Core Insights - GreenPower Motor Company Inc. and the New Mexico Economic Development Department have launched a two-year pilot project for all-electric, zero-emission school buses in New Mexico [1][2][3] Project Overview - The pilot project will deploy three GreenPower Type A Nano BEAST school buses in the first year and additional buses in the second year, rotating through various schools for six-week rounds [6] - The state has allocated $5 million for the initial phase and plans to support an additional $15 million after successful pilot phases [5][6] Objectives and Goals - The project aims to assess the viability and reliability of all-electric school buses, focusing on performance, charging infrastructure, and community acceptance [3][7] - It aligns with New Mexico's Energy Transition Act, which targets a 100% zero-carbon electricity supply by 2045 [4] Technical Specifications - The Nano BEAST features a 118 kWh battery pack with a range of up to 140 miles and can accommodate up to 24 passengers [9] - Charging capabilities include Level 2 rates up to 19.2 kW and DC Fast Charging rates up to 60 kW [9] Community Engagement - Participation from local school districts is voluntary, with superintendents expressing enthusiasm for the potential benefits of transitioning to electric buses [8][9]

Company Updates - GreenPower Motor Company Inc. has had its shares reinstated for trading on the TSX Venture Exchange after the completion of a review of its annual filings [1] - The British Columbia Securities Commission and the Ontario Securities Commission revoked a cease trade order related to GreenPower's securities on July 31, 2025, which was due to the company's failure to file audited financial statements by the deadline [1] - The cease trade order did not affect trading on the Nasdaq Stock Exchange [1] Financial Information - GreenPower has entered into a revolving loan facility with a credit limit of up to $5 million, with a current outstanding balance of approximately $3.6 million [2] - The loan bears interest at a floating rate of US Prime +5% per annum and has a maturity date of January 26, 2027 [2] - During the year ended March 31, 2025, the company received loans totaling CAD $475,000 from FWP Holdings LLC, USD $250,000 from Koko Financial Services Inc., and CAD $675,000 from 0851433 BC Ltd., with accumulated unpaid interest of approximately CAD $146,000 [3] Related Party Transactions - Loans from FWP Holdings with a principal balance of CAD $3,670,000 matured on March 31, 2023, but the principal remains outstanding, generating accrued and unpaid interest of approximately CAD $440,000 [3] - The company received unsecured, non-interest-bearing advances of $150,000 from Koko and CAD $50,000 from FWP Acquisition Corp., which were repaid during the quarter ended June 30, 2025 [3] - A short-term loan of $125,000 was received from Countryman, a company beneficially owned by a director, which was subsequently repaid [3] Company Overview - GreenPower designs, builds, and distributes a full suite of all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, and cargo vans [4] - The company employs a clean-sheet design to manufacture vehicles that are purpose-built to be battery-powered with zero emissions [4] - GreenPower was founded in Vancouver, Canada, and has primary operational facilities in southern California [4]

Core Points - GreenPower Motor Company Inc. has received a determination letter from Nasdaq stating it has not regained compliance with listing rules and faces potential delisting [1][2] - The company was notified on February 27, 2025, that its common shares had closed below US$1 for 30 consecutive business days, leading to a compliance deadline of August 26, 2025 [2] - The company is not eligible for a second compliance period due to not meeting the US$5,000,000 minimum stockholders' equity requirement [2] - On August 15, 2025, the company was informed of non-compliance with the Equity Rule and must submit a compliance plan by September 29, 2025 [3] - The company intends to appeal the determination, which will temporarily stay the suspension of its shares pending a decision [4] - If delisted, the company expects its shares to trade on OTC Markets and TSX Venture Exchange [5] Company Overview - GreenPower designs, builds, and distributes all-electric medium and heavy-duty vehicles, including transit buses and cargo vans [6] - The company employs a clean-sheet design for its vehicles, focusing on zero emissions and ease of maintenance [6] - Founded in Vancouver, Canada, GreenPower has primary operational facilities in southern California [6]

Company Overview - GreenPower Motor Company Inc. designs, builds, and distributes a range of all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, and cargo vans [2] - The company employs a clean-sheet design approach to manufacture vehicles that are purpose-built for battery power with zero emissions, integrating global suppliers for key components [2] - GreenPower was founded in Vancouver, Canada, and has primary operational facilities in southern California [2] Recent Developments - The company has delayed the implementation of its share consolidation from August 28, 2025, to September 8, 2025, which involves a consolidation ratio of one new common share for every ten old common shares [1] - The implementation of the share consolidation is subject to receiving all required approvals from the Nasdaq Stock Exchange [1]

Core Points - GreenPower Motor Company Inc. has announced the consolidation of its issued and outstanding common shares at a ratio of one new share for every ten currently outstanding shares, effective August 28, 2025 [1][2] - Following the consolidation, the total number of shares will decrease from 30,462,084 to approximately 3,046,229 shares, subject to rounding adjustments [2] - There will be no maximum number of authorized shares, and fractional shares will not be issued; instead, shareholders will be rounded up to the nearest whole number [2] Shareholder Instructions - Computershare Investor Services Inc. will send letters of transmittal to shareholders with instructions for exchanging pre-consolidation share certificates for post-consolidation certificates [4] - Shareholders are advised to send their share certificates along with the letter of transmittal to Computershare as per the provided instructions [4] Company Overview - GreenPower designs, builds, and distributes a range of all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, and cargo vans [5] - The company employs a clean-sheet design approach to manufacture vehicles that are battery-powered with zero emissions, integrating global suppliers for key components [5] - Founded in Vancouver, Canada, GreenPower has primary operational facilities in southern California and has been listed on the Toronto exchange since November 2015, completing its U.S. IPO and NASDAQ listing in August 2020 [5]

Core Points - GreenPower Motor Company Inc. plans to consolidate its common shares at a ratio of one new share for every ten currently outstanding shares [1][2] - The consolidation aims to comply with Nasdaq's minimum bid price requirement of $1 per share [2][6] - The number of outstanding shares will decrease from approximately 30,462,084 to about 3,046,208 post-consolidation [2] Company Compliance and Financial Status - The company received a notice from Nasdaq indicating non-compliance with the minimum stockholders' equity requirement of $2,500,000 [6][7] - GreenPower has until September 29, 2025, to submit a plan to regain compliance, with a potential extension until February 11, 2026, if accepted [7] - There is no immediate effect on the listing of the company's shares on the Nasdaq Capital Market [7] Shareholder Impact - No fractional shares will be issued; shareholders entitled to fractions will be rounded up to the nearest whole number [4] - The exercise price and number of shares for outstanding options, warrants, and convertible debentures will be proportionally adjusted following the consolidation [5] Company Overview - GreenPower designs and manufactures all-electric medium and heavy-duty vehicles, including transit buses and cargo vans [8] - The company was founded in Vancouver, Canada, and has operational facilities in southern California [8] - GreenPower has been listed on the Toronto exchange since November 2015 and completed its U.S. IPO and NASDAQ listing in August 2020 [8]

[Unaudited Consolidated Condensed Interim Statements of Financial Position](index=3&type=section&id=Unaudited%20Consolidated%20Condensed%20Interim%20Statements%20of%20Financial%20Position) As of June 30, 2025, GreenPower Motor Company Inc.'s financial position shows a decrease in total assets and cash balance, an increase in total liabilities and accumulated deficit, leading to an expanded shareholder's equity deficit Financial Position Overview (As of June 30, 2025 and March 31, 2025) | Metric | June 30, 2025 | March 31, 2025 | | :-------------------------------- | :------------- | :------------- | | **Assets** | | | | Cash | $248,184 | $344,244 | | Total Current Assets | $26,522,896 | $27,775,068 | | Total Assets | $33,334,460 | $35,071,725 | | **Liabilities** | | | | Total Current Liabilities | $20,567,637 | $19,668,259 | | Total Liabilities | $38,511,694 | $36,677,691 | | **Equity / (Deficit)** | | | | Accumulated Deficit | $(101,551,496) | $(97,423,507) | | Total Equity / (Deficit) | $(5,177,234) | $(1,605,966) | [Unaudited Consolidated Condensed Interim Statements of Operations and Comprehensive Loss](index=4&type=section&id=Unaudited%20Consolidated%20Condensed%20Interim%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) For the three months ended June 30, 2025, GreenPower's revenue significantly decreased year-over-year, but reduced selling, general, and administrative costs led to a period loss reduction from $5.39 million to $4.16 million Operations and Comprehensive Loss Overview (For the Three Months Ended June 30, 2025) | Metric | June 30, 2025 | June 30, 2024 | Change (YoY) | | :----------------------------------- | :------------- | :------------- | :------------- | | Revenue | $1,549,467 | $2,997,058 | -48.3% | | Cost of Sales | $1,187,785 | $2,775,194 | -57.2% | | Gross Profit | $361,682 | $221,864 | +63.0% | | Total Selling, General and Administrative Costs | $3,946,659 | $5,126,932 | -23.0% | | Loss for the Period | $(4,163,851) | $(5,388,648) | -22.7% | | Loss per Common Share, Basic and Diluted | $(0.14) | $(0.21) | -33.3% | [Unaudited Consolidated Condensed Interim Statements of Changes in Equity / (Deficit)](index=5&type=section&id=Unaudited%20Consolidated%20Condensed%20Interim%20Statements%20of%20Changes%20in%20Equity%20%2F%20(Deficit)) As of June 30, 2025, the company's equity/deficit expanded from a $1.61 million deficit on March 31, 2025, to a $5.18 million deficit, primarily due to a $4.16 million net loss for the period, partially offset by proceeds from issued shares and warrants Equity / (Deficit) Changes Overview (For the Three Months Ended June 30, 2025) | Metric | Balance as of March 31, 2025 | Change | Balance as of June 30, 2025 | | :------------------- | :----------------- | :----- | :----------------- | | Share