Explanatory Note This section clarifies GreenPower's status as a Canadian foreign private issuer and standardizes financial reporting to U.S. dollars - **GreenPower** is a Canadian foreign private issuer, with common shares listed on **Nasdaq** (**GP**) and Toronto Stock Exchange (**GPV**). All financial amounts are presented in **United States dollars** unless otherwise indicated[22](index=22&type=chunk)[23](index=23&type=chunk) Forward-Looking Statements This section outlines the inherent risks and uncertainties associated with forward-looking statements, emphasizing potential divergence from actual results - This Annual Report contains forward-looking statements subject to inherent risks and uncertainties, which may cause actual results to differ materially from expectations[25](index=25&type=chunk) - Assumptions include maintaining projected production deliveries, expanding production capacity, consistent labor and material costs, and the ability to obtain financing on reasonable terms[26](index=26&type=chunk) - The company does not intend to update forward-looking statements to conform to actual results, except as required by applicable law[27](index=27&type=chunk) PART I [ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS](index=6&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) This item is not applicable to **GreenPower Motor Company Inc** - This item is explicitly stated as 'Not applicable'[29](index=29&type=chunk) [ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE](index=6&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This item is not applicable to **GreenPower Motor Company Inc** - This item is explicitly stated as 'Not applicable'[30](index=30&type=chunk) [ITEM 3. KEY INFORMATION](index=6&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section provides critical information for investors, including a detailed discussion of significant risk factors related to the company's business, financial condition, and common shares. It also notes that certain sub-items regarding capitalization, indebtedness, reasons for the offer, and use of proceeds are not applicable [ITEM 3.A. Reserved](index=6&type=section&id=ITEM%203.A.%20Reserved) This sub-item is reserved and explicitly noted as not applicable - This sub-item is reserved and explicitly stated as 'Not Applicable'[31](index=31&type=chunk) [ITEM 3.B. Capitalization and Indebtedness](index=6&type=section&id=ITEM%203.B.%20Capitalization%20and%20Indebtedness) This sub-item is explicitly noted as not applicable - This sub-item is explicitly stated as 'Not applicable'[31](index=31&type=chunk) [ITEM 3.C. Reasons for the offer and use of proceeds](index=6&type=section&id=ITEM%203.C.%20Reasons%20for%20the%20offer%20and%20use%20of%20proceeds) This sub-item is explicitly noted as not applicable - This sub-item is explicitly stated as 'Not applicable'[32](index=32&type=chunk) [ITEM 3.D. Risk Factors](index=7&type=section&id=ITEM%203.D.%20Risk%20Factors) This section details significant risks including unprofitability, going concern uncertainty, capital intensity, and supply chain dependencies - The company has not reached profitability, generated a loss of **$18.7 million** for **FY2025**, and has an accumulated deficit of **$97.4 million**, raising substantial doubt about its ability to continue as a going concern[35](index=35&type=chunk)[36](index=36&type=chunk)[39](index=39&type=chunk) - Operations are capital-intensive, requiring significant capital, which may not be available on acceptable terms, potentially forcing reduced spending or operational changes[37](index=37&type=chunk)[38](index=38&type=chunk) - Reduction or elimination of government subsidies and economic incentives (e.g., California **HVIP**) could materially adversely affect demand for electric vehicles and the company's financial performance[41](index=41&type=chunk)[43](index=43&type=chunk) - Dependence on third-party manufacturers in Asia for the majority of vehicle production exposes the company to risks related to quality, cost, timely delivery, and shipping[47](index=47&type=chunk) - The company is exposed to significant import tariffs, which have increased costs and caused delays, negatively impacting financial performance[66](index=66&type=chunk) - The operating line of credit is a demand facility, and the lender reduced the credit limit during **FY2025**, posing repayment risk and potential need for alternative financing or asset sales[71](index=71&type=chunk) - The market price of common shares may be volatile due to factors unrelated to operating performance, and a prolonged decline could hinder capital raising efforts[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) - The company does not intend to pay cash dividends in the near future, meaning shareholders will only realize a return through share sales[88](index=88&type=chunk) - There is a risk of being classified as a 'passive foreign investment company' (**PFIC**), which could have adverse U.S. federal income tax consequences for U.S. shareholders[89](index=89&type=chunk)[90](index=90&type=chunk) [ITEM 4. INFORMATION ON THE COMPANY](index=18&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section provides an overview of **GreenPower Motor Company Inc**, detailing its history, business operations, product lines, technological approach, and facilities. It highlights the company's evolution from a capital pool company to an all-electric vehicle manufacturer, its current product offerings in school, commercial goods, and passenger transport, and its strategic focus on purpose-built electric vehicles [ITEM 4.A. History and Development of Our Company](index=19&type=section&id=ITEM%204.A.%20History%20and%20Development%20of%20Our%20Company) This section traces **GreenPower's** corporate evolution, key milestones, and fluctuating vehicle deliveries and revenue - **GreenPower** was incorporated in **2010**, underwent a reverse takeover in **2014** to focus on electric vehicles, and listed on **Nasdaq** in **August 2020**[94](index=94&type=chunk)[96](index=96&type=chunk)[105](index=105&type=chunk) - The **EV Star** passed the Altoona Bus Test in **April 2020** with a score of **92.2**, making it the highest-scoring medium/heavy-duty vehicle at the time and the only all-electric Class **4** vehicle to pass[104](index=104&type=chunk) - In **FY2022**, **GreenPower** partnered with West Virginia for an **80,000 sq ft** school bus manufacturing facility, including employment incentives and vehicle purchase commitments[108](index=108&type=chunk) - Vehicle deliveries and revenue have fluctuated, with **FY2025** seeing **84** vehicles delivered and **$19.8 million** in revenue, a **49.5% decline** from **FY2024**, while school bus sales increased[111](index=111&type=chunk) Annual Vehicle Deliveries and Revenue: | Fiscal Year Ended March 31 | Vehicles Delivered | Annual Revenue ($M) | | :------------------------- | :----------------- | :------------------ | | **2023** | **299** | **39.7** | | **2024** | **222** | **39.3** | | **2025** | **84** | **19.8** | [ITEM 4.B. Business Overview](index=22&type=section&id=ITEM%204.B.%20Business%20Overview) This section describes **GreenPower's** core business of designing and distributing purpose-built electric vehicles, highlighting product lines and market drivers - **GreenPower** designs, builds, and distributes purpose-built, all-electric medium and heavy-duty vehicles, including transit, school, shuttles, cargo vans, and cab & chassis, using a clean-sheet design and global suppliers[115](index=115&type=chunk) - The company's vehicles offer benefits such as low total cost-of-ownership, lower maintenance, reduced fuel expenses, and compliance with zero-emission mandates[116](index=116&type=chunk) - **GreenPower** vehicles are eligible for various government funding programs and incentives, including California **HVIP**, **EPA's Clean School Bus Program**, and **Transport Canada iMHZEV**[116](index=116&type=chunk) - The school bus line includes the **Type-D BEAST** (**150-mile** range, **193.5-kWh** battery), **Mega-BEAST** (**300-mile** range, **387-kWh** battery with V2G), and **Type A Nano BEAST** (**150-mile** range, **118-kWh** battery)[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) - The commercial goods line, built on the **EV Star** platform, offers various models (Cab & Chassis, Cargo, Reefer) with up to **150-mile** range, Buy America compliance, and Altoona testing[121](index=121&type=chunk) - The commercial passenger line includes the **EV Star** Passenger Van, **EV Star** Mobility Plus, **30-ft EV250**, **40-ft EV350**, and **45-ft** double-decker **EV550**, all featuring low center of gravity and easy battery maintenance[122](index=122&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - **GreenPower** consolidated its California operations into a new **Riverside, CA** facility in **Q4 FY2025**, expecting immediate rent reduction and future savings in transportation, travel, and administrative expenses[132](index=132&type=chunk)[163](index=163&type=chunk) - The company maintains a network of dealers across the US and Canada and has a significant partnership with West Virginia for school bus manufacturing, including employment incentives and vehicle purchase commitments[136](index=136&type=chunk)[137](index=137&type=chunk) - Government regulations, particularly in California, are driving the transition to zero-emission vehicles, with mandates for public transit agencies (**100% ZEB by 2040**) and airport shuttles (**100% ZEV by 2035**)[143](index=143&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk) [ITEM 4.C. Organizational Structure](index=30&type=section&id=ITEM%204.C.