 

 

 

2,049

 

 

 

1,576

 

 

 

13,043

 

 

 
10 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

During the period ending December 31, 2025, the Company incurred loan fees of $1,285 (September 30, 2025: $472) in connection with the EXIM financing facility. The loan fees are initially recognized as a deduction from the carrying amount of the related loan and are amortized using the effective interest rate (EIR) method. Borrowing costs arising from the EIR accretion of the loan fees are capitalized to capital work in progress (CWIP) in accordance with IAS 23 – Borrowing Costs, only up to the date the qualifying asset is ready for its intended use. Thereafter, such borrowing costs are recognized in profit or loss. Of the total fees incurred, $48 is capitalized to CWIP for the period ending December 31, 2025 (September 30, 2025: $6).

 

Refer to Note 9(b) for further details.

 

8. Trade and Other payables

 

 

 

December 31, 2025

 

 

September 30, 2025

 

Trade payables

 

 

6,920

 

 

 

6,777

 

Accruals

 

 

2,590

 

 

 

2,046

 

Employee payables

 

 

508

 

 

 

732

 

 

 

 

10,018

 

 

 

9,555

 

 

 Warranty provision continuity schedule is as follows (included in accruals above):

 

 

 

December 31, 2025

 

 

September 30, 2025

 

Opening provision

 

 

1,192

 

 

 

1,072

 

Utilised during the period

 

 

(394 )

 

 

(665 )

Provided during the period

 

 

523

 

 

 

785

 

Closing balance

 

 

1,321

 

 

 

1,192

 

 

9. Long term loan

 

a. Revolving Credit Facility

 

As at December 31, 2025, the balance owing under the facility is $10,861 (September 30, 2025: $17,672). The maximum credit available under the facility is $18,232 (Cdn $25,000).

 

Bank of Montreal

 

The interest rate is 7.45%, interest which is payable monthly.

 

 

 

December 31, 2025

 

 

September 30, 2025

 

Opening balance

 

 

17,672

 

 

 

16,283

 

Exchange difference

 

 

45

 

 

 

(12 )

Payments made during the period

 

 

(17,066 )

 

 

(77,895 )

Loan fees (net of amortization: September 30, 2025 $104)

 

 

-

 

 

 

(461 )

Cash drawn during the period

 

 

10,210

 

 

 

79,757

 

Closing balance

 

 

10,861

 

 

 

17,672

 

 

 
11 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

In the month of March 2025, the company paid off its Cortland working capital facility.

 

On March 07, 2025, the Company entered a three-year credit agreement with Bank of Montreal as lender to provide working capital facilities with outstanding amount not exceeding $20,000 and a $5,000 accordion. As a part of this agreement, the balance outstanding with Cortland working capital facility was paid off in full. The company paid an early termination fee to Cortland for $375. Legal and professional fees in relation to the new facility have been capitalised and will be amortised over the period of the facility. The working capital facility provides the Bank with security over the assets of the Company. Interest accrued up to December 31, 2025 is $24 (September 30, 2025: $ 100).

 

b. Export-Import Bank of United States

 

During March 2025, a loan was approved from Export–Import Bank of the United States for $50,853 for the Jamestown facility with a term of 6.5 years and interest rate of 4.90%. The installment payment of EXIM loan comments in the month of March 2027. As of December 31, 2025, the Company has drawn the following amount:

 

 

 

December 31, 2025

 

 

September 30, 2025

 

Opening balance

 

 

3,070

 

 

 

-

 

Loan amount withdrawn during the period

 

 

11,904

 

 

 

4,373

 

Debt issuance cost

 

 

1,285

 

 

 

(1,309 )

Amortization of loan fees

 

 

46

 

 

 

-

 

Interest and accretion

 

 

48

 

 

 

6

 

Closing balance

 

 

16,353

 

 

 

3,070

 

 

Loan fees of $48 (September 30, 2025: $6) is capitalised as part of “capital work in progress” (CWIP) (Refer Note 7 for more details).

 

10. Finance costs

 

During the three-month period ended December 31, 2025, and 2024, the Company incurred both cash and non-cash finance costs. The following table shows the split as included on the statement of income (loss).