Capital | $80,538,262 | $163,770 | $80,702,032 | | Reserves | $15,239,622 | $348,282 | $15,587,904 | | Accumulated Other Comprehensive Loss | $39,657 | $44,669 | $84,326 | | Accumulated Deficit | $(97,423,507) | $(4,127,989) | $(101,551,496) | | **Total Equity / (Deficit)** | **$(1,605,966)** | **$(3,571,268)** | **$(5,177,234)** | | **Key Changes:** | | | | | Shares Issued | | $197,964 | | | Warrants Issued | | $200,000 | | | Net Loss for the Period | | $(4,163,851) | | [Unaudited Consolidated Condensed Interim Statements of Cash Flows](index=7&type=section&id=Unaudited%20Consolidated%20Condensed%20Interim%20Statements%20of%20Cash%20Flows) For the three months ended June 30, 2025, the company's net cash decrease was $96,060, a significant improvement from the $622,610 net cash decrease in the prior year, primarily due to reduced cash outflows from operating activities Cash Flow Overview (For the Three Months Ended June 30, 2025) | Cash Flow Category | June 30, 2025 | June 30, 2024 | Change (YoY) | | :------------------------- | :------------- | :------------- | :------------- | | Cash Outflow from Operating Activities | $(1,406,642) | $(3,211,888) | -56.2% | | Cash Outflow from Investing Activities | $0 | $(45,892) | -100.0% | | Cash Inflow from Financing Activities | $1,278,051 | $2,637,448 | -51.5% | | Net Cash (Decrease) Increase | $(96,060) | $(622,610) | -84.5% | | Cash Balance at End of Period | $248,184 | $528,281 | -53.0% | [Notes to the Unaudited Consolidated Condensed Interim Financial Statements](index=8&type=section&id=Notes%20to%20the%20Unaudited%20Consolidated%20Condensed%20Interim%20Financial%20Statements) This section provides detailed notes to GreenPower Motor Company Inc.'s consolidated condensed interim financial statements as of June 30, 2025, covering the company's nature of operations, accounting policies, asset and liability composition and changes, financial instrument risks, related party transactions, segment information, contingent liabilities, and subsequent events [Note 1. Nature and Continuance of Operations and Going Concern](index=8&type=section&id=Note%201.%20Nature%20and%20Continuance%20of%20Operations%20and%20Going%20Concern) This note details GreenPower's business as an electric vehicle manufacturer and highlights significant uncertainties regarding its ability to continue as a going concern - GreenPower Motor Company Inc. designs, manufactures, and distributes all-electric, zero-emission medium and heavy-duty vehicles for cargo, delivery, shuttle, public transit, and school bus sectors[7](index=7&type=chunk) - As of June 30, 2025, the company reported a cash balance of **$248,184**, working capital of **$5,955,259**, an accumulated deficit of **($101,551,496)**, and a shareholder's equity deficit of **($5,177,234)**[9](index=9&type=chunk) - The company's ability to continue as a going concern depends on its capacity to raise capital and generate cash flow, presenting significant uncertainties and substantial doubt about its going concern status[9](index=9&type=chunk) [Note 2. Material Accounting Policies](index=8&type=section&id=Note%202.%20Material%20Accounting%20Policies) This note outlines the significant accounting policies adopted by GreenPower, including the basis of financial statement preparation and specific treatments for financial instruments - The consolidated condensed interim financial statements are prepared in accordance with IAS 34, "Interim Financial Reporting," issued by the IASB, and follow the same accounting policies and methods of computation as the annual audited financial statements as of March 31, 2025[8](index=8&type=chunk)[11](index=11&type=chunk) - For loans with attached bonus warrants or shares, the loan component is initially recognized as a financial liability at fair value, with the remaining consideration allocated to the residual equity components (warrant reserve or share capital/share-based payment reserve)[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk) - Management exercises significant judgment in determining the fair value of the host debt, selecting warrant valuation models and key assumptions, and classifying warrants and bonus shares as equity[18](index=18&type=chunk) [Note 3. Cash](index=10&type=section&id=Note%203.%20Cash) This note provides a summary of the company's cash balances at the end of the reporting periods, indicating no cash equivalents Cash Balances | Date | Cash Balance | | :----------- | :--------- | | June 30, 2025 | $248,184 | | March 31, 2025 | $344,244 | - As of June 30, 2025, and March 31, 2025, the company had no cash equivalents[19](index=19&type=chunk) [Note 4. Accounts Receivable](index=10&type=section&id=Note%204.%20Accounts%20Receivable) This note details the composition of accounts receivable, including allowances for doubtful accounts and overdue balances Accounts Receivable and Allowances | Metric | June 30, 2025 | March 31, 2025 | | :--------------------- | :------------- | :------------- | | Allowance for Accounts Receivable | $570,619 | $563,152 | | Accounts Receivable Overdue by More Than 120 Days | $580,495 | $575,592 | | Provision for Overdue Accounts | $560,694 | $559,312 | [Note 5. Finance Lease Receivables](index=10&type=section&id=Note%205.%20Finance%20Lease%20Receivables) This note provides details on the company's finance lease receivables, distinguishing between current and long-term portions - As of June 30, 2025, the company had **3 vehicles** classified as finance leases and **2 vehicles** classified as operating leases[21](index=21&type=chunk) Finance Lease Receivables Details (As of June 30, 2025) | Item | Amount | | :----------------------- | :--------- | | Total Finance Lease Receivables | $126,947 | | Current Portion of Finance Lease Receivables | $62,862 | | Long-Term Portion of Finance Lease Receivables | $64,085 | [Note 6. Inventory](index=11&type=section&id=Note%206.%20Inventory) This note outlines the composition of inventory, including parts, work-in-progress, and finished goods, and the amount recognized as cost of sales Inventory Composition (As of June 30, 2025 and March 31, 2025) | Inventory Category | June 30, 2025 | March 31, 2025 | | :--------- | :------------- | :------------- | | Parts | $4,196,664 | $4,208,596 | | Work-in-Process | $10,895,823 | $11,282,556 | | Finished Goods | $9,888,317 | $10,110,736 | | **Total** | **$24,980,804** | **$25,601,888** | - For the three months ended June 30, 2025, **$1,180,135** of inventory was recognized as cost of sales, compared to **$2,556,085** for the same period in 2024[23](index=23&type=chunk) [Note 7. Right of Use Assets and Lease Liabilities](index=12&type=section&id=Note%207.%20Right%20of%20Use%20Assets%20and%20Lease%20Liabilities) This note details the company's right-of-use assets and lease liabilities, including related expenses and potential risks from lease disputes Right of Use Assets and Lease Liabilities Overview | Metric | June 30, 2025 | March 31, 2025 | | :------------------- | :------------- | :------------- | | Carrying Value of Right of Use Assets | $5,194,459 | $5,479,555 | | Total Lease Liabilities | $6,082,495 | N/A | | Current Portion of Lease Liabilities | $752,115 | $633,035 | | Long-Term Portion of Lease Liabilities | $5,330,380 | $5,535,051 | - The company received a default notice from its landlord due to a dispute over rent credit interpretation for its West Virginia leased facility, potentially facing risks of paying arrears, prepaying rent, or terminating the lease and vacating the premises[26](index=26&type=chunk) Lease-Related Expenses (For the Three Months Ended June 30, 2025) | Expense Category | 2025 | 2024 | | :------------- | :------- | :------- | | Interest Expense on Lease Liabilities | $149,769 | $86,483 | | Depreciation Expense on Right of Use Assets | $208,375 | $192,324 | | Total Lease Payments | $254,690 | $261,355 | [Note 8. Property and Equipment](index=13&type=section&id=Note%208.%20Property%20and%20Equipment) This note details the changes in property and equipment, reflecting depreciation and foreign exchange translation adjustments Property and Equipment Changes (For the Three Months Ended June 30, 2025) | Item | Amount | | :----------------------- | :------------- | | Property and Equipment as of March 31, 2025 | $1,310,581 | | Less: Depreciation | $(162,724) | | Add: Foreign Exchange Translation | $5,162 | | **Property and Equipment as of June 30, 2025** | **$1,153,019** | [Note 9. Restricted deposit](index=13&type=section&id=Note%209.%20Restricted%20deposit) This note describes the company's restricted deposits, primarily pledged as collateral for an irrevocable standby letter of credit - The company has pledged **$400,000** in term deposits as collateral for an irrevocable standby letter of credit, supporting the company's import of goods into the United States[33](index=33&type=chunk) - On April 24, 2025, the standby letter of credit was amended, increasing by **$50,000** to **$450,000**, with the lender reserving **$50,000** from the company's line of credit as collateral for the revised letter of credit[33](index=33&type=chunk) [Note 10. Line of credit](index=14&type=section&id=Note%2010.%20Line%20of%20credit) This note details the company's line of credit, including its limit, interest rate, collateral, and compliance with financial covenants - The company has a line of credit up to **$6,000,000**, with an interest rate of the bank's U.S. prime rate (8.0% as of June 30, 2025) plus a 2.25% spread[34](index=34&type=chunk) - The line of credit is secured by a general floating charge over the company's assets and those of a subsidiary, and personally guaranteed by two directors for a total of **$5,020,000**[35](index=35&type=chunk) - The company is required to maintain a current ratio financial covenant greater than **1.2:1**, which it met as of June 30, 2025, and March 31, 2025[35](index=35&type=chunk) Line of Credit Balances | Date | Drawn Balance | | :----------- | :----------- | | June 30, 2025 | $5,948,580 | | March 31, 2025 | $5,983,572 | [Note 11. Term loan facility](index=14&type=section&id=Note%2011.%20Term%20loan%20facility) This note describes the company's term loan facility, including its purpose, interest rate, security, and compliance status with financial covenants - In February 2024, the company entered into a **$5,000,000** revolving loan agreement with Export Development Canada (EDC) to finance working capital investments for electric vehicle deliveries[37](index=37&type=chunk) - The loan bears a floating interest rate of the U.S. prime rate plus **5%**, secured by guarantees and security interests from the company and certain subsidiaries[37](index=37&type=chunk) - The company complies with the current ratio covenant of greater than **1.2:1**, but anticipates non-compliance with the debt service coverage ratio covenant (**1.25:1**) by the end of fiscal 2026 due to not generating positive EBITDA over the past four quarters[38](index=38&type=chunk) Term Loan Facility Balances | Date | Loan Balance | | :----------- | :----------- | | June 30, 2025 | $3,591,507 | | March 31, 2025 | $3,591,354 | [Note 12. Share capital](index=15&type=section&id=Note%2012.