%20Organizational%20Structure) This section outlines **GreenPower's** corporate structure, detailing its incorporation in Canada and its network of wholly-owned subsidiaries across multiple countries - **GreenPower Motor Company Inc.** is incorporated in British Columbia, Canada, and operates through several wholly-owned subsidiaries across Canada, the United States (Delaware, Utah, Nevada, West Virginia, California), India, and China[165](index=165&type=chunk)[167](index=167&type=chunk)[414](index=414&type=chunk) [ITEM 4.D. Property, Plant and Equipment](index=30&type=section&id=ITEM%204.D.%20Property%2C%20Plant%20and%20Equipment) This section details **GreenPower's** leased corporate and operational facilities, including its West Virginia manufacturing plant and capital expenditures - The corporate office is leased in **Vancouver, BC**, Canada, with the current lease expiring on **April 30, 2026**[165](index=165&type=chunk) - The U.S. operations, manufacturing, sales, marketing, and support office is leased in **Riverside, CA**, with the current lease expiring in **December 2029**[166](index=166&type=chunk) - An **80,000 square foot** manufacturing facility in **South Charleston, West Virginia**, is used for North American school bus manufacturing, with title transferring to **GreenPower** once lease and incentive payments total **$6.7 million**[168](index=168&type=chunk) - Principal capital expenditures are in the manufacturing of electric vehicles, EV equipment, automobiles, and tools, with a carrying value of **$1.3 million** as at **March 31, 2025**[169](index=169&type=chunk) [ITEM 4.A. UNRESOLVED STAFF COMMENTS](index=31&type=section&id=ITEM%204.A.%20UNRESOLVED%20STAFF%20COMMENTS) This item is explicitly noted as not applicable - This item is explicitly stated as 'N/A'[170](index=170&type=chunk) [ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](index=31&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section provides a detailed analysis of **GreenPower's** financial condition and operational results, highlighting a significant decline in revenue and gross profit for **FY2025**, ongoing losses, and substantial doubt about its going concern ability. It also covers liquidity, capital resources, and product development investments [ITEM 5.A. Operating Results](index=33&type=section&id=ITEM%205.A.%20Operating%20Results) This section analyzes **GreenPower's** financial performance, detailing significant declines in revenue and gross profit, alongside changes in expenses and other income Key Financial Performance (FY2023-FY2025): | Metric | FY2025 ($) | FY2024 ($) | FY2023 ($) | YoY Change (2025 vs 2024) | YoY Change (2024 vs 2023) | | :---------------------- | :----------- | :----------- | :----------- | :------------------------ | :------------------------ | | Revenue | **19,847,279** | **39,271,839** | **39,695,890** | **-49.5%** | **-1.1%** | | Cost of Sales | **17,650,661** | **33,914,237** | **32,445,836** | **-48.0%** | **4.5%** | | 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%** | | Loss from Operations | (**17,919,514**) | (**16,802,375**) | (**13,285,226**) | **6.6%** | **26.5%** | | Net Loss for the Year | (**18,663,448**) | (**18,342,796**) | (**15,043,857**) | **1.7%** | **21.9%** | | Loss per Common Share | (**0.68**) | (**0.74**) | (**0.64**) | **-8.1%** | **15.6%** | | Weighted Avg. Shares | **27,580,203** | **24,950,961** | **23,522,755** | **10.5%** | **6.1%** | - Revenue decreased by **49.5%** in **FY2025** due to **138 fewer vehicle deliveries**, primarily from no **EV Star** CC sales to **Workhorse**, compared to **105 units** in the prior year[180](index=180&type=chunk) - Gross profit margin declined to **11.1%** in **FY2025** from **13.6%** in **FY2024**, attributed to lower sales, negative gross profit at **GP Truck Body**, an inventory writedown of **$530,675**, and low gross profit margin at **GreenPower** West Virginia[182](index=182&type=chunk)[184](index=184&type=chunk) - Salaries and administration expenses increased by **12.5%** in **FY2025** due to salary increases for existing employees and increased labor costs in the West Virginia subsidiary[185](index=185&type=chunk) - Product development costs declined by **26.1%** in **FY2025**, primarily due to a significant reduction in warranty accrual (resulting from lower sales) and lower other product development costs[189](index=189&type=chunk) - Interest and accretion expense increased by **40.0%** in **FY2025**, primarily attributable to higher interest incurred on related party loans and increased utilization of the line of credit facility[195](index=195&type=chunk) - Other income of **$1,391,746** in **FY2025** resulted from the derecognition of a contingent liability related to the dissolution of **Lion Truck Body**[197](index=197&type=chunk) - 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 certain overdue customer accounts[203](index=203&type=chunk) [ITEM 5.B. Liquidity and capital resources](index=40&type=section&id=ITEM%205.B.%20Liquidity%20and%20capital%20resources) This section assesses **GreenPower's** financial liquidity and capital resources, highlighting its cash position, working capital, and ongoing need for additional financing - As of **March 31, 2025**, the company had a cash balance of **$344,244** and working capital of **$8.1 million**, but an accumulated deficit of **$97.4 million** and a shareholders' deficit of **$1.6 million**, indicating substantial doubt about its ability to continue as a going concern[176](index=176&type=chunk)[210](index=210&type=chunk)[573](index=573&type=chunk) - The operating line of credit had a drawn balance of **$5,983,572** against a **$6,000,000** limit, and a revolving term loan facility of up to **$5 million** was available for working capital[210](index=210&type=chunk) - Subsequent to **March 31, 2025**, the company received loans totaling **$1.75 million** in aggregate from related parties, issuing warrants and common shares as inducements[215](index=215&type=chunk)[229](index=229&type=chunk) - Cash flow used in operating activities amounted to **$6.0 million** for **FY2025**, primarily due to the net loss, partially offset by non-cash items and changes in working capital (inventory and accounts receivable)[231](index=231&type=chunk) - Cash flow from financing activities amounted to **$5.1 million** for **FY2025**, driven by **$5.3 million** from common share issuance and **$1.4 million** from related party loans, partially offset by line of credit repayments and lease liability payments[236](index=236&type=chunk) - The company anticipates needing to raise additional capital in the near-term to meet growth objectives, including for working capital investments, business expansion, and hiring[164](index=164&type=chunk)[211](index=211&type=chunk) [ITEM 5.C. Research and development, patents and licenses, etc.](index=45&type=section&id=ITEM%205.C.