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

Cash

 

 

Non-Cash

 

 

Total

 

 

Cash

 

 

Non-Cash

 

 

Total

 

Working capital facility

 

 

305

 

 

 

23

 

 

 

328

 

 

 

526

 

 

 

25

 

 

 

551

 

Promissory notes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

17

 

 

 

17

 

Interest on VTB loan

 

 

-

 

 

 

-

 

 

 

-

 

 

 

16

 

 

 

-

 

 

 

16

 

Lease interest (note 11)

 

 

60

 

 

 

-

 

 

 

60

 

 

 

-

 

 

 

75

 

 

 

75

 

Changes in FV of derivative warrants

 

 

-

 

 

 

(35 )

 

 

(35 )

 

 

-

 

 

 

17

 

 

 

17

 

Accretion on government payable

 

 

-

 

 

 

95

 

 

 

95

 

 

 

-

 

 

 

26

 

 

 

26

 

 

 

 

365

 

 

 

83

 

 

 

448

 

 

 

542

 

 

 

160

 

 

 

702

 

 

 
12 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

11. Lease liability

 

As of December 31, 2025, lease liability consists of:

 

 

 

December 31, 2025

 

 

September 30, 2025

 

Current

 

 

321

 

 

 

358

 

Non-current

 

 

1,395

 

 

 

1,457

 

 

 

 

1,716

 

 

 

1,815

 

 

Information about leases for which the Company is a lessee is as follows:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Interest on lease liabilities

 

 

59

 

 

 

75

 

Incremental borrowing rate at time of transition

 

 

14 %

 

 

14 %

Cash outflow for the lease

 

 

236

 

 

 

178

 

 

The Company’s future undiscounted minimum lease payments for the period ended December 31, 2025, for the continued operations are as under:

 

Year

 

Amount

 

2026

 

 

543

 

2027

 

 

736

 

2028

 

 

752

 

2029

 

 

769

 

2030

 

 

193

 

 

The Company entered into a lease agreement for 61,327 sq. ft for its premises as its headquarters in Mississauga, Ontario at 6688 Kitimat Road. The lease is for 10 years starting January 1, 2020, with expiry December 31, 2029. In addition, the Company is required to pay certain occupancy costs.

 

The lease agreement for the Company's lab facility has been renewed for an additional three years, commencing from January 2023.

 

The terms of the renewed lease entail a fixed monthly rent as follows:

 

 

·

CAD $25,625 for the first year,

 

·

CAD $26,265 for the second year, and

 

·

CAD $26,922 for the third year.

 

 
13 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

12. Share capital

 

a. Authorized and issued capital stock

 

 

 

 

 

 

Common Shares

 

 

 

 

 

Number

 

 

Amount

 

Balance, September 30, 2024

 

Note

 

 

 

34,137,665

 

 

$ 116,408

 

Issuance of shares

 

(i)

 

 

 

5,951,250

 

 

 

11,582

 

Balance, December 31, 2024

 

 

 

 

 

40,088,915

 

 

 

127,990

 

Transfer from contributed surplus

 

 

 

 

 

-

 

 

 

2,080

 

Exercise of warrants

 

(ii)

 

 

 

845,000

 

 

 

3,249

 

Exercise of options

 

 

 

 

 

1,175,005

 

 

 

1,547

 

Balance, September 30, 2025

 

 

 

 

 

42,108,920

 

 

 

134,866

 

Issuance of shares

 

(iii)

 

 

 

5,405,000

 

 

 

25,845

 

Transfer from contributed surplus

 

 

 

 

 

-

 

 

 

448

 

Exercise of warrants

 

(iv)

 

 

 

67,841

 

 

 

255

 

Exercise of options

 

12(b)

 

 

382,335

 

 

 

1,692

 

Balance, December 31, 2025

 

 

 

 

 

47,964,096

 

 

 

163,106

 

 

i.

The company issued 5,175,000 common shares at $2.15 for a total equity raise of $11,789 and share issuance cost of $206. The proceeds were recognised net of legal and consulting fees. Over allotment option for the option shares 776,250 was exercised by the underwriters in the month of December 2024.

ii.