%20Share%20capital) This note outlines the company's authorized share capital and details the issuance of common shares during the period - The company is authorized to issue an unlimited number of common shares and preferred shares without par value[39](index=39&type=chunk) - For the three months ended June 30, 2025, the company issued **216,007** common shares through its 2025 ATM for gross proceeds of **$97,964**, and **234,447** common shares as bonus shares for a **$1.5 million** loan, totaling **450,454** common shares issued[39](index=39&type=chunk)[40](index=40&type=chunk) [Note 13. Stock Options](index=15&type=section&id=Note%2013.%20Stock%20Options) This note provides an overview of the company's stock option plans, including outstanding and exercisable options, and related share-based payment expenses - The company operates the 2023 Equity Incentive Plan and 2022 Equity Incentive Plan, granting stock options to directors, officers, employees, and consultants[40](index=40&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) Stock Option Overview (As of June 30, 2025) | Metric | March 31, 2025 | June 30, 2025 | | :------------------- | :------------- | :------------- | | Total Options Outstanding | 2,582,628 | 2,506,928 | | Total Options Exercisable | 1,681,378 | 1,803,178 | | Weighted Average Exercise Price | CDN$7.95 | CDN$7.92 | | Weighted Average Remaining Life | 3.2 years | 3.0 years | - For the three months ended June 30, 2025, **75,700** stock options were forfeited with a weighted average exercise price of **CDN$2.86**[46](index=46&type=chunk) Share-Based Payment Expense | Period | Share-Based Payment Expense | | :------------------- | :------------- | | Three months ended June 30, 2025 | $184,144 | | Three months ended June 30, 2024 | $408,005 | [Note 14. Warrants](index=18&type=section&id=Note%2014.%20Warrants) This note provides an overview of the company's warrants, including the total outstanding and newly issued warrants during the period Warrants Overview (As of June 30, 2025) | Metric | March 31, 2025 | June 30, 2025 | | :----------- | :------------- | :------------- | | Total Warrants Outstanding | 1,725,000 | 3,984,203 | | Warrants Issued During the Period | - | 2,259,203 | - As of June 30, 2025, the company issued a total of **2,259,203** new warrants, primarily related to several related party loans in May and June 2025, with exercise prices ranging from **$0.38 to $0.46**[48](index=48&type=chunk) [Note 15. Deferred Revenue](index=18&type=section&id=Note%2015.%20Deferred%20Revenue) This note details the changes in deferred revenue, primarily from customer deposits for undelivered vehicles and parts, distinguishing between current and long-term portions Deferred Revenue Changes (As of June 30, 2025) | Item | June 30, 2025 | March 31, 2025 | | :----------------------- | :------------- | :------------- | | Deferred Revenue, Beginning of Period | $10,138,356 | $9,942,385 | | Deferred Revenue Added During Period | $374,312 | $1,077,193 | | Deposits Returned | $(3,000) | $(22,534) | | Deferred Revenue Recognized During Period | $(31,430) | $(858,688) | | **Deferred Revenue, End of Period** | **$10,478,238** | **$10,138,356** | | Current Portion | $3,619,418 | $3,279,536 | | Long-Term Portion | $6,858,820 | $6,858,820 | - Deferred revenue primarily consists of customer deposits for the purchase of undelivered all-electric vehicles and parts[49](index=49&type=chunk) [Note 16. Financial Instruments](index=19&type=section&id=Note%2016.%20Financial%20Instruments) This note identifies the company's financial instruments and discusses the associated credit, liquidity, and market risks, including interest rate and foreign exchange exposures - The company's financial instruments include cash, accounts receivable, finance lease receivables, restricted deposits, line of credit, loans payable to related parties, term loans, accounts payable and accrued liabilities, other liabilities, and lease liabilities[51](index=51&type=chunk) - The company faces credit risk (primarily from cash, accounts receivable, finance lease receivables, and restricted deposits), liquidity risk (significant uncertainty regarding going concern, reliance on additional financing), and market risk (interest rate and foreign exchange risks)[53](index=53&type=chunk)[55](index=55&type=chunk)[57](index=57&type=chunk) Canadian Dollar Denominated Financial Assets and Liabilities (As of June 30, 2025) | Item | Canadian Dollar Amount | | :----------------------- | :----------- | | Cash | $53,317 | | Prepayments and Deposits | $10,988 | | Finance Lease Receivables | $42,092 | | Accounts Payable and Accrued Liabilities | $(923,922) | | Related Party Loans | $(5,364,766) | | **Net Exposure** | **$(6,182,291)** | | Impact of 10% CAD to USD Exchange Rate Change on Net Income/Loss | Approximately $453,162 | [Note 17. Related Party Transactions](index=20&type=section&id=Note%2017.%20Related%20Party%20Transactions) This note details transactions with related parties, including compensation for key management personnel, loans from related parties, and personal guarantees provided by directors Compensation for Directors, Officers, and Key Management Personnel (For the Three Months Ended June 30, 2025) | Compensation Category | June 30, 2025 | June 30, 2024 | | :--------------- | :------------- | :------------- | | Salaries and Benefits | $135,280 | $138,730 | | Consulting Fees | $126,250 | $141,250 | | Non-Cash Option Vesting | $109,517 | $291,914 | | **Total** | **$371,047** | **$571,894** | - As of June 30, 2025, accounts payable and accrued liabilities include **$246,085** owed to officers, directors, their controlled companies, and shareholders, which are non-interest bearing, unsecured, and without fixed repayment terms[60](index=60&type=chunk) - The company obtained new term loans totaling **$1.5 million** from related parties in Q2 2025, bearing an annual interest rate of **12%** and accompanied by bonus warrants or shares[62](index=62&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk)[69](index=69&type=chunk) - Existing loans from FWP Holdings LLC (beneficially owned and controlled by the company's CEO and Chairman) have been subordinated to the security interest of the term loan facility under an extension and subordination agreement, thus classified as non-current liabilities[61](index=61&type=chunk) - The fair value of the newly issued related party loans was **$1.2 million**, resulting in an effective interest rate of approximately **24%** over the loan term[66](index=66&type=chunk) - Company directors Fraser Atkinson and David Richardson provided personal guarantees totaling **$5,020,000** for the company's operating line of credit[68](index=68&type=chunk) [Note 18. Segmented information and supplemental cash flow disclosure](index=23&type=section&id=Note%2018.%20Segmented%20information%20and%20supplemental%20cash%20flow%20disclosure) This note provides information on the company's single operating segment, geographical revenue breakdown, and supplemental cash flow details for interest and taxes paid - The company operates in one reportable operating segment: the manufacturing and distribution of all-electric medium and heavy-duty vehicles[70](index=70&type=chunk) Revenue by Geographic Region (For the Three Months Ended June 30, 2025) | Region | June 30, 2025 | June 30, 2024 | | :----------- | :------------- | :------------- | | United States | $1,227,600 | $2,594,560 | | Canada | $321,867 | $402,498 | | **Total** | **$1,549,467** | **$2,997,058** | Cash Payments for Interest and Taxes (For the Three Months Ended June 30, 2025) | Item | June 30, 2025 | June 30, 2024 | | :------- | :------------- | :------------- | | Interest Paid | $391,028 | $262,623 | | Taxes Paid | $0 | $0 | - As of June 30, 2025, and March 31, 2025, over **90%** of the company's property and equipment was located in the United States[71](index=71&type=chunk) [Note 19. Warranty Liability](index=23&type=section&id=Note%2019.%20Warranty%20Liability) This note details the company's warranty liabilities, including the basis for estimation and expected future warranty costs - The company typically provides a basic warranty for its vehicles, mostly for a **five-year** term, and estimates provisions for future warranty claims based on historical claim information and recent trends[73](index=73&type=chunk)[74](index=74&type=chunk) Warranty Liability Changes (As of June 30, 2025) | Item | June 30, 2025 | March 31, 2025 | | :--------------- | :------------- | :------------- | | Balance, Beginning of Period | $2,565,429 | $2,499,890 | | Additions to Warranty | $50,636 | $714,956 | | Warranty Payments | $(72,247) | $(649,092) | | **Total** | **$2,544,104** | **$2,565,429** | | Current Portion | $810,862 | $816,326 | | Long-Term Portion | $1,733,242 | $1,749,103 | - The company anticipates incurring approximately **$810,862** in warranty costs over the next twelve months[74](index=74&type=chunk) [Note 20. Litigation and Legal Proceedings](index=24&type=section&id=Note%2020.%20Litigation%20and%20Legal%20Proceedings) This note outlines the company's involvement in various pending legal actions, including civil claims, counterclaims, and customer disputes, and the associated contingent liabilities - The company is involved in several pending legal proceedings, including civil claims and counterclaims with a former CEO and director, a claim for breach of a confidentiality agreement, and a customer claim arising from lease termination and vehicle repossession[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk) - As of March 31, 2025, the company recorded a contingent liability of **$310,000** for potential legal judgments, classified as a current liability[79](index=79&type=chunk) - Management believes there is an additional potential liability of **$437,500** related to other legal matters, but no provision has been made for this amount due to management's assessment of a high probability of successful defense[79](index=79&type=chunk) [Note 21. Subsequent Events](index=25&type=section&id=Note%2021.%20Subsequent%20Events) This note discloses significant events that occurred after the reporting period, including stock option forfeitures, new related party loans, and common share issuances - Between July 1 and August 8, 2025, **55,178** stock options were forfeited with a weighted average exercise price of **CAD$3.78**[80](index=80&type=chunk) - On July 4, 2025, the company obtained loans totaling **$250,000** from related parties, granting **304,878** warrants and issuing **60,975** common shares as inducements[80](index=80&type=chunk) - In August 2025, the company issued **459,493** common shares through its ATM for gross proceeds of **$247,437**[80](index=80&type=chunk)