%20Research%20and%20development%2C%20patents%20and%20licenses%2C%20etc.) This section outlines **GreenPower's** research and development activities, including in-house efforts, external validation, and intellectual property protection - The majority of research and development is conducted in-house, with external engineering firms assisting with validation and certification[139](index=139&type=chunk) - The company has a patent on a proprietary designed parking pawl for electric vehicles and may seek further intellectual property protection[239](index=239&type=chunk) Product Development Costs: | Fiscal Year Ended March 31 | Product Development Costs ($) | | :------------------------- | :---------------------------- | | **2025** | **1,339,200** | | **2024** | **1,811,472** | | **2023** | **2,090,338** | [ITEM 5.D. Trend information](index=45&type=section&id=ITEM%205.D.%20Trend%20information) This section states that no new material trends or uncertainties are identified beyond those already disclosed in other report sections - The company is not aware of any trends, commitments, events, or uncertainties expected to materially affect its business, financial condition, or results of operations, beyond those already disclosed in the 'Risk Factors' and 'Quantitative and Qualitative Disclosures About Market Risk' sections[240](index=240&type=chunk) [ITEM 5.E. Critical Accounting Estimates](index=45&type=section&id=ITEM%205.E.%20Critical%20Accounting%20Estimates) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[241](index=241&type=chunk) [ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES](index=46&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details the composition of **GreenPower's** board of directors and senior management, their compensation, board practices, employee numbers, and share ownership. It highlights the experience of key personnel, the company's compensation structure including stock options, and the governance framework [ITEM 6.A. Directors and Senior Management](index=46&type=section&id=ITEM%206.A.%20Directors%20and%20Senior%20Management) This section identifies **GreenPower's** key directors and senior management, highlighting their experience and recent personnel changes - Key management includes **Fraser Atkinson** (CEO, Chairman), **Brendan Riley** (President), **Michael Sieffert** (CFO, Secretary), and **Yanyan Zhang** (VP Program Management)[242](index=242&type=chunk)[243](index=243&type=chunk) - Directors and senior management possess significant experience in the electric vehicle industry, corporate finance, and business development[244](index=244&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk)[250](index=250&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk) - **Claus Tritt**, Vice President of Medium Duty and Commercial Vehicle Sales, resigned from **GreenPower** on **April 18, 2025**[243](index=243&type=chunk)[252](index=252&type=chunk) - There are no family relationships between any of the directors and senior management[253](index=253&type=chunk) [ITEM 6.B. Compensation](index=49&type=section&id=ITEM%206.B.%20Compensation) This section details the compensation structure for **GreenPower's** management and directors, including salaries, bonuses, and stock option grants Management and Director Compensation (FY2025): | Name and Position | Year | Salary, Consulting Fee, Retainer or Commission ($) | Bonus ($) | Committee or Meeting Fees ($) | Value of All Other Compensation ($) | Total Compensation ($) | | :---------------------------- | :--- | :------------------------------------------------- | :-------- | :---------------------------- | :---------------------------------- | :--------------------- | | **Fraser Atkinson** (CEO, Chairman & Director) | **2025** | **450,000** | Nil | Nil | Nil | **450,000** | | **Brendan Riley** (President & Director) | **2025** | **350,000** | Nil | Nil | **2,000** | **352,000** | | **Michael Sieffert** (CFO & Secretary) | **2025** | **215,730** | Nil | Nil | **2,797** | **218,527** | | **Mark Achtemichuk** (Director) | **2025** | **26,250** | Nil | Nil | Nil | **26,250** | | **Malcolm Clay** (Director) | **2025** | **33,750** | Nil | Nil | Nil | **33,750** | | **David Richardson** (Director) | **2025** | **26,250** | Nil | Nil | Nil | **26,250** | | **Sebastian Giordano** (Director) | **2025** | **7,292** | Nil | Nil | Nil | **7,292** | | **Cathy McLay** (Director) | **2025** | **22,500** | Nil | Nil | Nil | **22,500** | | **Yanyan Zhang** (VP Program Management) | **2025** | **175,000** | Nil | Nil | **2,115** | **177,115** | | **Claus Tritt** (VP Medium Duty and Commercial Vehicle Sales) | **2025** | **150,020** | Nil | Nil | **115** | **150,135** | - Employment agreements for the CEO, President, and CFO include annual base fees (**US$450,000**, **US$350,000**, and **CDN$300,000** respectively) and eligibility for cash bonuses and stock option grants[260](index=260&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk) - On **March 14, 2025**, **800,000** stock options were granted to officers, directors, employees, and consultants with a **five-year** term and an exercise price of **CDN$0.78** per share, vesting over **four months** to **one year**[225](index=225&type=chunk)[226](index=226&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk) - **Claus Tritt's** unvested stock options issued on **March 14, 2025**, expired upon his resignation on **April 18, 2025**[270](index=270&type=chunk) - The company has no contracts or arrangements providing benefits to directors or management upon termination of employment[266](index=266&type=chunk) [ITEM 6.C. Board Practices](index=53&type=section&id=ITEM%206.C.%20Board%20Practices) This section describes **GreenPower's** board governance, including director terms, officer appointments, and the composition of its key committees - Directors hold office until the next annual general meeting, and officers are appointed at the discretion of the board of directors[272](index=272&type=chunk) - The company has a Nominating Committee, a Compensation Committee, and an Audit Committee[274](index=274&type=chunk) - All Audit Committee members (**Malcolm Clay**, **Mark Achtemichuk**, **Sebastian Giordano**) are independent and financially literate, with **Malcolm Clay** designated as an audit committee financial expert[277](index=277&type=chunk)[278](index=278&type=chunk)[440](index=440&type=chunk) - The Audit Committee reviews the performance of external auditors, approves non-audit services, and considers auditor independence[280](index=280&type=chunk) [ITEM 6.D. Employees](index=55&type=section&id=ITEM%206.D.%20Employees) This section provides an overview of **GreenPower's** employee count, non-unionized workforce, and geographical distribution of its offices Employee Count (FY2023-FY2025): | Fiscal Year Ended March 31 | Number of Employees | | :------------------------- | :------------------ | | **2025** | **113** | | **2024** | **116** | | **2023** | **112** | - The company's employees are not members of a labor union[281](index=281&type=chunk) - The workforce is based out of corporate, sales, manufacturing, and service offices in **Vancouver** (Canada), **Riverside** (CA), **Porterville** (CA), and **South Charleston** (WV)[281](index=281&type=chunk) [ITEM 6.E. Share Ownership](index=56&type=section&id=ITEM%206.E.%20Share%20Ownership) This section details the share ownership of major shareholders and outlines the company's equity incentive plans for directors, officers, and employees Major Shareholders and Share Ownership (as of July 23, 2025): | Name and Office Held | Number of Common Shares Owned | % of Total Outstanding Common Shares | Common Shares that the individual has the right to acquire within 60 days (Stock Options) | | :---------------------------- | :---------------------------- | :----------------------------------- | :-------------------------------------------------------------------------------------- | | **Fraser Atkinson** (CEO, Chairman and Director) | **3,271,724** | **10.9%** | **288,750** | | **Brendan Riley** (President and Director) | **81,716** | * | **288,750** | | **Michael Sieffert** (CFO and Secretary) | **23,587** | * | **288,750** | | **Mark Achtemichuk** (Director) | **82,078** | * | **193,750** | | **Malcolm Clay** (Director) | **605,915** | **2.0%** | **193,750** | | **Sebastian Giordano** (Director) | * | * | **193,750** | | **David Richardson** (Director) | **2,873,097** | **9.6%** | **193,750** | | **Yanyan Zhang** (VP Program Management) | **12,073** | * | **74,107** | | **Claus Tritt** (VP of Sales) | * | * | Nil | (* denotes less than **1%** of class of shares owned) - The company has **two** incentive stock option plans (**2023** and **2022 Equity Incentive Plans**) for granting equity-based awards to directors, officers, employees, and consultants[288](index=288&type=chunk)[289](index=289&type=chunk)[290](index=290&type=chunk) - The **2022 Plan** 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**)[290](index=290&type=chunk) [ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS](index=60&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section identifies major shareholders, primarily **Fraser Atkinson** and **David Richardson**, and details significant related party transactions. These include loans from entities beneficially owned by the CEO and Chairman, personal guarantees for the company's line of credit, and recent term loan offerings with related party lenders involving warrants and common shares [ITEM 7.A. Major Shareholders](index=60&type=section&id=ITEM%207.A.