On August 11, 2025, the warrants classified as derivative warrants were exercised by the investors at the price of CDN 5.30. As a result, the Company received US $3,249 in total proceeds. Fair valuation was done under Black Scholes model and the assumptions on the date of exercise included Risk-free interest rate (based on U.S. government bond yields) of 2.68%, expected volatility of the market price of shares (based on historical volatility of share price) of 65.05%, and the expected warrant life (in years) of 0.24 years.

iii.

The Company issued 5,405,000 common shares at $4.862 for a total equity raise of $28,106 (including fees of $200 paid to underwriters and $234 paid for legal services; 705,000 common shares issued pursuant to the full exercise of the over-allotment option at the offering price). The proceeds were recognised net of the legal and consulting fees.

iv.

On November 07, 2025, the warrants classified as derivative warrants were exercised by the investors at the price of CDN 5.30. As a result, the Company received US $255 in total proceeds. Fair valuation was done under Black Scholes model and the assumptions on the date of exercise included Risk-free interest rate (based on U.S. government bond yields) of 2.42%, expected volatility of the market price of shares (based on historical volatility of share price) of 72.30%, and the expected warrant life (in years) of 0 years. A revaluation gain of $35 was recognized in finance cost and $109 were transferred from derivative liability to share capital.

 

 
14 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

b. Stock Options

 

Options to purchase common shares of the Company under its stock option plan may be granted by the Board of Directors of the Company to certain full-time and part-time employees, directors and consultants of the Company and its affiliates. Stock options are non-assignable and may be granted for terms of up to 10 years. Stock options vest at various periods from zero to three years. As a result of the reverse stock split, every five options were consolidated into one option without any action from option holders, reducing the number of outstanding options from approximately 23.5 million to 4.7 million.

 

On February 17, 2021, at a Special Meeting of the Shareholders, a resolution was passed to (i) authorize amendments to the Company’s Stock Option Plan to increase the maximum number of common shares issuable upon the exercise of stock options thereunder from 3,020,000 to 4,600,000.

 

On March 25, 2022, at a Special Meeting of the Shareholders, a resolution was passed to (i) authorize amendments to the Company’s Stock Option Plan to increase the maximum number of common shares issuable upon the exercise of stock options thereunder from 4,600,000 to 6,000,000.

 

 

 

Number

outstanding

 

 

Weighted average

exercise price

 

Outstanding, September 30, 2024

 

 

4,880,288

 

 

 

2.52

 

Expired during the period

 

 

(2,000 )

 

 

3.42

 

Outstanding, December 31, 2024

 

 

4,878,288

 

 

 

2.37

 

Exercised during the period

 

 

(1,175,005 )

 

 

1.31

 

Expired during the period

 

 

(32,399 )

 

 

3.34

 

Granted

 

 

854,000

 

 

 

3.37

 

Outstanding, September 30, 2025

 

 

4,524,884

 

 

 

3.44

 

Exercised during the period

 

 

(382,335 )

 

 

4.50

 

Expired during the period

 

 

(2,665 )

 

 

3.64

 

Outstanding, December 31, 2025

 

 

4,139,884

 

 

 

3.28

 

  

As on December 31, 2025

 

 

 

 

 

 

 

Exercise price

 

Number Outstanding

 

 

Weighted average remaining life (years)

 

 

Number exercisable

 

 

Weighted average exercise price

 

$

2.48

 

 

(Cdn 3.40)

 

 

514,000

 

 

 

9.28

 

 

 

163,333

 

 

 

2.48

 

$

3.41

 

 

(Cdn 4.68)

 

 

403,666

 

 

 

8.26

 

 

 

169,006

 

 

 

3.41

 

$

3.90

 

 

(Cdn 5.35)

 

 

986,715

 

 

 

7.27

 

 

 

267,723

 

 

 

3.90

 

$

2.08

 

 

(Cdn 2.85)

 

 

219,000

 

 

 

6.47

 

 

 

219,000

 

 

 

2.08

 

$

4.19

 

 

(Cdn 5.75)

 

 

20,000

 

 

 

5.91

 

 

 

20,000

 

 

 

4.19

 

$

3.65

 

 

(Cdn 5)

 

 

1,494,667

 

 

 

5.70

 

 

 

694,667

 

 

 

3.65

 

$

2.41

 

 