GreenPower Motor Company (GP) Update Summary Company Overview - GreenPower Motor Company designs, manufactures, and distributes all-electric zero-emission medium and heavy-duty vehicles, focusing on the commercial vehicle market and school bus sector [5][6] Key Highlights - Over 700 Class 4 EV Star models delivered, including passenger and trucking variants [5] - Strong order book for GreenPower school buses, with significant demand in the school bus sector [8] - Unique position as the only OEM offering both Class 4 Type A and Class 8 Type D all-electric school buses [6] Industry Dynamics - Notable slowdown in the adoption of electric medium and heavy-duty commercial vehicles due to rescinded regulations, relaxed mandates, and reduced pressure for adoption [6][7] - School bus sector shows increasing demand, with over 12,000 electric school buses ordered by October 2024, compared to a total of 490,000 school buses in operation nationwide [9][10] Market Opportunities - Capturing just 1% of diesel bus replacements could yield a $1.3 billion annual revenue opportunity [11] - Key markets include New York (50,000 school buses) and California (30,000 school buses), representing nearly 20% of the marketplace [10] - State mandates are accelerating the adoption of electric school buses [10] Health and Environmental Impact - Electric school buses are seen as a solution to health issues caused by diesel emissions, particularly affecting children's respiratory health [12][13] - Research indicates that switching to electric buses can improve student attendance and test scores [13][14] Technological Innovations - Vehicle-to-grid (V2G) technology allows school buses to act as power sources for the grid, providing grid stabilization and peak demand offset [19][21] - The Mega Beast product features nearly 400 kWh of battery capacity, enhancing its role as a power resource [22] Competitive Landscape - GreenPower utilizes a native EV platform for its vehicles, unlike competitors who modify existing platforms [36][38] - The company has significant battery capacity, enabling longer ranges and V2G capabilities [41] Financial Performance - Reported revenues of just under $20 million for the fiscal year ending March 31, 2025, down from the previous year [58] - Gross profit margin of 9.7% for the year, with a target of 22-23% as operations stabilize [60] Challenges and Risks - Tariffs have caused production delays and increased costs, impacting the supply chain [44][64] - The company is navigating uncertainties related to tariffs and their potential impact on manufacturing and pricing [63][80] Legislative Efforts - GreenPower is actively lobbying against tariffs on school buses, arguing they are counterproductive and harmful to public entities [79][80] - The company is also working with other manufacturers to advocate for federal support for electric school bus adoption [85] Future Outlook - The company aims to achieve positive cash flow by the end of the year, focusing on profitable sales opportunities in the school bus market [77] - Anticipates growth in both core states (New York and California) and other states interested in adopting electric school buses [43]

Core Insights - GreenPower Motor Company has signed a contract with the state of New Mexico to implement an all-electric school bus pilot project, following an award from a request for proposal published in May [1][3] - The pilot project will last two years, deploying a total of six all-electric school buses, with three Nano BEAST Access buses in the first year and three BEAST and Mega BEAST buses in the second year [2][3] - The project is funded with over $5 million allocated for vehicle purchases, charging infrastructure, and overall management [3] Project Details - The pilot will consist of five rounds each school year, with each round lasting six weeks, allowing the buses to rotate around the state [2] - GreenPower will install charging systems and provide training for drivers, mechanics, and first responders to ensure a smooth testing period [2][3] - The Mega BEAST bus features a 387 kWh battery pack, offering a range of up to 300 miles on a single charge, which is the highest in its class [4] Charging Infrastructure - The pilot will evaluate both Level 3 DC fast chargers and Level 2 slow chargers, with a focus on charging rates and grid resiliency [4][5] - GreenPower is collaborating with Highland Electric Fleets to implement the necessary charging infrastructure for the pilot [5] - The project aims to reduce transportation-related emissions and modernize school transportation in New Mexico [5] Company Background - GreenPower designs and manufactures a range of all-electric medium and heavy-duty vehicles, including school buses, transit buses, and shuttles [7] - The company utilizes a clean-sheet design approach to create zero-emission vehicles, integrating global suppliers for key components [7] - GreenPower was founded in Vancouver, Canada, and has operational facilities in southern California, with a NASDAQ listing since August 2020 [7]

[Introduction](index=1&type=section&id=Introduction) [MD&A Context and Standards](index=1&type=section&id=MD%26A%20Context%20and%20Standards) This MD&A, prepared under IFRS and reported in US dollars, presents the Company's financial results for the year ended March 31, 2025, highlighting material information - The MD&A is dated July 30, 2025, and should be read in conjunction with the audited consolidated financial statements for the year ended March 31, 2025[1](index=1&type=chunk) - Financial results are reported in **US dollars** and prepared using accounting policies consistent with **IFRS Accounting Standards**[1](index=1&type=chunk) - Information is considered material if it significantly impacts the market price or value of common shares, influences investment decisions, or alters the total mix of available information[2](index=2&type=chunk) [Cautionary Note Regarding Forward-Looking Information](index=1&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Information) This MD&A includes forward-looking statements subject to inherent risks and uncertainties, cautioning against undue reliance as actual results may differ materially - Forward-looking statements are identified by terms such as 'believe', 'expect', 'intend', 'plan', and similar expressions[4](index=4&type=chunk) - These statements are based on assumptions and subject to inherent risks and uncertainties, indicating that expectations or conclusions may not be accurate[4](index=4&type=chunk) - Readers are cautioned against undue reliance on these statements, as risk factors could cause actual results to differ materially from projections[4](index=4&type=chunk) [Non-IFRS Measures and Other Supplementary Performance Metrics](index=1&type=section&id=Non-IFRS%20Measures%20and%20Other%20Supplementary%20Performance%20Metrics) This section defines non-IFRS measures and supplementary metrics, provided to complement IFRS information but not as substitutes or isolated comparisons - Non-IFRS measures and supplementary performance metrics are not standardized by IFRS and may not be comparable to those reported by other companies[5](index=5&type=chunk) - **Adjusted EBITDA** is defined as loss for the period/year, plus depreciation, interest and accretion, share-based payments, allowance/(recovery) for credit losses, and increase/(decrease) in warranty liability, plus taxes, used by management as a profitability indicator[7](index=7&type=chunk) - **Total Cash Expenses** is defined as sales, general and administrative costs plus interest and accretion, plus/(less) foreign exchange loss/(gain), less depreciation, less share-based payments, less amortization of deferred financing fees, plus/(less) the decrease/(increase) in warranty liability, plus/(less) the (allowance)/recovery for credit losses, indicating cash expenses from operations[8](index=8&type=chunk) - **Vehicle Deliveries** is a supplementary metric representing vehicles sold or leased to customers, with comparability potentially varying due to changing vehicle models[9](index=9&type=chunk) [Business Overview](index=2&type=section&id=Business%20Overview) [Description of Business](index=2&type=section&id=Description%20of%20Business) GreenPower is an OEM designing, building, and distributing all-electric medium and heavy-duty vehicles with facilities in California and West Virginia, listed on TSX Venture and NASDAQ - GreenPower designs, builds, and distributes a full range of **all-electric medium and heavy-duty vehicles**, including transit buses, school buses, shuttles, cargo vans, and cab and chassis[10](index=10&type=chunk) - The company utilizes a **clean-sheet design** for purpose-built, battery-powered, zero-emission vehicles, integrating global suppliers for key components[10](index=10&type=chunk) - GreenPower operates primary facilities in **southern California** and a manufacturing facility in **West Virginia**, and is listed on TSX Venture Exchange and NASDAQ[10](index=10&type=chunk) [Operations](index=3&type=section&id=Operations) In FY2025, GreenPower delivered 84 vehicles, saw a **49.5% revenue decline to $19.8 million**, shifted sales to school buses, consolidated California operations, and accessed capital markets Vehicle Deliveries and Revenue (Year Ended March 31, 2025) | Metric | Value | | :--------------------- | :------------------- | | Total Vehicles Delivered | 84 | | Annual Revenue | $19.8 million | | Revenue Change (YoY) | -49.5% | - The sales mix is transitioning towards **all-electric school buses**, with 34 BEASTs and 2 Nano BEASTs delivered, and an anticipated shift to Nano BEASTs due to expected tariff-driven cost increases[13](index=13&type=chunk) - GreenPower is reducing operating costs by consolidating California operations into a new Riverside facility, anticipating immediate rent reductions and future savings in transportation, travel, and administrative expenses[16](index=16&type=chunk) - The Company completed two securities offerings and an ATM filing in March 2025 for up to **$850,000** of equity through open market sales[15](index=15&type=chunk) [Trends](index=4&type=section&id=Trends) No material trends, commitments, events, or uncertainties are expected to significantly affect the Company's business, financial condition, or operations beyond disclosed risk factors - No material trends, commitments, events, or uncertainties are expected to have a significant effect on the Company's business, financial condition, or results of operations, other than those disclosed under 'Risk Factors'[18](index=18&type=chunk) [Financial Performance - Annual](index=4&type=section&id=Financial%20Performance%20-%20Annual) [Annual Results of Operations](index=4&type=section&id=Annual%20Results%20of%20Operations) GreenPower's FY2025 revenue declined **49.5% to $19.8 million**, yielding a **$2.2 million gross profit** (11.1% margin), with net losses persisting across all three years Annual Financial Highlights (Years Ended March 31) | Metric | 2025 ($) | 2024 ($) | 2023 ($) | | :--------------- | :----------- | :----------- | :----------- | | Revenue | 19,847,279 | 39,271,839 | 39,695,890 | | Cost of Sales | 17,650,661 | 33,914,237 | 32,445,836 | | Gross Profit | 2,196,618 | 5,357,602 | 7,250,054 | | Gross Profit % | 11.1% | 13.6% | 18.3% | | Net Loss | (18,663,448) | (18,342,796) | (15,043,857) | - FY2025 revenue decreased by **49.5%** due to **138 fewer vehicle deliveries**, primarily from no sales of EV Star CC's to Workhorse[19](index=19&type=chunk)[24](index=24&type=chunk) - FY2024 revenue decreased by **1.1%** due to **77 fewer vehicle deliveries**, largely offset by sales of higher-priced vehicles like BEAST and Nano