%20Major%20Shareholders) This section identifies **GreenPower's** major shareholders, **Fraser Atkinson** and **David Richardson**, detailing their respective ownership percentages Major Shareholders (as of July 8, 2025): | Name of Shareholder | Number of Common Shares Owned | % of Total Outstanding Common Shares | Common Shares that the individual has the right to acquire within 60 days (Stock Options) | | :------------------ | :---------------------------- | :----------------------------------- | :-------------------------------------------------------------------------------------- | | **Fraser Atkinson** | **3,271,724** | **10.9%** | **288,750** | | **David Richardson** | **2,873,097** | **9.6%** | **193,750** | - **Fraser Atkinson's** ownership includes direct holdings and shares held through various private companies he owns or controls[294](index=294&type=chunk) - **David Richardson's** ownership includes direct holdings and shares held indirectly through Countryman Investments Ltd[295](index=295&type=chunk) - The voting rights of major shareholders do not differ from the voting rights of other common share holders[295](index=295&type=chunk) [ITEM 7.B. Related Party Transactions](index=61&type=section&id=ITEM%207.B.%20Related%20Party%20Transactions) This section details **GreenPower's** related party transactions, including loans from entities controlled by the CEO and personal guarantees for the line of credit Related Party Compensation (FY2023-FY2025): | Category | FY2025 ($) | FY2024 ($) | FY2023 ($) | | :------------------------ | :--------- | :--------- | :--------- | | 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** | - As of **March 31, 2025**, **$454,894** was owed to officers, directors, and companies controlled by officers and directors, which is non-interest bearing, unsecured, and has no fixed terms of repayment[300](index=300&type=chunk)[575](index=575&type=chunk) - During **FY2025**, the company received loans totaling **CAD$475,000** and **US$250,000** from entities beneficially owned by the CEO and Chairman, bearing **12.0%** interest[301](index=301&type=chunk)[576](index=576&type=chunk) - Loans from FWP Holdings (beneficially owned by the CEO) with a principal balance of **CAD$3,670,000** matured on **March 31, 2023**, but remain outstanding and are considered non-current liabilities due to a subordination agreement[301](index=301&type=chunk)[576](index=576&type=chunk) - **Fraser Atkinson** (CEO) and **David Richardson** (Director) have each provided personal guarantees of **$2,510,000**, totaling **$5,020,000**, to support the company's operating line of credit[304](index=304&type=chunk)[580](index=580&type=chunk) - Subsequent to **FY2025**, the company secured a **$1.75 million** term loan offering from related parties, involving the issuance of warrants and common shares as inducements[305](index=305&type=chunk)[310](index=310&type=chunk)[581](index=581&type=chunk) [ITEM 8. FINANCIAL INFORMATION](index=63&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section confirms the preparation of consolidated financial statements in accordance with **IFRS**, includes the auditor's report, and states that no significant changes have occurred since the financial statement date, other than those disclosed in the report [ITEM 8.A. Consolidated Statements and Other Financial Information](index=63&type=section&id=ITEM%208.A.%20Consolidated%20Statements%20and%20Other%20Financial%20Information) This section confirms the preparation of consolidated financial statements under **IFRS** and details ongoing legal proceedings and contingent liabilities - Consolidated financial statements for **FY2023-2025** are prepared in accordance with International Financial Reporting Standards (**IFRS**) and audited by **BDO Canada LLP**[308](index=308&type=chunk) - The company has not paid any dividends on its common shares since incorporation and does not intend to declare or pay any cash dividends in the foreseeable future[312](index=312&type=chunk) - Ongoing legal proceedings include a civil claim against a prior CEO/Director and a claim from a customer following vehicle repossession due to non-payment[311](index=311&type=chunk)[597](index=597&type=chunk)[599](index=599&type=chunk) - As of **March 31, 2025**, a contingent liability of **$310,000** was booked for potential legal judgments, with an additional potential liability of **$437,500** related to other legal matters[311](index=311&type=chunk)[600](index=600&type=chunk)[601](index=601&type=chunk) [ITEM 8.B. Significant Changes](index=64&type=section&id=ITEM%208.B.%20Significant%20Changes) This section states that no significant changes have occurred since the financial statement date, beyond those already disclosed - No significant changes have occurred since the date of the consolidated financial statements, except as disclosed elsewhere in this Annual Report[313](index=313&type=chunk) [ITEM 9. THE OFFER AND LISTING](index=64&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) This section details the listing history of **GreenPower's** common shares on the **TSX Venture Exchange** and **Nasdaq Capital Market**. It also notes that sub-items regarding plan of distribution, selling shareholders, dilution, and expenses of the issue are not applicable [ITEM 9.A. Offer and Listing](index=64&type=section&id=ITEM%209.A.%20Offer%20and%20Listing) This section outlines the listing history of **GreenPower's** common shares on the **TSX Venture Exchange** and **Nasdaq Capital Market** - **GreenPower's** common shares have been listed for trading on the **TSX Venture Exchange** under the symbol '**GPV**' since **December 30, 2014**[314](index=314&type=chunk) - On **August 28, 2020**, the company's shares began trading on the **Nasdaq Capital Market** under the symbol '**GP**' and ceased trading on the OTCQB[314](index=314&type=chunk) - **Computershare Investor Services Inc.** is the transfer agent for the common shares[315](index=315&type=chunk) [ITEM 9.B. Plan of Distribution](index=64&type=section&id=ITEM%209.B.%20Plan%20of%20Distribution) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[316](index=316&type=chunk) [ITEM 9.C. Markets](index=65&type=section&id=ITEM%209.C.%20Markets) This section refers to **Item 9.A** for information regarding markets - Information regarding markets is provided under **Item 9.A.**[317](index=317&type=chunk) [ITEM 9.D. Selling Shareholders](index=65&type=section&id=ITEM%209.D.%20Selling%20Shareholders) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[318](index=318&type=chunk) [ITEM 9.E. Dilution](index=65&type=section&id=ITEM%209.E.%20Dilution) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[319](index=319&type=chunk) [ITEM 9.F. Expenses of the Issue](index=65&type=section&id=ITEM%209.F.%20Expenses%20of%20the%20Issue) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[320](index=320&type=chunk) [ITEM 10. ADDITIONAL INFORMATION](index=65&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section provides supplementary information about **GreenPower**, including its corporate governance documents, share structure, borrowing powers, and details on Canadian exchange controls and taxation for U.S. residents. It also lists material contracts and subsidiary information [ITEM 10.A. Share Capital](index=65&type=section&id=ITEM%2010.A.%20Share%20Capital) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[321](index=321&type=chunk) [ITEM 10.B. Memorandum and Articles of Association](index=65&type=section&id=ITEM%2010.B.