(Cdn 3.30)

 

 

228,268

 

 

 

4.70

 

 

 

228,268

 

 

 

2.41

 

$

1.09

 

 

(Cdn 1.50)

 

 

99,000

 

 

 

3.58

 

 

 

99,000

 

 

 

1.09

 

$

1.02

 

 

(Cdn 1.40)

 

 

55,180

 

 

 

2.14

 

 

 

55,180

 

 

 

1.02

 

$

4.45

 

 

(Cdn 6.10)

 

 

10,667

 

 

 

1.58

 

 

 

10,667

 

 

 

4.45

 

$

7.77

 

 

(Cdn 10.65)

 

 

101,121

 

 

 

1.00

 

 

 

101,121

 

 

 

7.77

 

$

2.88

 

 

(Cdn 3.95)

 

 

7,600

 

 

 

0.11

 

 

 

7,600

 

 

 

2.88

 

 

 

 

 

 

 

 

4,139,884

 

 

 

 

 

 

 

2,035,565

 

 

 

3.28

 

 

 
15 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

As on December 31, 2024

 

 

 

 

 

 

 

 

 

 

Exercise price

 

Number Outstanding

 

 

Weighted average remaining life (years)

 

 

Number exercisable

 

 

Weighted average exercise price

 

$

3.25

 

 

(Cdn 4.68)

 

 

441,000

 

 

 

9.26

 

 

 

87,000

 

 

 

3.25

 

$

3.72

 

 

(Cdn 5.35)

 

 

1,002,000

 

 

 

8.27

 

 

 

161,338

 

 

 

3.72

 

$

1.98

 

 

(Cdn 2.85)

 

 

298,000

 

 

 

7.47

 

 

 

234,675

 

 

 

1.98

 

$

3.99

 

 

(Cdn 5.75)

 

 

20,000

 

 

 

6.91

 

 

 

20,000

 

 

 

3.99

 

$

3.47

 

 

(Cdn 5)

 

 

1,494,667

 

 

 

6.70

 

 

 

694,667

 

 

 

3.47

 

$

2.29

 

 

(Cdn 3.3)

 

 

270,268

 

 

 

5.69

 

 

 

270,268

 

 

 

2.29

 

$

1.04

 

 

(Cdn 1.5)

 

 

1,024,000

 

 

 

4.58

 

 

 

1,024,000

 

 

 

1.04

 

$

0.97

 

 

(Cdn 1.4)

 

 

116,566

 

 

 

3.14

 

 

 

116,566

 

 

 

0.97

 

$

4.24

 

 

(Cdn 6.1)

 

 

10,667

 

 

 

2.58

 

 

 

10,667

 

 

 

4.24

 

$

7.40

 

 

(Cdn 10.65)

 

 

101,121

 

 

 

2.00

 

 

 

101,121

 

 

 

7.40

 

$

2.74

 

 

(Cdn 3.95)

 

 

9,600

 

 

 

1.11

 

 

 

9,600

 

 

 

2.74

 

$

2.40

 

 

(Cdn 3.45)

 

 

42,900

 

 

 

0.75

 

 

 

42,900

 

 

 

2.40

 

$

3.16

 

 

(Cdn 4.55)

 

 

12,000

 

 

 

0.38

 

 

 

12,000

 

 

 

3.16

 

$

2.26

 

 

(Cdn 3.25)

 

 

35,499

 

 

 

0.13

 

 

 

35,499

 

 

 

2.26

 

 

 

 

 

 

 

 

4,878,288

 

 

 

 

 

 

 

2,820,301

 

 

 

2.37

 

 

For the options exercised, the share price at the time of exercise was between CDN $8.26-$10.84. Total stock-based compensation expense recognized during the three-month period ended December 31, 2025, was $195 (December 31, 2024: $415).

 

The Company amortize the estimated grant date fair value of stock options to expense over the vesting period (generally three years). The grant date fair value of outstanding stock options was determined using the Black-Scholes option pricing model which uses highly subjective and complex assumptions, including the option's expected term and the price volatility of the underlying stock based on historical stock prices, to determine the fair value of the option.