BEAST[20](index=20&type=chunk)[25](index=25&type=chunk) - FY2023 revenue increased by **130.3%** from the prior year, driven by significant vehicle deliveries including **226 EV Star CC's**[21](index=21&type=chunk) [Comparison of Annual Results](index=6&type=section&id=Comparison%20of%20Annual%20Results) Annual results for FY2025, FY2024, and FY2023 show significant fluctuations in revenue, gross profit, and operating costs, with FY2025 net loss slightly increasing due to reduced gross profit Key Financial Metrics Comparison (Years Ended March 31) | Metric | 2025 ($) | 2024 ($) | 2023 ($) | 2025 to 2024 (%) | 2024 to 2023 (%) | | :---------------------------------------- | :----------- | :----------- | :----------- | :--------------- | :--------------- | | Revenue | 19,847,279 | 39,271,839 | 39,695,890 | -49.5% | -1.1% | | Gross Profit | 2,196,618 | 5,357,602 | 7,250,054 | -59.0% | -26.1% | | Gross profit margin | 11.1% | 13.6% | 18.3% | -2.6% | -4.6% | | Salaries and administration | 9,912,495 | 8,814,561 | 7,394,085 | 12.5% | 19.2% | | Product development costs | 1,339,200 | 1,811,472 | 2,090,338 | -26.1% | -13.3% | | Share-based payments | 897,468 | 1,502,112 | 3,645,893 | -40.3% | -58.8% | | Interest and accretion | 2,176,337 | 1,554,858 | 1,549,769 | 40.0% | 0.3% | | Other Income | 1,391,746 | 306,288 | 72,867 | 354.4% | 320.3% | | Loss for the year | (18,663,448) | (18,342,796) | (15,043,857) | 1.7% | 21.9% | | Loss per common share, basic and diluted | (0.68) | (0.74) | (0.64) | -8.1% | 15.6% | [Change in Revenue](index=8&type=section&id=Change%20in%20Revenue) Revenue significantly decreased in FY2025 due to fewer vehicle deliveries, particularly the absence of EV Star CC sales to Workhorse, following a slight decline in FY2024 - Revenue decreased by **$19,424,560 (49.5%)** in FY2025 compared to FY2024, primarily due to **138 fewer vehicle deliveries**, specifically no sales of EV Star CC's to Workhorse[24](index=24&type=chunk) - Revenue decreased by **$424,051 (1.1%)** in FY2024 compared to FY2023, resulting from **77 fewer vehicle deliveries**, largely offset by sales of higher-priced vehicles like Type D BEAST and Type A Nano BEAST[25](index=25&type=chunk) [Change in Cost of Sales and Gross Profit and Gross Profit Margin](index=8&type=section&id=Change%20in%20Cost%20of%20Sales%20and%20Gross%20Profit%20and%20Gross%20Profit%20Margin) Cost of sales decreased in FY2025, but gross profit declined significantly due to fewer deliveries, inventory writedowns, and underutilized production capacity, leading to a continuous drop in gross profit margin across all three years - Cost of sales decreased by **$16,263,576 (48.0%)** in FY2025, leading to a **$3,160,984 (59.0%) decrease in gross profit**, primarily due to 138 fewer vehicle deliveries, negative gross profit at GP Truck Body, an inventory writedown of **$530,675**, and low gross profit margin at GreenPower West Virginia[26](index=26&type=chunk) - Cost of sales increased by **$1,468,401 (4.5%)** in FY2024, resulting in a **$1,892,452 (26.1%) decrease in gross profit**, despite 77 fewer vehicle deliveries, due to an **$886,854 increase in inventory writedowns** and overhead costs from the West Virginia facility operating below capacity[27](index=27&type=chunk) - Gross profit margin declined from **18.3% in FY2023** to **13.6% in FY2024** and further to **11.1% in FY2025**, primarily due to inventory writedowns, negative gross profit at GP Truck Body, and underutilized production capacity at GreenPower West Virginia[28](index=28&type=chunk) [Change in Salaries and Administration](index=8&type=section&id=Change%20in%20Salaries%20and%20Administration) Salaries and administration expenses increased in both FY2025 and FY2024, driven by salary increases for existing employees and higher labor costs due to increased headcount, particularly in the West Virginia subsidiary - Salaries and administration expense increased by **$1,097,934 (12.5%)** in FY2025, driven by salary increases for existing employees and higher labor costs in the West Virginia subsidiary due to increased headcount[29](index=29&type=chunk) - Salaries and administration expense increased by **$1,420,476 (19.2%)** in FY2024, due to salary increases for executive officers and existing employees, and an increase in total employees from **112 to 116**[29](index=29&type=chunk) [Change in Depreciation](index=9&type=section&id=Change%20in%20Depreciation) Depreciation expense decreased in FY2025 due to reclassified leases and fully depreciated assets, contrasting with a significant increase in FY2024 from new property, plant, and equipment acquisitions - Depreciation expense decreased by **$196,345 (10.6%)** in FY2025, mainly due to reclassification of property leases to short-term leases with no depreciation and certain fixed assets becoming fully depreciated[30](index=30&type=chunk) - Depreciation expense increased by **$639,235 (52.4%)** in FY2024, with approximately **$210,000** from right-of-use assets and the remainder from new property, plant, and equipment acquisitions and transfers from inventory[31](index=31&type=chunk) [Change in Product Development Costs](index=9&type=section&id=Change%20in%20Product%20Development%20Costs) Product development costs declined in both FY2025 and FY2024, primarily due to reduced warranty accruals linked to lower sales and decreased expenses for vehicle parts and related development activities - Product development costs declined by **$472,272 (26.1%)** in FY2025, primarily due to a significant reduction in warranty accrual (linked to lower sales) and decreased vehicle parts and related development expenses[32](index=32&type=chunk) - Product development costs declined by **$278,866 (13.3%)** in FY2024, mainly due to reduced vehicle parts and related expenses used in development activities and a small reduction in warranty accrual[33](index=33&type=chunk) [Change in Share-Based Payments](index=9&type=section&id=Change%20in%20Share-Based%20Payments) Share-based payment expense significantly decreased in both FY2025 and FY2024, primarily due to lower recognized stock option expense and forfeited stock options in both periods - Share-based payment expense decreased by **$604,644 (40.2%)** in FY2025 and by **$2,143,781 (58.8%)** in FY2024, primarily due to lower stock option expense recognized and forfeited stock options in both periods[34](index=34&type=chunk)[35](index=35&type=chunk) [Change in Transportation Costs](index=9&type=section&id=Change%20in%20Transportation%20Costs) Transportation costs increased in FY2025 due to relocation expenses, contrasting with a decrease in FY2024 driven by reduced non-sales-related shipping activities - Transportation costs increased by **$52,081 (24.5%)** in FY2025, mainly due to additional non-sales-related transportation expenses incurred during the company's relocation to the Riverside facility[36](index=36&type=chunk) - Transportation costs decreased by **$112,510 (34.6%)** in FY2024, due to a reduction in costs related to shipping vehicles for non-sales purposes[37](index=37&type=chunk) [Change in Interest and Accretion](index=10&type=section&id=Change%20in%20Interest%20and%20Accretion) Interest and accretion expense increased significantly in FY2025 due to higher related party loan interest and increased line of credit utilization, while FY2024 saw only a slight increase - Interest and accretion expense increased by **$621,479 (40.0%)** in FY2025, primarily due to higher interest on related party loans and increased utilization of the line of credit facility[38](index=38&type=chunk) - Interest and accretion expense increased slightly by **$5,089 (0.3%)** in FY2024, as a reduction in related party loan interest was largely offset by interest incurred on the term loan facility[38](index=38&type=chunk)[39](index=39&type=chunk) [Change in Other Income](index=10&type=section&id=Change%20in%20Other%20Income) Other income in FY2025 primarily resulted from the derecognition of a contingent liability related to the dissolution of Lion Truck Body, contrasting with a non-cash gain from related party loans in FY2024 - Other income of **$1,391,746** in FY2025 resulted from the derecognition of a contingent liability related to the dissolution of Lion Truck Body[40](index=40&type=chunk) - Other income of **$306,288** in FY2024 was a non-cash gain from loans from related parties[40](index=40&type=chunk) [Change in Office Expense](index=10&type=section&id=Change%20in%20Office%20Expense) Office expense decreased in FY2025 due to cost-saving initiatives and stabilized West Virginia operations, following a significant increase in FY2024 driven by inflation and full-year expenses for the West Virginia property - Office expense decreased by **$350,960 (21.8%)** in FY2025 due to cost-saving initiatives, reduced maintenance and utility expenses, and lower spending as the West Virginia office stabilized[41](index=41&type=chunk) - Office expense increased by **$686,991 (74.6%)** in FY2024 due to general inflation in maintenance and utilities, and a full year of expense associated with the West Virginia property[41](index=41&type=chunk) [Change in Insurance Expense](index=10&type=section&id=Change%20in%20Insurance%20Expense) Insurance expense slightly increased in FY2025 due to higher premiums, following a decrease in FY2024 from reduced premiums - Insurance expense increased by **$11,674 (0.7%)** in FY2025 due to slightly higher premiums on renewed policies[42](index=42&type=chunk) - Insurance expense decreased by **$85,508 (4.7%)** in FY2024 due to a reduction in premiums[42](index=42&type=chunk) [Change in Professional Fees](index=10&type=section&id=Change%20in%20Professional%20Fees) Professional fees decreased in FY2025 due to reduced legal and other services, partially offset by a legal judgment accrual, following a significant increase in FY2024 from higher legal costs - Professional fees decreased by **$253,000 (13.1%)** in FY2025, mainly due to reduced legal fees and other professional services, partially offset by a **$310,000 accrual** for potential legal judgments[43](index=43&type=chunk) - Professional fees increased by **$448,844 (30.4%)** in FY2024, primarily due to increased legal costs associated with general corporate matters and litigation[43](index=43&type=chunk) [Change in Sales and Marketing and Travel, Accommodation, Meals and Entertainment](index=10&type=section&id=Change%20in%20Sales%20and%20Marketing%20and%20Travel%2C%20Accommodation%2C%20Meals%20and%20Entertainment) Sales and marketing expenses increased in FY2025 due to promotional activities, while travel-related expenses decreased due to fewer events and cost control, contrasting with general reductions in both categories in FY2024 - Sales and marketing expense increased by **$336,346 (50.9%)** in FY2025 due to greater investment in promotional activities, while travel-related expenses decreased by **$201,420 (33.6%)** due to fewer in-person events and cost control[44](index=44&type=chunk) - Both sales and marketing expense and travel-related expenses decreased in FY2024 (by **19.2%** and **19.9%** respectively) due to a general reduction in the Company's attendance at trade shows and sales and marketing events[45](index=45&type=chunk) [Change