%20Memorandum%20and%20Articles%20of%20Association) This section details **GreenPower's** corporate governance, including share structure, voting rights, and directors' borrowing powers - **GreenPower** is incorporated under the **Business Corporations Act (British Columbia)** with an authorized capital of an unlimited number of common shares and preferred shares without par value[322](index=322&type=chunk)[327](index=327&type=chunk) - Holders of common shares are entitled to **one vote per share**, dividends, and remaining property upon dissolution, with no call, assessment, pre-emptive, or conversion rights[328](index=328&type=chunk) - Preferred shares have preferential rights on liquidation but generally no voting rights, except for such rights relating to the election of directors on a default in payment of dividends[329](index=329&type=chunk)[330](index=330&type=chunk) - Directors have broad powers to borrow money, issue debt obligations, and mortgage or charge company assets[325](index=325&type=chunk)[331](index=331&type=chunk) - There is no mandatory retirement age for directors, and they are not required to own company securities[326](index=326&type=chunk) - The quorum for shareholder meetings is **two persons** representing at least **5%** of issued voting shares, or **one person** if only **one** shareholder is entitled to vote[336](index=336&type=chunk) [ITEM 10.C. Material Contracts](index=67&type=section&id=ITEM%2010.C.%20Material%20Contracts) This section states that no material contracts, beyond ordinary course business and employment agreements, have been entered into in the last **two years** - The company has not entered into any material contracts during the last **two years**, except for those in the ordinary course of business and employment/consulting agreements with directors and senior management[341](index=341&type=chunk) [ITEM 10.D. Exchange Controls](index=68&type=section&id=ITEM%2010.D.%20Exchange%20Controls) This section outlines Canadian exchange control regulations, including capital movement, remittances, and the **Investment Canada Act's** review thresholds - Canadian law does not restrict the export or import of capital, or the remittance of dividends, interest, or other payments to non-resident holders, other than withholding tax requirements[343](index=343&type=chunk) - The **Investment Canada Act** regulates non-Canadian acquisitions of Canadian businesses, with review thresholds varying based on the value of acquired assets and the investor's WTO status[346](index=346&type=chunk)[349](index=349&type=chunk)[350](index=350&type=chunk)[351](index=351&type=chunk) - The Act includes national security provisions for investments deemed injurious to national security, which may trigger a review regardless of other thresholds[353](index=353&type=chunk) [ITEM 10.E. Taxation](index=69&type=section&id=ITEM%2010.E.%20Taxation) This section details Canadian and U.S. tax implications for shareholders, including withholding taxes and potential Passive Foreign Investment Company (**PFIC**) status - Dividends paid to U.S. Holders are subject to Canadian withholding tax, generally **15%**, or **5%** for corporate beneficial owners holding at least **10%** of voting stock, under the **Canada-U.S. Tax Convention**[359](index=359&type=chunk) - U.S. Holders are generally not subject to Canadian tax on capital gains from dispositions unless the security is 'taxable Canadian property' and they are not entitled to relief under the Tax Treaty[360](index=360&type=chunk) - The company may be classified as a 'passive foreign investment company' (**PFIC**) if **75%** or more of its gross income is passive or **50%** or more of its assets produce passive income[378](index=378&type=chunk) - **PFIC** status is determined annually and can significantly increase U.S. income tax on excess distributions and gains, with complex rules and potential burdensome reporting requirements[381](index=381&type=chunk)[382](index=382&type=chunk)[383](index=383&type=chunk)[384](index=384&type=chunk) - U.S. Holders may be able to mitigate **PFIC** adverse effects through 'mark-to-market' or 'purging' elections, but the company does not intend to provide information for a 'qualified electing fund' election[386](index=386&type=chunk)[390](index=390&type=chunk)[391](index=391&type=chunk) - U.S. Holders are urged to consult their own tax advisors regarding the complex **PFIC** rules and other U.S. federal income tax considerations[393](index=393&type=chunk)[402](index=402&type=chunk) [ITEM 10.F. Dividends and Paying Agents](index=78&type=section&id=ITEM%2010.F.%20Dividends%20and%20Paying%20Agents) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[402](index=402&type=chunk) [ITEM 10.G. Statement by Experts](index=78&type=section&id=ITEM%2010.G.%20Statement%20by%20Experts) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[403](index=403&type=chunk) [ITEM 10.H. Documents on Display](index=78&type=section&id=ITEM%2010.H.%20Documents%20on%20Display) This section indicates where the Annual Report's referenced documents can be inspected and found online - Documents referred to in this Annual Report may be inspected at the company's offices in **Vancouver, BC**[404](index=404&type=chunk) - The company's filings can also be found on the SEC's Internet site at **http://www.sec.gov**[405](index=405&type=chunk) [ITEM 10.I. Subsidiary Information](index=78&type=section&id=ITEM%2010.I.%20Subsidiary%20Information) This section lists **GreenPower's** wholly-owned subsidiaries across Canada, the United States, India, and China - **GreenPower Motor Company Inc.** has wholly-owned subsidiaries incorporated in Canada, the United States (Delaware, Utah, Nevada, West Virginia), India, and China[406](index=406&type=chunk)[407](index=407&type=chunk)[414](index=414&type=chunk) [ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=79&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) **GreenPower** is exposed to credit risk (minimal for cash, assessed for receivables), liquidity risk (dependent on capital raising and cash flow from operations due to going concern uncertainty), interest rate risk (affecting line of credit and term loan), and foreign exchange risk (due to operations in US and Canada) - The company's exposure to credit risk is on its cash, accounts receivable, promissory note receivable, and finance lease receivables, with minimal risk for cash held in major financial institutions[408](index=408&type=chunk)[409](index=409&type=chunk) - Liquidity risk is significant, as the company's continuation as a going concern is dependent on future cash flows from operations and obtaining necessary financing[410](index=410&type=chunk) Undiscounted Financial Commitments (as of March 31, 2025): | Category | 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** | - A **1%** change in the base rate or prime rate applicable to the line of credit and term loan facility would result in a change of approximately **$97,000** to comprehensive income/loss[412](index=412&type=chunk) - The company is exposed to foreign exchange risk, particularly with CDN dollars, and a **10%** change in the CDN/USD exchange rate would result in a change of approximately **$396,800** to comprehensive income/loss[415](index=415&type=chunk)[416](index=416&type=chunk) [ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES](index=80&type=section&id=ITEM%2012.%20DESCRIPTION%20OF%20SECURITIES%20OTHER%20THAN%20EQUITY%20SECURITIES) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[417](index=417&type=chunk) PART II [ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES](index=80&type=section&id=ITEM%2013.%20DEFAULTS%2C%20DIVIDEND%20ARREARAGES%20AND%20DELINQUENCIES) There have been no defaults with respect to dividends, arrearages, or delinquencies since the company's amalgamation on **December 23, 2014** - There have been no defaults with respect to dividends, arrearages, or delinquencies since the amalgamation of Oakmont Minerals Corp. and **GreenPower Motor Company Inc.