 

 
16 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

c. Warrants

 

Details of Share Warrants

 

 

 

Number Outstanding

 

 

Exercise Price

 

Outstanding, September 30, 2024

 

 

1,420,000

 

 

$ 0.63

 

Outstanding, December 31, 2024

 

 

1,420,000

 

 

$ 0.63

 

Outstanding, September 30, 2025

 

 

1,420,000

 

 

$ 0.63

 

Outstanding, December 31, 2025

 

 

1,420,000

 

 

$ 0.63

 

 

Additionally, the number of derivative warrants at December 31, 2025 were NIL (September 30, 2025 : 67,841)

 

The grant date fair value of outstanding share warrants was determined using the Black-Scholes pricing model using the following assumptions in the year of the grant:

 

Risk-free interest rate (based on U.S. government bond yields) of NIL (December 31, 2024 : 2.96%), expected volatility of the market price of our shares (based on historical volatility of our share price) of 49.71%, (December 31, 2024 : 49.71%) and the expected warrant life (in years) of NIL (December 31, 2024 : 0.85). As a result of the reverse stock split, every five warrants were consolidated into one warrant without any action from warrant holders, reducing the number of outstanding warrants from approximately 13.1 million to 2.6 million. A 10% of change in any assumption would result in the change in derivative warrant liability between NIL (December 31, 2024 : ($36)) and NIL (December 31, 2024 : $33).

 

Warrant continuity schedule is as follows:

 

 

 

Units

 

 

Fair Value

 

Closing balance (September 30, 2024)

 

 

912,841

 

 

 

155

 

Warrants exercised as on August 11, 2025

 

 

(845,000 )

 

 

(926 )

Fair value adjustment

 

 

-

 

 

 

915

 

Closing balance (September 30, 2025)

 

 

67,841

 

 

 

144

 

Warrants exercised on November 30, 2025

 

 

(67,841 )

 

 

(109 )

Fair value adjustment

 

 

-

 

 

 

(35 )

Closing balance (December 31, 2025)

 

 

-

 

 

 

-

 

 

13. Related Party Transactions

 

Management compensation

 

Key management compensation comprises the following:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Salaries, bonus and other benefits

 

 

724

 

 

 

236

 

Share based compensation

 

 

-

 

 

 

267

 

 

 

 

724

 

 

 

503

 

 

 
17 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

Research Lab – Facility Usage Agreement

 

In May 2021, Electrovaya entered a month-to-month Facility Usage Agreement for the use of space and allocated staff of a third-party research firm providing access to laboratory facilities, primarily for research. The laboratory and pilot plant facilities have certain equipment and permits for research and developments with chemicals. The term of the agreement was for six months and could be terminated by either party upon 90 days notice.

 

In July 2021, the facility was acquired by an investor group controlled by the family of Dr. Sankar Das Gupta, which includes its CEO, Dr. Rajshekar Das Gupta. The Facility Usage Agreement was not changed on the change of ownership and remains in effect between the Company and the owner, such that the monthly payment of Cdn $25,265 is now made to a related party of Electrovaya.

 

On June 7, 2023, the Facility Usage Agreement was retroactively extended from January 1, 2023, for an additional three years. The lease has been recognized as a lease liability and corresponding right of use asset.

 

Special Options Grants

 

In September 2021, on the recommendation of the Compensation Committee of the Company, a committee composed entirely of independent directors, the Board of Directors of the Company determined that it is advisable and in the best interests of the Company to amend the terms of the compensation of certain key personnel to incentivize future performance, to encourage retention of their services, and to align their interests with those of the Company’s shareholders.

 

Dr. Sankar Das Gupta was granted 700,000 options which vest in two tranches of 200,000 options and one tranche of 300,000 options, based on reaching specific target market capitalizations. The fair value of these options on the day of grant is calculated using the Monte Carlo method of option valuation and expensed over the mean vesting period in accordance with IFRS 2. The expense of NIL is recorded within stock-based compensation in the unaudited condensed interim consolidated statement of income (loss) for the three months period ended December 31, 2025 (Three months period ended December 31, 2024: $109)

 

In April 2023, following the suggestion of the Company's Compensation Committee, consisting entirely of independent directors, the Company's Board of Directors awarded Dr. Rajshekar Das Gupta a total of 600,000 options. These options will vest in two phases: 300,000 options and 300,000 options, contingent upon achieving certain target market capitalizations. The expense of NIL is recorded within stock-based compensation in the unaudited condensed interim consolidated statement of income (loss) for the three months period ended December 31, 2025 (Three months period ended December 31, 2024: $78).