in Other Costs](index=11&type=section&id=Change%20in%20Other%20Costs) The allowance for credit losses significantly decreased in FY2025 due to collections, following a substantial increase in FY2024 for overdue accounts, with foreign exchange fluctuations also impacting annual changes - The allowance for credit losses decreased by **$1,463,239 (100.8%)** in FY2025, primarily due to the collection of prior year allowances related to overdue customer accounts[46](index=46&type=chunk) - The allowance for credit losses increased by **$1,355,809 (1,424.9%)** in FY2024, mainly due to allowances for accounts receivable and a promissory note from a single lease customer, and other accounts receivable over 90 days past due[46](index=46&type=chunk) - Annual changes in foreign exchange gain/loss are caused by the Company's exposure to fluctuations in foreign currency exchange rates, particularly with **CDN dollars**[46](index=46&type=chunk) [Change in Write Down of Assets](index=11&type=section&id=Change%20in%20Write%20Down%20of%20Assets) The Company recorded no asset writedowns in FY2025, contrasting with a **$423,267** writedown in FY2024 from finance lease receivables with overdue payments - The Company had no write down of assets in FY2025[47](index=47&type=chunk) - In FY2024, the Company recorded a write down of assets of **$423,267** from finance lease receivables with overdue lease payments[47](index=47&type=chunk) [Change in Loss for the Year and Loss per Common Share](index=11&type=section&id=Change%20in%20Loss%20for%20the%20Year%20and%20Loss%20per%20Common%20Share) The net loss for FY2025 slightly increased due to reduced gross profit, while FY2024's net loss increased significantly from lower gross profit and higher SG&A, and FY2023's net loss saw a minor increase - The net loss for FY2025 increased by **$320,652 (1.7%)** compared to FY2024, primarily due to a **$3,160,984 reduction in gross profit**, partially offset by decreased SG&A costs and increased other income[48](index=48&type=chunk) - The net loss for FY2024 increased by **$3,298,939 (21.9%)** compared to FY2023, mainly due to a **$1,892,452 reduction in gross profit** and increased SG&A costs, partially offset by reduced interest and accretion[49](index=49&type=chunk) - The net loss for FY2023 increased by **$33,937 (0.2%)** compared to the prior year, as an increase in gross profit more than offset increases in SG&A and other expenses[50](index=50&type=chunk) [Financial Position](index=12&type=section&id=Financial%20Position) [Changes in Consolidated Statements of Financial Position](index=12&type=section&id=Changes%20in%20Consolidated%20Statements%20of%20Financial%20Position) As of March 31, 2025, total assets decreased by **$10.1 million** to **$35.1 million**, driven by reductions in cash, receivables, and inventory, while total liabilities increased by **$3.0 million** to **$36.7 million**, leading to a **$(1.6) million** shareholder's equity deficit Changes in Selected Financial Position Components (March 31, 2025 vs 2024) | Item | March 31, 2025 ($) | March 31, 2024 ($) | Annual Change ($) | | :---------------------------- | :----------------- | :----------------- | :---------------- | | Cash and restricted cash | 344,244 | 1,150,891 | (806,647) | | Accounts receivable, net | 541,793 | 2,831,942 | (2,290,149) | | Inventory | 25,601,888 | 32,010,631 | (6,408,743) | | Current assets | 27,775,068 | 36,853,355 | (9,078,287) | | Property and equipment | 1,310,581 | 2,763,525 | (1,452,944) | | Total assets | 35,071,725 | 45,203,284 | (10,131,559) | | Line of credit | 5,983,572 | 7,463,206 | (1,479,634) | | Accounts payable and accrued liabilities | 3,719,716 | 2,977,251 | 742,465 | | Loans payable to related parties | 4,184,045 | 2,432,180 | 1,751,865 | | Term loan facility | 3,591,354 | 2,267,897 | 1,323,457 | | Total liabilities | 36,677,691 | 33,636,465 | 3,041,226 | | Shareholder's equity | (1,605,966) | 11,566,819 | (13,172,785) | - The decrease in accounts receivable was due to collections and lower sales, while inventory reduction resulted from sales of finished goods, a writedown, and lower work in process[52](index=52&type=chunk) - The increase in lease liabilities and right-of-use assets was due to a new lease for a production facility in Riverside, CA[52](index=52&type=chunk) - Shareholder's equity decreased significantly due to an increase in accumulated deficit, partially offset by share capital increases from equity offerings and stock options[52](index=52&type=chunk) [Cash Flow Analysis](index=13&type=section&id=Cash%20Flow%20Analysis) [Summary of Cash Flows](index=13&type=section&id=Summary%20of%20Cash%20Flows) GreenPower experienced a net decrease in cash and restricted cash of **$806,647** in FY2025, reversing from a net increase in FY2024, with operating activities consistently using cash and financing activities providing cash across all three years Summary of Cash Flows (Years Ended March 31) | Cash Flow Category | 2025 ($) | 2024 ($) | 2023 ($) | | :---------------------------------- | :----------- | :----------- | :------------ | | Cash flow (used in) operations | (5,988,173) | (1,132,248) | (14,757,939) | | Cash flow from (used in) investing | (83,172) | (761,533) | 303,191 | | Cash flow from financing | 5,100,272 | 2,323,833 | 8,189,280 | | Foreign exchange on cash | 164,426 | 120,437 | (22,452) | | Net (decrease) increase in cash | (806,647) | 550,489 | (6,287,920) | [Operating Activities](index=13&type=section&id=Operating%20Activities) Cash flow used in operating activities was **$6.0 million** in FY2025, driven by a net loss, partially offset by non-cash items and working capital changes, following similar patterns in FY2024 and FY2023 - Cash flow used in operating activities was **$6.0 million** in FY2025, stemming from a **$18.7 million net loss**, partially offset by **$1.8 million** in non-cash items and cash generated from inventory (**$7.9 million**) and accounts receivable (**$2.3 million**)[54](index=54&type=chunk) - Cash flow used in operating activities was **$1.1 million** in FY2024, from an **$18.3 million net loss**, offset by **$6.6 million** in non-cash items and cash generated from inventory (**$8.8 million**) and accounts receivable (**$6.3 million**)[55](index=55&type=chunk) - Cash flow used in operating activities was **$14.8 million** in FY2023, from a **$15.0 million net loss**, offset by **$5.5 million** in non-cash items, but impacted by investments in inventory (**$8.9 million**) and accounts receivable (**$7.3 million**)[56](index=56&type=chunk) [Investing Activities](index=13&type=section&id=Investing%20Activities) Cash flow used in investing activities significantly decreased to **$83,172** in FY2025, primarily for property, plant, and equipment, a substantial reduction from **$761,533** used in FY2024, while FY2023 generated cash from property disposal - Cash flow used in investing activities was **$83,172** in FY2025, resulting from **$72,892** investments in property, plant, and equipment[57](index=57&type=chunk) - Cash flow used in investing activities was **$761,533** in FY2024, including a **$400,000 restricted deposit** for a surety bond and **$361,533** for property, plant, and equipment[57](index=57&type=chunk) - Cash flow from investing activities was **$303,191** in FY2023, driven by **$874,184** in proceeds from property disposal, offset by **$355,993** in PPE purchases and a **$215,000 cash investment** in Lion Truck Body acquisition[58](index=58&type=chunk) [Financing Activities](index=14&type=section&id=Financing%20Activities) Cash flow from financing activities was **$5.1 million** in FY2025, primarily from common share issuances and related party loans, partially offset by line of credit repayments, following similar capital generation in FY2024 and FY2023 - Cash flow from financing activities was **$5.1 million** in FY2025, including **$5.3 million** from common share issuance and **$1.4 million** from related party loans, offset by **$1.5 million** line of credit repayment and **$0.9 million** equity issuance costs[59](index=59&type=chunk) - Cash flow from financing activities was **$2.3 million** in FY2024, including **$0.5 million** from ATM share issuance, **$0.85 million** line of credit draw, and **$2.2 million** term loan facility draw, partially offset by related party loan repayments[60](index=60&type=chunk) - Cash flow from financing activities was **$8.2 million** in FY2023, including **$4.9 million** from ATM share issuance, **$3.0 million** from related party loans, and **$0.85 million** line of credit draw[61](index=61&type=chunk) [Financial Performance - Quarterly](index=14&type=section&id=Financial%20Performance%20-%20Quarterly) [Quarterly Results Overview](index=14&type=section&id=Quarterly%20Results%20Overview) GreenPower's FY2025 quarterly revenues peaked at **$7.2 million** in Q3, driven by school bus deliveries, while losses decreased towards Q4 due to lower SG&A and other income, contrasting with FY2024's Q1 revenue peak of **$17.6 million** from EV Star CC sales Selected Quarterly Financial Results | Metric | Mar 31, 2025 ($) | Dec 31, 2024 ($) | Sep 30, 2024 ($) | Jun 30, 2024 ($) | | :-------------------------- | :--------------- | :--------------- | :--------------- | :--------------- | | Revenues | 4,284,134 | 7,218,897 | 5,347,190 | 2,997,058 | | Loss for the period | (3,833,914) | (4,739,022) | (4,701,864) | (5,388,648) | | Basic and diluted EPS | (0.13) | (0.17) | (0.18) | (0.21) | | | | | | | | Metric | Mar 31, 2024 ($) | Dec 31, 2023 ($) | Sep 30, 2023 ($) | Jun 30, 2023 ($) | | :-------------------------- | :--------------- | :--------------- | :--------------- | :--------------- | | Revenues | 5,092,890 | 8,157,931 | 8,440,010 | 17,581,008 | | Loss for the period | (6,631,577) | (4,641,720) | (4,257,643) | (2,811,856) | | Basic and diluted EPS | (0.27) | (0.19) | (0.17) | (0.11) | - FY2025 quarterly revenues peaked in Q3 (December 31, 2024) at **$7.2 million** due to **28 vehicle deliveries**, including 14 BEAST and Nano BEAST school buses[67](index=67&type=chunk) - FY2025 quarterly losses reduced from **$5.4 million** in Q1 to **$3.8 million** in Q4, driven by lower SG&A expenses and a **$1.4 million** other income from contingent liability derecognition[67](index=67&type=chunk) - FY2024 quarterly revenues peaked in Q1 (June 30, 2023) at **$17.6 million**, largely due to **131 vehicle deliveries**, including 95 EV Star CC's to Workhorse, then declined in subsequent quarters[68](index=68&type=chunk) [Vehicle Deliveries](index=17&type=section&id=Vehicle%20Deliveries) GreenPower's FY2025 vehicle deliveries totaled **84**, a significant decrease from **222** in FY2024, primarily due to the absence of EV Star CC sales to Workhorse in FY2025 Quarterly Vehicle Deliveries | Vehicle Type | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | | :---------------------------- | :----------- | :----------- | :----------- | :----------- | | EV Star | 14 | 14 | 11 | 9 | | EV Star CC's Sold to Workhorse | 0 | 0 | 0 | 0 | | Nano BEAST and BEAST school bus | 8 | 14 | 11 | 3 | | Total Vehicle Deliveries | 22 | 28 | 22 | 12 | | | | | | | | Vehicle Type | Mar 31, 2024 | Dec 31, 2023 | Sep 30, 