** on **December 23, 2014**[419](index=419&type=chunk) [ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS](index=80&type=section&id=ITEM%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS) There have been no material modifications to security holder rights since **December 2014**. The company raised **$3.0 million** in **October 2024** and **$2.3 million** in **May 2024** through common share and unit offerings, respectively, with proceeds used for production of electric vehicles, product development, and general corporate purposes - There have been no material modifications to the rights of security holders since the amalgamation on **December 23, 2014**[420](index=420&type=chunk) - In **October 2024**, the company issued **3,000,000** common shares in an underwritten offering for gross proceeds of **$3,000,000**, and also issued **150,000** warrants to the underwriter[422](index=422&type=chunk) - In **May 2024**, the company issued **1,500,000 units** (common shares and warrants) in an underwritten offering for gross proceeds of **$2,325,750**[424](index=424&type=chunk) - Proceeds from ATM offerings in **FY2023** and **FY2024** were used for the production of all-electric vehicles (**EV Star** cab and chassis, **EV Star** cargo, **EV Stars**, and school buses), product development, and general corporate purposes[425](index=425&type=chunk) - A new **2025 ATM** filing allows for the issuance of up to **$850,000** of equity, with **$97,964** raised subsequent to **March 31, 2025**[426](index=426&type=chunk) [ITEM 15. CONTROLS AND PROCEDURES](index=81&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that **GreenPower's** disclosure controls and procedures were not effective as of **March 31, 2025**, due to material weaknesses in internal control over financial reporting. These weaknesses include ineffective controls for inventory accounting, revenue recognition, complex/unusual transactions, and error prevention/detection. Remediation efforts are underway, involving external consultants and hiring additional accounting resources - Management determined that disclosure controls and procedures were not effective as of **March 31, 2025**, due to material weaknesses in internal control over financial reporting[428](index=428&type=chunk)[432](index=432&type=chunk) - Material weaknesses include ineffective controls for inventory accounting (costing, existence, verification), revenue recognition (supporting documentation), complex/unusual transactions, and preventing/detecting accounting errors[432](index=432&type=chunk)[436](index=436&type=chunk) - Remediation efforts include retaining an external financial controls consultant to review and enhance control design, and hiring additional qualified accounting resources[434](index=434&type=chunk)[437](index=437&type=chunk) - This Annual Report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting[435](index=435&type=chunk) [ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT](index=83&type=section&id=ITEM%2016A.%20AUDIT%20COMMITTEE%20FINANCIAL%20EXPERT) **Malcolm Clay** has been designated as an audit committee financial expert, and all Audit Committee members (**Malcolm Clay**, **Mark Achtemichuk**, **Sebastian Giordano**) meet independence standards and are financially literate - **Malcolm Clay** qualifies as an audit committee financial expert pursuant to **Items 16A(b)** and **(c)** of **Form 20-F**[440](index=440&type=chunk) - All Audit Committee members meet the independence standards under **Rule 10A-3** and are financially literate under applicable Canadian laws[440](index=440&type=chunk) [ITEM 16B. CODE OF ETHICS](index=83&type=section&id=ITEM%2016B.%20CODE%20OF%20ETHICS) **GreenPower** has adopted a Code of Ethics and Business Conduct that applies to all its directors, senior officers, and employees, meeting the requirements of **Item 16B** of **Form 20-F** - The company has adopted a Code of Ethics and Business Conduct that applies to all directors, senior officers, and employees, meeting the requirements for a 'code of ethics' in **Item 16B** of **Form 20-F**[441](index=441&type=chunk) [ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES](index=83&type=section&id=ITEM%2016C.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) **BDO Canada LLP** served as the principal accountant for the audit of **GreenPower's** consolidated financial statements. Audit fees increased from **$267,450** in **FY2023** to **$429,789** in **FY2025**. The Audit Committee pre-approves all audit and permissible non-audit services - **BDO Canada LLP** was the principal accountant for the audit of **GreenPower's** consolidated financial statements during the **years** ended **March 31, 2025**, **2024**, and **2023**[442](index=442&type=chunk) Principal Accountant Fees: | Fiscal Year Ended March 31 | Audit Fees ($) | Audit Related Fees ($) | Total ($) | | :------------------------- | :------------- | :--------------------- | :-------- | | **2025** | **429,789** | **18,618** | **448,407** | | **2024** | **361,211** | **57,276** | **418,487** | | **2023** | **267,450** | - | **267,450** | - The Audit Committee's policy is to pre-approve all audit and permissible non-audit services to be performed by the independent auditors[446](index=446&type=chunk) [ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES](index=84&type=section&id=ITEM%2016D.%20EXEMPTIONS%20FROM%20THE%20LISTING%20STANDARDS%20FOR%20AUDIT%20COMMITTEES) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[447](index=447&type=chunk) [ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS](index=84&type=section&id=ITEM%2016E.%20PURCHASES%20OF%20EQUITY%20SECURITIES%20BY%20THE%20ISSUER%20AND%20AFFILIATED%20PURCHASERS) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[448](index=448&type=chunk) [ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT](index=84&type=section&id=ITEM%2016F.%20CHANGE%20IN%20REGISTRANT%27S%20CERTIFYING%20ACCOUNTANT) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[449](index=449&type=chunk) [ITEM 16G. CORPORATE GOVERNANCE](index=84&type=section&id=ITEM%2016G.%20CORPORATE%20GOVERNANCE) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[450](index=450&type=chunk) [ITEM 16H. MINE SAFETY DISCLOSURE](index=84&type=section&id=ITEM%2016H.%20MINE%20SAFETY%20DISCLOSURE) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[451](index=451&type=chunk) [ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](index=84&type=section&id=ITEM%2016I.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[452](index=452&type=chunk) [ITEM 16J. INSIDER TRADING POLICIES](index=84&type=section&id=ITEM%2016J.%20INSIDER%20TRADING%20POLICIES) **GreenPower** has not adopted formal insider trading policies, as neither **Nasdaq** nor **TSX Venture Exchange** requires them - **GreenPower** has not adopted insider trading policies or procedures that govern the purchase, sale, and other dispositions of its securities by directors, senior management, and employees[453](index=453&type=chunk) - Neither the **Nasdaq Stock Exchange** nor the **TSX Venture Exchange** requires its listed companies to adopt an insider trading policy[453](index=453&type=chunk) [ITEM 16K. CYBERSECURITY](index=84&type=section&id=ITEM%2016K.%20CYBERSECURITY) **GreenPower** has not adopted a formal cybersecurity policy due to its size and limited resources, but it employs measures like anti-virus software, cloud-based systems, and an IT supervisor. The company is not aware of any material cybersecurity incidents to date but acknowledges future risks - **GreenPower** has not adopted a formal cybersecurity policy due to its relatively small size and limited resources[454](index=454&type=chunk) - Cybersecurity risk management includes utilizing commercially available anti-virus software, cloud-based systems, and engaging a technical IT supervisor[454](index=454&type=chunk) - The company is not aware of any existing or previous cybersecurity incidents that have materially affected its business, strategy, operations, or financial condition, but acknowledges potential future risks[455](index=455&type=chunk) PART III [ITEM 17. FINANCIAL STATEMENTS](index=85&type=section&id=ITEM%2017.%20FINANCIAL%20STATEMENTS) This item is explicitly noted as not applicable - This item is explicitly stated as 'Not applicable'[457](index=457&type=chunk) [ITEM 18. FINANCIAL STATEMENTS](index=85&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section presents **GreenPower's** consolidated financial statements for the **years** ended **March 31, 2025**, **2024**, and **2023**, prepared in accordance with **IFRS** and audited by **BDO Canada LLP**. It includes the statements of financial position, operations and comprehensive loss, changes in equity, cash flows, and extensive notes detailing accounting policies, estimates, and specific financial items [Report of Independent Registered Public Accounting Firm](index=88&type=section&id=ITEM%2018.1.