 

 
18 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

14. Change in Non-Cash Operating Working Capital

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Trade and other receivables

 

 

2,510

 

 

 

164

 

Inventories

 

 

(1,121 )

 

 

1,035

 

Prepaid expenses and other

 

 

(2,070 )

 

 

(585 )

Trade and other payables

 

 

463

 

 

 

(1,895 )

 

 

 

(218 )

 

 

(1,281 )

 

15. Financial Instruments

 

Derivative Liabilities

 

Warrants as derivative liability is fair valued using Black Scholes Model ("BSM"). Using this approach, the fair value of the warrants on November 09, 2022, was determined to be $3,265. Key valuation inputs and assumptions used in the BSM are stock price of CAD $4.55, expected life of 3 years, annualized volatility of 85.58%, annual risk-free rate of 3.87%, and annual dividend yield of 0.0%.

 

All the warrants were exercised before the expiry date in November 2025.

 

For the financial year ending September 30, 2025, key valuation inputs and assumptions used in the BSM when valuing the warrants as at September 30, 2025, were, stock price Cdn $8.20 (September 30, 2024 : Cdn $3.16), expected life of 0.11 years (September 30, 2024 : 1.1 years), annualized volatility of 87.03% (September 30, 2024 : 52.72%), annual risk-free rate of 2.49 % (September 30, 2024 : 2.94%), and dividend yield of 0.0 % (September 30, 2024 : 0.0%).

 

Risk Management

 

The Company may be exposed to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives. The main objectives of the Company’s risk management processes are to ensure that the risks are properly identified and that the capital base is adequate in relation to those risks. The principal risks to which the Company is exposed are described below. There have been no changes in risk exposure since the prior year unless otherwise noted.

 

Capital risk

 

The Company manages its capital to ensure that there are adequate capital resources for the Company to maintain and develop its products. The capital structure of the Company consists of shareholders’ equity and depends on the underlying profitability of the Company’s operations.

 

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the development, manufacture and marketing of its products. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the business.

 

 
19 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

The Company's capital management objectives are:

 

-       to ensure the Company's ability to continue as a going concern.

 

-       to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

 

The Company monitors capital based on the carrying amount of equity plus its short-term debt comprised of the promissory notes, less cash and cash equivalents as presented in the unaudited condensed interim consolidated statements of financial position.

 

The Company sets the amount of capital in proportion to its overall financing structure, comprised of equity and long-term debt. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company issues new shares or increases its long-term debt.

 

Credit risk and Concentration risk

 

Credit risk is the risk that the counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk due to its cash and cash equivalents, trade and other receivables.

 

The Company manages its credit risk related to trade and other receivables by establishing procedures to establish credit limits and approval policies. The balance in trade and other receivables is primarily attributable to trade accounts receivables. In the opinion of management, the credit risk is moderate and minimum credit losses are expected. Management is taking appropriate action to mitigate this risk by adjusting credit terms.

 

The Company is exposed to credit risk in the event of default by its customers. Accounts receivable is recorded at the invoiced amount, do not bear interest, and do not require collateral. For the period ended December 31, 2025, two customer accounted for $15,315 million or 98% of revenue (December 31, 2024: $10,425 million or 93%). As of December 31, 2025, two customers accounted for 95% of accounts receivable (September 30, 2025: 88%). Refer note 4 for expected credit loss provision.

 

Liquidity risk

 

Liquidity risk is the risk that the Company may not have cash available to satisfy its financial obligations as they come due. The majority of the Company's financial liabilities recorded in accounts payable, accrued and other current liabilities and provisions are due within 90 days. The Company manages liquidity risk by maintaining a portfolio of liquid funds and having access to a revolving credit facility. The Company believes that cash flow from operating activities, together with cash on hand, cash from its trade and other receivables, and borrowings available under the revolving facility are sufficient to fund its currently anticipated financial obligations and will remain available in the current environment.