2023 | Jun 30, 2023 | | :---------------------------- | :----------- | :----------- | :----------- | :----------- | | EV Star | 12 | 19 | 15 | 28 | | EV Star CC's Sold to Workhorse | 10 | 0 | 0 | 95 | | Nano BEAST and BEAST school bus | 4 | 13 | 16 | 8 | | EV 250 | 0 | 2 | 0 | 0 | | Total Vehicle Deliveries | 26 | 34 | 31 | 131 | - Total vehicle deliveries for the year ended March 31, 2025, were **84**, a decrease from **222** in the prior year[69](index=69&type=chunk) - The absence of EV Star CC sales to Workhorse in FY2025 significantly impacted total deliveries compared to FY2024, which included **95 EV Star CC's** in Q1[69](index=69&type=chunk) [Total Cash Expenses (Non-IFRS)](index=18&type=section&id=Total%20Cash%20Expenses%20%28Non-IFRS%29) Total Cash Expenses, a non-IFRS measure, fluctuated quarterly, ranging from **$4.49 million to $5.35 million** in FY2025 and **$3.89 million to $5.06 million** in FY2024, providing insight into cash operating costs Quarterly Total Cash Expenses | Item | Mar 31, 2025 ($) | Dec 31, 2024 ($) | Sep 30, 2024 ($) | Jun 30, 2024 ($) | | :------------------------ | :--------------- | :--------------- | :--------------- | :--------------- | | Total Cash Expenses | 5,351,700 | 4,844,550 | 4,485,669 | 4,957,050 | | | | | | | | Item | Mar 31, 2024 ($) | Dec 31, 2023 ($) | Sep 30, 2023 ($) | Jun 30, 2023 ($) | | :------------------------ | :--------------- | :--------------- | :--------------- | :--------------- | | Total Cash Expenses | 5,061,691 | 4,942,909 | 4,454,540 | 3,890,606 | - Total Cash Expenses for the three months ended March 31, 2025, was **$5,351,700**, an increase from **$4,957,050** in the quarter ended June 30, 2024[71](index=71&type=chunk) - Total Cash Expenses for the three months ended March 31, 2024, was **$5,061,691**, an increase from **$3,890,606** in the quarter ended June 30, 2023[71](index=71&type=chunk) [Adjusted EBITDA (Non-IFRS)](index=19&type=section&id=Adjusted%20EBITDA%20%28Non-IFRS%29) Adjusted EBITDA, a non-IFRS profitability measure, remained negative across all reported quarters, ranging from **$(2.98) million to $(4.21) million** in FY2025 and **$(0.82) million to $(4.10) million** in FY2024 Quarterly Adjusted EBITDA | Item | Mar 31, 2025 ($) | Dec 31, 2024 ($) | Sep 30, 2024 ($) | Jun 30, 2024 ($) | | :-------------- | :--------------- | :--------------- | :--------------- | :--------------- | | Adjusted EBITDA | (2,980,120) | (3,228,153) | (3,453,562) | (4,212,433) | | | | | | | | Item | Mar 31, 2024 ($) | Dec 31, 2023 ($) | Sep 30, 2023 ($) | Jun 30, 2023 ($) | | :-------------- | :--------------- | :--------------- | :--------------- | :--------------- | | Adjusted EBITDA | (4,104,630) | (3,245,353) | (2,937,726) | (821,879) | - Adjusted EBITDA for the three months ended March 31, 2025, was **$(2,980,120)**, showing an improvement from **$(4,212,433)** in the quarter ended June 30, 2024[72](index=72&type=chunk) - Adjusted EBITDA for the three months ended March 31, 2024, was **$(4,104,630)**, a significant decline from **$(821,879)** in the quarter ended June 30, 2023[72](index=72&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) [Liquidity Overview](index=20&type=section&id=Liquidity%20Overview) As of March 31, 2025, GreenPower had a cash balance of **$344,244** and working capital of **$8,106,809**, utilizing a **$6 million** line of credit and a **$5 million** term loan, with its going concern status subject to material uncertainty Liquidity Position (March 31, 2025) | Metric | Amount ($) | | :--------------- | :--------- | | Cash Balance | 344,244 | | Working Capital | 8,106,809 | | Line of Credit (drawn) | 5,983,572 | | Term Loan Facility | Up to 5 million | - The Company's ability to continue as a going concern is subject to material uncertainty, necessitating reliance on additional financings and inventory sales[76](index=76&type=chunk) [Capital Resources (Offerings, Loans, Warrants)](index=20&type=section&id=Capital%20Resources%20%28Offerings%2C%20Loans%2C%20Warrants%29) GreenPower raised capital through an October 2024 offering of **3 million common shares for $3 million**, a May 2024 unit offering for **$2.3 million**, **$1.75 million** in related party loans, and subsequent ATM sales, issuing warrants and common shares as inducements - In October 2024, the Company issued **3,000,000 common shares** for gross proceeds of **$3,000,000** and **150,000 warrants** to the underwriter[77](index=77&type=chunk) - In May 2024, a unit offering generated gross proceeds of **$2,325,750** from **1,500,000 common shares** and warrants to purchase **1,575,000 common shares**[78](index=78&type=chunk) - The Company received **$1.75 million** in related party loans, issuing **1,086,956 warrants (at $0.46)**, **909,090 warrants (at $0.44)**, **304,878 warrants (at $0.41)**, **263,157 warrants (at $0.38)**, and **295,422 common shares** as inducements[79](index=79&type=chunk)[94](index=94&type=chunk) - Subsequent to March 31, 2025, the Company sold **216,007 common shares** under the 2025 ATM for gross proceeds of **$97,964**[79](index=79&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) [At the Market Offering (ATM)](index=21&type=section&id=At%20the%20Market%20Offering%20%28ATM%29) GreenPower established a **$850,000** 2025 ATM on March 7, 2025, with **216,007 shares sold for $97,964** post-year-end, following the expiration of the **$20 million** 2022 ATM in November 2023 - On March 7, 2025, the Company filed for a 2025 ATM to sell up to **$850,000** of common shares on NASDAQ[82](index=82&type=chunk) - No shares were sold under the 2025 ATM during the year ended March 31, 2025; however, **216,007 common shares** were sold for **$97,964** subsequent to year-end[82](index=82&type=chunk) - The 2022 ATM, which allowed for up to **$20,000,000**, expired in November 2023, with **188,819 common shares** sold in FY2024 for gross proceeds of **$520,892**[83](index=83&type=chunk)[84](index=84&type=chunk) [Stock Option Plans](index=21&type=section&id=Stock%20Option%20Plans) GreenPower operates under the 2023 Plan (limit **2,467,595 shares**) and the 2022 Equity Incentive Plan (rolling 10% options, fixed **2,949,116 shares** for awards), with **2,582,628 stock options** and **1,725,000 warrants** outstanding as of March 31, 2025 - The 2023 Plan, approved in March 2023, allows for incentive and nonqualified stock options and non-stock option awards, with an aggregate limit of **2,467,595 shares**[85](index=85&type=chunk) - The 2022 Plan, ratified in May 2025, is a rolling plan for options (up to **10% of outstanding shares**) and a fixed plan for Performance-Based Awards (up to **2,949,116 shares**), replacing the 2019 Plan[87](index=87&type=chunk) Stock Options and Warrants Outstanding (March 31, 2025) | Item | Balance March 31, 2025 | | :-------------------- | :--------------------- | | Stock Options Outstanding | 2,582,628 | | Warrants Outstanding | 1,725,000 | - During FY2025, **800,000 options were granted**, and **710,033 options were forfeited or expired**, with share-based compensation expense totaling **$897,468**[90](index=90&type=chunk)[91](index=91&type=chunk) [Related Party Transactions](index=24&type=section&id=Related%20Party%20Transactions) [Compensation and Payables](index=24&type=section&id=Compensation%20and%20Payables) Total compensation for directors, officers, and key management decreased to **$1,749,945** in FY2025, primarily due to reduced non-cash options, while accounts payable to related parties significantly increased to **$454,894** Related Party Compensation Summary | Compensation Type | March 31, 2025 ($) | March 31, 2024 ($) | March 31, 2023 ($) | | :-------------------- | :----------------- | :----------------- | :----------------- | | Salaries and Benefits | 551,410 | 562,160 | 580,774 | | Consulting fees | 566,042 | 541,623 | 396,250 | | Non-cash Options Vested | 632,493 | 874,321 | 2,100,717 | | Total | 1,749,945 | 1,978,104 | 3,077,741 | - Accounts payable and accrued liabilities owed to officers, directors, and related companies increased from **$105,676** in FY2024 to **$454,894** in FY2025, which are non-interest bearing, unsecured, and have no fixed repayment terms[98](index=98&type=chunk) [Related Party Loans and Guarantees](index=24&type=section&id=Related%20Party%20Loans%20and%20Guarantees) In FY2025, GreenPower received new related party loans totaling **CAD $475,000** and **USD $250,000**, bearing **12.0% interest**, with existing loans remaining outstanding and CEO/director providing **$5,020,000** in personal guarantees for the operating line of credit - In FY2025, the Company received new loans totaling **CAD $475,000** from FWP Holdings, **USD $250,000** from Koko, and **CAD $675,000** from 0851433 BC Ltd., all related parties, bearing **12.0% interest**[99](index=99&type=chunk) - Loans from FWP Holdings totaling **CAD $3,670,000** remained outstanding and are subordinated to senior lenders, resulting in a non-cash gain of **$306,288** in FY2024 due to revaluation[99](index=99&type=chunk)[102](index=102&type=chunk) - Subsequent to March 31, 2025, the Company announced a **$2 million term loan offering** from related parties, with **$1.5 million** already advanced in tranches, involving the issuance of warrants and common shares as inducements[106](index=106&type=chunk)[107](index=107&type=chunk)[110](index=110&type=chunk) - The Company's CEO and Chairman, Fraser Atkinson, and director David Richardson, have each provided personal guarantees of **$2,510,000**, totaling **$5,020,000**, to support the Company's operating line of credit[105](index=105&type=chunk) [Accounting Policies and Controls](index=26&type=section&id=Accounting%20Policies%20and%20Controls) [New and Amended Standards](index=26&type=section&id=New%20and%20Amended%20Standards) GreenPower reviewed new accounting standards effective January 1, 2025, finding no impact on financial statements, and is evaluating future pronouncements, including IFRS 7, IFRS 9, IFRS 18, and IFRS 19, effective in 2026 or 2027 - New accounting standards effective January 1, 2025 (e.g., IAS 21), did not cause a change to the Company's financial statements[108](index=108&type=chunk) Future Accounting Pronouncements | Mandatorily Effective Date | Standard/Amendment | | :------------------------- | :------------------------------------------------------ | | January 1, 2025 | IAS 21 - The effect of changes in Foreign Exchange Rates | | January 1, 2026 | IFRS 7 and IFRS 9 - Amendments to Classification and Measurement of Financial Instruments | | January 1, 2026 | IFRS 1, IFRS 7, IFRS 9, IFRS 10, IAS 7 - Annual improvements to IFRS accounting standards | | January 1, 2026 | IFRS 7 and IFRS 9 - Contracts referencing nature-dependent electricity | | January 1, 2027 | IFRS 19 - Subsidiaries without Public Disclosures | | January 1, 2027 | IFRS 18 - Presentation and Disclosure in Financial Statements | - The Company has not early adopted any new standards and is evaluating their potential impact on consolidated financial statements[109](index=109&type=chunk) [Internal Controls over Financial Reporting](index=27&type=section&id=Internal%20Controls%20over%20Financial%20Reporting) As of March 31, 2025, GreenPower's