%20Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) This section presents the auditor's unqualified opinion on **GreenPower's IFRS**-compliant financial statements, highlighting going concern uncertainty - **BDO Canada LLP** issued an unqualified opinion on **GreenPower's** consolidated financial statements for the periods ended **March 31, 2025**, **2024**, and **2023**, confirming conformity with International Financial Reporting Standards (**IFRS**)[462](index=462&type=chunk) - The report highlights a 'Going Concern Uncertainty' due to recurring losses from operations and an accumulated deficit, raising substantial doubt about the company's ability to continue as a going concern[463](index=463&type=chunk) - The audit did not include an opinion on the effectiveness of the company's internal control over financial reporting[465](index=465&type=chunk) [Consolidated Statements of Financial Position](index=90&type=section&id=ITEM%2018.2.%20Consolidated%20Statements%20of%20Financial%20Position) This section presents **GreenPower's** financial position, detailing assets, liabilities, and equity, with a shift to a shareholder's deficit in **FY2025** Consolidated Statements of Financial Position (as of March 31): | Item | 2025 ($) | 2024 ($) | Annual Change ($) | | :------------------------ | :----------- | :----------- | :---------------- | | 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**) | | Finance lease receivables | **136,928** | **1,158,384** | (**1,021,456**) | | Right of use assets | **5,479,555** | **4,124,563** | **1,354,992** | | 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** | | Deferred revenue | **10,138,356** | **9,942,385** | **195,971** | | 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** | | Current liabilities | **19,668,259** | **21,291,590** | (**1,623,331**) | | Lease liabilities | **6,168,086** | **4,636,211** | **1,531,875** | | Contingent liability | **310,000** | **1,391,746** | (**1,081,746**) | | Warranty liability | **2,565,429** | **2,499,890** | **65,539** | | Total liabilities | **36,677,691** | **33,636,465** | **3,041,226** | | Shareholder's equity | (**1,605,966**) | **11,566,819** | (**13,172,785**) | - The company's shareholders' equity shifted from a positive **$11.6 million** in **FY2024** to a deficit of **$1.6 million** in **FY2025**, primarily due to the accumulated deficit[209](index=209&type=chunk)[469](index=469&type=chunk) - Inventory decreased by **$6.4 million**, and accounts receivable decreased by **$2.3 million**, reflecting sales of finished goods and collections[209](index=209&type=chunk) - Right of use assets increased by **$1.35 million** due to a new production facility lease in **Riverside, CA**, leading to a corresponding increase in lease liabilities[209](index=209&type=chunk) [Consolidated Statements of Operations and Comprehensive Loss](index=91&type=section&id=ITEM%2018.3.%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This section details **GreenPower's** operational performance, showing significant declines in revenue and gross profit, resulting in increased net losses Consolidated Statements of Operations and Comprehensive Loss (FY2023-FY2025): | Metric | FY2025 ($) | FY2024 ($) | FY2023 ($) | | :-------------------------------------------------------- | :----------- | :----------- | :----------- | | 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** | | Total sales, general and administrative costs | **20,116,132** | **22,159,977** | **20,535,280** | | Loss from operations before interest, accretion and foreign exchange | (**17,919,514**) | (**16,802,375**) | (**13,285,226**) | | Interest and accretion | (**2,176,337**) | (**1,554,858**) | (**1,549,769**) | | Other Income / loss | **1,391,746** | **306,288** | **72,867** | | Foreign exchange gain / (loss) | **40,657** | **131,416** | (**30,897**) | | Loss from operations for the year | (**18,663,448**) | (**17,919,529**) | (**14,793,025**) | | Write down of assets | - | (**423,267**) | (**250,832**) | | Loss for the year | (**18,663,448**) | (**18,342,796**) | (**15,043,857**) | | Total comprehensive loss for the period | (**18,511,895**) | (**18,313,249**) | (**15,056,864**) | | Loss per common share, basic and diluted | (**0.68**) | (**0.74**) | (**0.64**) | - Revenue decreased by **49.5%** in **FY2025**, leading to a **59.0%** decrease in gross profit, primarily due to fewer vehicle deliveries[180](index=180&type=chunk)[182](index=182&type=chunk)[470](index=470&type=chunk) - Total sales, general, and administrative costs decreased by **9.2%** in **FY2025**, mainly due to reduced product development costs and a significant decrease in allowance for credit losses[179](index=179&type=chunk)[189](index=189&type=chunk)[203](index=203&type=chunk) - Interest and accretion expenses increased by **40.0%** in **FY2025**, contributing to the higher overall loss[195](index=195&type=chunk)[470](index=470&type=chunk) [Consolidated Statements of Changes in Equity / (Deficit)](index=92&type=section&id=ITEM%2018.4.%20Consolidated%20Statements%20of%20Changes%20in%20Equity%20%2F%20(Deficit)) This section outlines changes in **GreenPower's** equity, reflecting an increased accumulated deficit due to ongoing losses and capital raising activities Consolidated Statements of Changes in Equity / (Deficit) (FY2023-FY2025): | Item | March 31, 2025 ($) | March 31, 2024 ($) | March 31, 2023 ($) | | :---------------------------------- | :----------------- | :----------------- | :----------------- | | Balance, beginning of year | **11,566,819** | **27,662,006** | **34,385,193** | | Shares issued for cash | **4,967,645** | **520,892** | **4,895,826** | | Share issuance costs | (**823,376**) | (**14,904**) | (**216,803**) | | Warrants issued | **358,205** | - | - | | Warrant issuance costs | (**60,832**) | - | - | | Shares issued for exercise of options | - | **209,962** | **8,761** | | Fair value of stock options forfeited | (**260,861**) | (**112,848**) | (**612,193**) | | Share-based payments | **897,468** | **1,502,112** | **3,645,893** | | Cumulative translation reserve | **151,553** | **29,547** | (**13,007**) | | Net loss for the year | (**18,663,448**) | (**18,342,796**) | (**15,043,857**) | | **Balance, end of year** | (**1,605,966**) | **11,566,819** | **27,662,006** | - Accumulated deficit increased to **$97.4 million** in **FY2025** from **$79.0 million** in **FY2024**, reflecting ongoing losses[471](index=471&type=chunk) - Share capital increased by **$4.1 million** in **FY2025** due to new share and unit offerings, partially offset by issuance costs[471](index=471&type=chunk) - Share-based payments expense decreased significantly from **$3.6 million** in **FY2023** to **$0.9 million** in **FY2025**[471](index=471&type=chunk) [Consolidated Statements of Cash Flows](index=93&type=section&id=ITEM%2018.5.%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents **GreenPower's** cash flow activities, highlighting increased cash used in operations and cash generated from financing activities Consolidated Statements of Cash Flows (FY2023-FY2025): | Cash Flow Category | FY2025 ($) | FY2024 ($) | FY2023 ($) | | :-------------------------------------- | :----------- | :----------- | :----------- | | 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**) | | Cash, end of period | **344,244** | **1,150,891** | **600,402** | - Cash flow used in operating activities increased to **$6.0 million** in **FY2025** from **$1.1 million** in **FY2024**, primarily due to the net loss, despite positive contributions from changes in inventory and accounts receivable[231](index=231&type=chunk)[472](index=472&type=chunk) - Cash flow from financing activities was **$5.1 million** in **FY2025**, driven by **$5.3 million** from common share and warrant issuances and **$1.4 million** from related party loans, partially offset by line of credit repayments[236](index=236&type=chunk)[472](index=472&type=chunk) - Investing activities used **$83,172** in **FY2025**, mainly for property, plant, and equipment purchases[234](index=234&type=chunk)[472](index=472&type=chunk) [Notes to the Consolidated Financial Statements](index=94&type=section&id=ITEM%2018.6.%20Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations of **GreenPower's** accounting policies, estimates, and specific financial items, including going concern uncertainty and related party transactions - The company's ability to continue as a going concern is subject to material uncertainty due to recurring losses and dependence on capital raising and cash flows from operations[476](index=476&type=chunk) - Revenue is recognized when customers obtain control of goods or services, with a significant financing component adjusted for when the period between consideration and recognition exceeds **one year**[487](index=487&type=chunk) - Inventory is valued at the lower of average cost and net realizable value, with a write-down of **$530,675** in **FY2025** included in Cost of Sales[494](index=494&type=chunk)[522](index=522&type=chunk) - The company repossessed **6** vehicles under lease in **FY2025** due to non-payment, derecognizing **$971,226** in finance lease receivables and recording the vehicles in inventory[519](index=519&type=chunk)[520](index=520&type=chunk) - Right of Use Assets increased due to a new lease for a **Riverside, CA** production facility, while lease liabilities reflect discounted future payments[523