 

 
20 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at December 31, 2025:

 

 

 

2026

 

 

2027

 

 

2028

 

 

2029

 

 

2030 and beyond

 

 

Total

 

Trade and other payables

 

 

10,018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,018

 

Lease liability

 

 

543

 

 

 

736

 

 

 

752

 

 

 

769

 

 

 

193

 

 

 

2,993

 

Long term loan

 

 

-

 

 

 

2,705

 

 

 

14,468

 

 

 

3,607

 

 

 

8,115

 

 

 

28,895

 

Other payable

 

 

169

 

 

 

226

 

 

 

285

 

 

 

258

 

 

 

646

 

 

 

1,584

 

 

 

 

10,730

 

 

 

3,667

 

 

 

15,505

 

 

 

4,634

 

 

 

8,954

 

 

 

43,490

 

 

The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at September 30, 2025:

 

 

 

2026

 

 

2027

 

 

2028

 

 

2029

 

 

2030 and beyond

 

 

Total

 

Trade and other payables

 

 

9,555

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,555

 

Lease liability

 

 

761

 

 

 

719

 

 

 

735

 

 

 

752

 

 

 

189

 

 

 

3,156

 

Long term loan

 

 

-

 

 

 

969

 

 

 

18,641

 

 

 

969

 

 

 

1,938

 

 

 

22,517

 

Other payable

 

 

196

 

 

 

239

 

 

 

239

 

 

 

225

 

 

 

491

 

 

 

1,390

 

 

 

 

10,512

 

 

 

1,927

 

 

 

19,615

 

 

 

1,946

 

 

 

2,618

 

 

 

36,618

 

 

Market risk

 

Market risk incorporates a range of risks. Movement in risk factors, such as market price risk and currency risk, affect the fair value of financial assets and liabilities. The Company is exposed to these risks as the ability of the Company to develop or market its products and the future profitability of the Company is related to the market price of its primary competitors for similar products.

 

Interest rate risk

 

The Company has variable interest debt. Changes in interest rates will affect future interest expense and cash flows. The Company does not enter into derivative instruments to reduce this exposure.

 

Foreign currency risk

 

The Company is exposed to foreign currency risk. The Company’s functional currency is the United States dollar (Electrovaya Inc.'s functional currency is CAD) and the financial statements are presented in United States dollars. Changes in the relative values of these currencies will give rise to changes in other comprehensive income.

 

Purchases are transacted in Canadian dollars, United States dollars and Euro. Management believes the foreign exchange risk derived from any currency conversions may have a material effect on the results of its operations. The financial instruments impacted by a change in exchange rates include our exposures to the above financial assets or liabilities denominated in nonfunctional currencies. Cash held by the Company in US dollars at December 31, 2025 was $16,868 (September 30, 2025 $1,590).

 

 
21 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

If the US dollar to Canadian foreign exchange rate changed by 2% this would change the recorded net gain(loss) by $552 (December 31, 2024 $320).

 

16. Contingencies

 

 

a.

Refundable Ontario Investment Tax Credits

 

 

On July 22, 2022, the Company received a Notice of Confirmation from the CRA relating to the 2014 and 2015 SRED reassessment for $299 (Cdn$386) and $302 (Cdn$389) including interest respectively. The balance owing has been fully provided for in other payables, and the Company is pursuing the next appropriate step in the appeal process and believes the amounts may be reversed or substantially reduced. The outcome cannot be determined.

 

 

 

 

b.

Ministry of Energy

 

 

On May 28, 2018, the Province of Ontario issued a claim against Electrovaya Corp. claiming $655 (Cdn $830) related to a dispute regarding funding and fulfilment of the Intelligent Energy Storage System under the Smart Grid Fund program. A Statement of Defense disputing the claim in its entirety was filed on March 21, 2019. No further steps have been taken by the province to pursue the claim.

 

 

 

 

c.

Other Contingencies

 

 

In the normal course of business, the Company is party to business related claims. The potential outcomes related to existing matters faced by the Company are not determinable at this time. The Company intends to defend these actions, and management believes that the resolution of these matters will not have a material adverse effect on the Company’s financial condition.

 

17. Segment and Customer Reporting

 

The Company develops, manufactures and markets power technology products. There is only a single segment applicable to the Company.