management concluded that internal controls over financial reporting were ineffective due to material weaknesses in inventory, revenue, and complex transactions, with remediation efforts underway - As of March 31, 2025, the CEO and CFO determined that disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting[112](index=112&type=chunk) - Management concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2025, based on the COSO framework[116](index=116&type=chunk) - Material weaknesses identified include ineffective controls for inventory accounting (costing, existence, verification), revenue recognition (supporting documentation), complex/unusual transactions, and preventing/detecting accounting errors[123](index=123&type=chunk) - Remediation efforts include retaining an external financial controls consultant to review and enhance control design and implementation, and hiring additional qualified accounting resources[124](index=124&type=chunk) [Critical Accounting Estimates and Judgements](index=29&type=section&id=Critical%20Accounting%20Estimates%20and%20Judgements) GreenPower's financial statements require critical judgments on functional currency, going concern, contingent liabilities, and related party loan classification, alongside key estimates for leases, warranties, legal provisions, doubtful accounts, inventory, and deferred taxes - Critical accounting judgments include determining functional currency, assessing going concern ability, derecognizing contingent liability from Lion Truck Body dissolution, and classifying related party loans as non-current[128](index=128&type=chunk) - Critical accounting estimates and assumptions include discount rates for leases, warranty provision accrual rates, classification of leases, provision for potential legal judgments (**$310,000**), allowance for doubtful accounts, useful life of equipment, net realizable value of inventory, government vouchers, West Virginia lease valuation, deferred income taxes, and overhead allocation to inventory[128](index=128&type=chunk) - Revisions to critical accounting estimates are recognized in the period the estimate is revised and future periods if applicable[125](index=125&type=chunk) [Financial Instruments and Risk Management](index=30&type=section&id=Financial%20Instruments%20and%20Risk%20Management) GreenPower's financial instruments expose it to credit risk on receivables (**$563,153 allowance**), significant liquidity risk impacting going concern, and market risk from interest rates and foreign exchange, with a **10% CAD/USD change potentially impacting comprehensive income by $396,800** - The Company's financial instruments include cash, accounts receivable, promissory note receivable, finance lease receivables, line of credit, loans payable to related parties, term loan, accounts payable and accrued liabilities, other liabilities, and lease liabilities[129](index=129&type=chunk) - Credit risk exposure is on cash and receivables, with the allowance for doubtful accounts at **$563,153** as of March 31, 2025, a decrease from **$1,459,243** in the prior year[132](index=132&type=chunk)[133](index=133&type=chunk) - Liquidity risk is high, with the Company's continuation as a going concern dependent on future cash flows from operations and obtaining necessary financing[134](index=134&type=chunk) - Market risk includes interest rate risk on the line of credit and foreign exchange risk from **CDN dollar** assets and liabilities, where a **10% change in the CAD/USD exchange rate** could result in an approximate **$396,800 change** to comprehensive income/loss[136](index=136&type=chunk)[138](index=138&type=chunk) Undiscounted Financial Commitments by Maturity (March 31, 2025) | March 31, 2025 | Less than 3 months ($) | 3 to 12 months ($) | One to five years ($) | Thereafter ($) | | :------------------------------ | :--------------------- | :----------------- | :-------------------- | :------------- | | Line of credit | 5,983,572 | - | - | - | | Accounts payable and accrued liabilities | 3,719,716 | - | - | - | | Loans payable to related parties | - | 1,334,720 | 2,849,325 | - | | Lease liabilities | 127,105 | 597,248 | 3,952,393 | 2,000,901 | | Term loan facility | - | 3,591,354 | - | - | | Other liabilities | - | - | 17,133 | - | | Total | 9,830,393 | 5,523,322 | 6,818,851 | 2,000,901 | [Outlook](index=31&type=section&id=Outlook) GreenPower's outlook focuses on completing production and delivery of EV Stars and BEAST school buses, delivering finished goods, exploring new financing, and implementing cost reduction and tariff mitigation strategies - The Company intends to complete production and delivery of EV Stars and BEAST school buses and deliver remaining finished goods inventory[139](index=139&type=chunk) - GreenPower plans to evaluate and consider new sources of financing to fund the business and search for ways to reduce operational costs[139](index=139&type=chunk) - The Company will evaluate the impact of tariffs on its business and product lines and develop mitigation strategies[140](index=140&type=chunk) [Capitalization and Outstanding Security Data](index=32&type=section&id=Capitalization%20and%20Outstanding%20Security%20Data) As of March 31, 2025, GreenPower had **29,491,162 common shares**, **2,582,628 stock options**, and **1,725,000 warrants** outstanding, with subsequent changes by July 30, 2025, increasing shares and warrants while decreasing options Outstanding Security Data | Security Type | As of March 31, 2025 | As of July 30, 2025 | | :------------------------ | :------------------- | :------------------ | | Common Shares Issued & Outstanding | 29,491,162 | 30,002,591 | | Preferred Shares | 0 | 0 | | Stock Options Outstanding | 2,582,628 | 2,458,000 | | Common Share Warrants Outstanding | 1,725,000 | 4,289,081 | [Risk Factors](index=32&type=section&id=Risk%20Factors) [Operational Risks](index=32&type=section&id=Operational%20Risks) GreenPower faces inherent operational risks including losses from inadequate internal processes, human error, system failures, misconduct, product liability, regulatory non-compliance, and business disruptions across all activities - Operational risks include losses from inadequate or failed internal processes, people, and systems, encompassing fiduciary breaches, product liability, regulatory failures, legal disputes, business disruption, and technology failures[144](index=144&type=chunk) - Risks also include misconduct, theft, fraud by employees or others, unauthorized transactions, and insufficient staffing, which could materially adversely affect the Company[144](index=144&type=chunk) [Management and Competition Risks](index=32&type=section&id=Management%20and%20Competition%20Risks) The Company's success is highly dependent on its key personnel, and it operates in a competitive market for all-electric medium and heavy-duty vehicles, facing well-capitalized existing competitors and potential new entrants - The Company's success is dependent on the efforts and abilities of its directors, officers, and employees, and the loss of any could have a material adverse effect[145](index=145&type=chunk) - GreenPower faces competition from existing manufacturers of all-electric and traditional medium/heavy-duty vehicles, including well-capitalized public and private companies, with potential for new market entrants[146](index=146&type=chunk) [Supply Chain and External Factor Risks](index=33&type=section&id=Supply%20Chain%20and%20External%20Factor%20Risks) GreenPower faces supply chain risks from reliance on global, often single-source, suppliers, increased costs and delays from tariffs, and uncertainties regarding the availability and timing of crucial government grants and subsidies - Reliance on key suppliers, some single-source, poses risks of production delays if additional or alternate sources for components cannot be secured in a timely manner[147](index=147&type=chunk) - Increased tariffs on imported electric vehicles and components, coupled with lack of clarity, have raised costs and caused delays, negatively impacting financial results[149](index=149&type=chunk) - The ability of purchasers to receive government grants and subsidies, which offset higher EV prices, is subject to funding approval and timely disbursement, and any delays or cancellations could materially affect the business[150](index=150&type=chunk) - Volatility in shipping costs and delays in global shipping for vehicles and components could negatively impact financial results and business growth[155](index=155&type=chunk) [Legal and Regulatory Risks](index=34&type=section&id=Legal%20and%20Regulatory%20Risks) GreenPower is involved in legal proceedings with a **$310,000 contingent liability** for potential judgments, faces evolving regulatory compliance and cybersecurity risks, and actual warranty expenses may differ materially from estimates - The Company is involved in civil claims against a prior CEO and a former employee, and a claim from a lease customer, with no resolutions as of March 31, 2025[151](index=151&type=chunk) - A contingent liability of **$310,000** has been booked for potential legal judgments, with an additional potential liability of **$437,500** not provisioned as management considers successful defense probable[151](index=151&type=chunk) - Compliance with local regulatory and safety requirements is crucial, and changes in these requirements could become more onerous[152](index=152&type=chunk) - Cybersecurity risks, including system failures or data breaches, could adversely affect the business, despite no incidents to date[153](index=153&type=chunk) - Actual warranty expenses may differ materially from management's estimates, potentially negatively impacting financial results and position[154](index=154&type=chunk) [Events After the Reporting Period](index=35&type=section&id=Events%20After%20the%20Reporting%20Period) Subsequent to March 31, 2025, GreenPower saw **124,628 stock options forfeited**, repaid **$200,000** in advances, received **$1.75 million** in new related party loans with warrants and shares as inducements, obtained a **$125,000** short-term loan, and sold **216,007 common shares** for **$97,964** under the 2025 ATM - Between April 1, 2025, and July 30, 2025, **124,628 stock options** with a weighted average exercise price of **CDN $3.24** were forfeited[156](index=156&type=chunk) - Between May 21, 2025, and June 4, 2025, the Company repaid **$50,000** and **CAD $50,000** advances from FWP Acquisition and a **$150,000** advance from Koko[156](index=156&type=chunk) - Between May 15, 2025, and July 4, 2025, the Company received **$1.75 million** in loans from related parties (Countryman, Koko, FWP Acquisition, FWP Holdings), issuing **1,086,956 warrants ($0.46)**, **909,090 warrants ($0.44)**, **263,157 warrants ($0.38)**, **304,878 warrants ($0.41)**, and **234,447 common shares** as inducements[156](index=156&type=chunk) - On July 21, 2025, the Company received a short-term loan of **$125,000** from Countryman, intended for repayment within 30 days[156](index=156&type=chunk) - Subsequent to March 31, 2025, the Company sold **216,007 common shares** under the 2025 ATM for gross proceeds of **$97,964**[156](index=156&type=chunk)