 

Given the size and nature of the products produced, the Company’s sales are segregated based on large format batteries, with the remaining smaller product line categorized as “Other”.

 

 
22 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

There has been no change in either the determination of the Group's segments, or how segment performance is measured, from that described in the Company’s condensed interim consolidated financial statements as at and for the year ended December 31, 2025.

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Large format batteries

 

 

15,554

 

 

 

10,856

 

Other

 

 

-

 

 

 

313

 

 

 

 

15,554

 

 

 

11,169

 

 

Revenues can also be analyzed as follows based on the nature of the underlying deliverables:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Revenue with customers

 

 

 

 

 

 

Sale of batteries and battery systems

 

 

15,535

 

 

 

10,856

 

Sale of services

 

 

19

 

 

 

212

 

Others

 

 

-

 

 

 

101

 

 

 

 

15,554

 

 

 

11,169

 

Revenues attributed to geographical regions based on the location of the customer were as follows:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Canada

 

 

177

 

 

 

206

 

United States

 

 

15,337

 

 

 

10,961

 

Others

 

 

40

 

 

 

2

 

 

 

 

15,554

 

 

 

11,169

 

 

18. Other payables

 

Technology Partnerships Canada (“TPC”) projects are long-term (up to 30 years) commencing with an R&D phase, followed by a benefits phase – the period in which a product, or a technology, could generate revenue for the Company. In such cases, repayments would flow back to the program according to the terms and conditions of the Company’s contribution agreement.

 

In June 2018, the contribution agreement was amended and is included at its net present value in other payables. Further, in September 2024, the agreement was further amended with amended terms and conditions for the repayment of the debt with new payment schedule. Consequently, the old debt was de-recognized and the new debt was recognized with first payment starting in July 2025 and final payment to be discharged in July 2031.

 

The following table represents changes in the provision for repayments to Industry Canada:

 

 

 

December 31, 2025

 

 

September 30, 2025

 

Opening balance

 

 

332

 

 

 

379

 

Interest accretion

 

 

26

 

 

 

114

 

Foreign exchange gain / loss

 

 

6

 

 

 

(12 )

Debt extinguishment

 

 

-

 

 

 

(149 )

Ending balance

 

 

364

 

 

 

332

 

Less: current portion of the provision (included in Trade and other payables)

 

 

(26 )

 

 

(23 )

Ending balance of long-term portion

 

 

338

 

 

 

309

 

 

 
23 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three-month periods ended December 31, 2025 and 2024

 

Following is the payment schedule for TPC:

 

Year

 

Amount

 

2026

 

 

130

 

2027

 

 

130

 

2028

 

 

130

 

2029

 

 

130

 

2030

 

 

130

 

2031

 

 

130

 

 

19. Income tax

 

The Company’s effective income tax rate was -11% for the three months ended December 31, 2025 (December 31, 2024 –0%). The effective tax rate is different than the statutory rate primarily due to the recognition of previously unrecognized deferred tax assets on non-capital losses in Canada.

 

The income tax recovery differs from the amount computed by applying the Canadian statutory income tax rate of 26.50% (2024 – 26.50%) to the loss before income taxes as a result of the following:

 

 

 

For the period ended

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Income (loss) before income taxes

 

 

939

 

 

 

(420 )

Expected recovery of income taxes based on statutory rates

 

 

249

 

 

 

(111 )

Reduction in income tax recovery resulting from:

 

 

 

 

 

 

 

 

Foreign tax rate differential

 

 

(34 )

 

 

(24 )

Other permanent differences

 

 

27

 

 

 

110

 

Share issue costs allocated to equity

 

 

-

 

 

 

-

 

Expiry of losses

 

 

50

 

 

 

372

 

Deferred tax benefit not recognized

 

 

(391 )

 

 

(347 )

Income tax expense (recovery)

 

 

(99 )

 

 

-

 

 

20. Subsequent event

 

After period end, Dr. Sankar Das Gupta, Chairman and a director of the Company, exercised 1,420,000 warrants at an exercise price of $0.90 per share. As a result, the Company issued 1,420,000 common shares and increased its issued and outstanding share capital accordingly.

 

 
24 | Page