Company Overview - GreenPower Motor Company Inc. is a leading manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles, focusing on the cargo and delivery market, shuttle and transit space, and school bus sector [1][2] Fiscal Year 2025 Performance - Fiscal year 2025 was described as transformative for the company, with a focus on adapting to changing federal EV incentives and policies [2] - The company generated revenues of $19.8 million for the year ended March 31, 2025 [5] - GreenPower delivered a total of 84 vehicles, including 34 BEAST Type D school buses, two Nano BEAST Type A school buses, 23 EV Star Cargo and EV Star Cargo Plus commercial vehicles, and 25 EV Star Passenger Vans [5] Operational Changes - GreenPower consolidated its California operations from five facilities to one larger facility in Riverside, which has reduced costs and increased efficiency [2] - The company continued manufacturing in West Virginia, with the first BEAST Type D school buses produced for in-state orders [2] Product Innovations - Two new Class 4 all-electric commercial vehicles were introduced: the EV Star Utility Truck, designed for daily demands with customizable configurations, and the EV Star REEFERX, an all-electric refrigerated delivery truck for temperature-controlled goods [3][4] Financial Position - At year-end, GreenPower had working capital of $8.1 million and inventory valued at $25.6 million, which included $10.1 million of finished goods [5] - The company had deferred revenue of $10.1 million at year-end [5] Future Outlook - The company is well-positioned to meet nationwide market demand for all-electric school buses, being the only OEM manufacturing both Type A and Type D school buses across the country [2]

Financial Data and Key Metrics Changes - The company reported a quarter-on-quarter revenue increase of 7%, translating to a year-on-year growth of 2% [30][42] - The net profit margin improved to 21.4%, with a cash flow margin of 52.1% [31][55] - Year-on-year subscriber growth was 1.1%, with a 2% increase in the second quarter [32] Business Line Data and Key Metrics Changes - Digital revenue rose by 13%, with nearly 30% of total revenue now flowing through digital channels [7] - MyGP users grew by 12% year-on-year, contributing significantly to revenue [7][14] - The company saw a year-on-year increase in content revenue, driven by new affordable Internet packs [15] Market Data and Key Metrics Changes - The telecommunications industry in Bangladesh recorded a total of 187.61 million subscribers as of May 2025, reflecting an increase of 1.39 million since March 2025 [3] - Mobile data users increased by 1.46 million, reaching 117.68 million in May 2025 [3] Company Strategy and Development Direction - The company is modernizing its mobile network to a cloud-native architecture, preparing for 5G standalone capabilities [6] - A strategic focus on AI integration is evident, with plans to embed AI across operations and customer engagement [20][64] - The company is committed to maintaining dividend payouts, declaring an interim dividend of 11 Taka per share [8][52] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about a stronger outlook as the political and economic landscape stabilizes [6] - The company is cautious about capital spending due to macroeconomic uncertainties but remains ready to invest when conditions allow [56][58] - The management highlighted the importance of maintaining ARPU growth in line with inflation to protect margins [40][41] Other Important Information - The company achieved a significant milestone in regulatory collaboration, allowing local mobile balances to be used internationally for the first time [10][11] - Cybersecurity remains a top priority, with advancements in AI-driven monitoring capabilities [61] Q&A Session Summary Question: What is the company's outlook on subscriber growth? - The company noted a positive development in subscriber growth, with a strong brand and network contributing to lower churn rates, now below 14% [35] Question: How does the company plan to manage costs amid rising data demands? - The company is focusing on cost discipline and leveraging cloud and AI technologies to manage operational costs effectively [44][46] Question: What are the expectations for ARPU in the coming quarters? - The company aims to keep ARPU growth in line with inflation to ensure financial capacity for future investments [40][41]

Financial Data and Key Metrics Changes - The telecommunications industry in Bangladesh recorded a total of 187.61 million subscribers as of May 2025, reflecting an increase of 1.39 million subscribers since March 2025 [3] - The company reported a quarter-on-quarter revenue increase of 7%, translating to a year-on-year growth of 2% [6][29] - The net profit margin improved to 21.4%, with a cash flow margin of 52.1% [30][56] - The company declared an interim dividend of 11 Taka per share, amounting to 15 billion Taka for shareholders [53] Business Line Data and Key Metrics Changes - Digital revenue rose by 13%, with nearly 30% of total revenue now flowing through digital channels [7] - MyGP users grew by 12% year-on-year, indicating stronger momentum in the digital business [7] - The company saw a year-on-year growth of 1.1% in subscribers, with a 2% increase in the second quarter [31] Market Data and Key Metrics Changes - The point-to-point inflation rate decreased to 8.48%, the lowest in 35 months, while the foreign exchange reserves stood at 20.9 billion USD [4] - Bangladesh's GDP growth for fiscal year 2024 and 2025 has been revised to around 3.8% [5] Company Strategy and Development Direction - The company is modernizing its mobile network to a cloud-native architecture, preparing for 5G standalone capabilities [6] - A strategic focus on digital growth is evident, with initiatives to expand products and capabilities in areas like content and edtech [7][12] - The company is embedding AI across operations, aiming to become an AI-native telecom [19][20] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about a stronger outlook as the political and economic landscape stabilizes [6] - The company is taking a cautious approach to capital spending due to macroeconomic uncertainties [25][58] - Management highlighted the importance of maintaining ARPU growth in line with inflation to protect margins [40][41] Other Important Information - The company achieved a significant regulatory milestone by introducing tailored roaming packs, resulting in a year-on-year increase in roaming revenues [11] - The company is committed to cybersecurity, with AI-driven monitoring capabilities reducing threat detection time by half [62] Q&A Session Summary Question: What is the company's outlook on subscriber growth? - The company noted a positive development in subscriber growth, with a year-on-year increase of 1.1% and a 2% increase in the second quarter, supported by festive periods and holidays [31][32] Question: How is the company managing costs amid economic challenges? - The company emphasized a strong focus on cost discipline and capital discipline, resulting in stable costs despite revenue increases [44][50] Question: What are the company's plans for future investments? - The company plans to be cautious with capital expenditures in the upcoming quarters due to macroeconomic uncertainties but is ready to invest when conditions allow [58]

Financial Performance - Grameenphone's Q2 2025 revenue reached 41 billion BDT, a 7% increase QoQ, but a 2.8% decrease YoY[24] - EBITDA for Q2 2025 was 246 billion BDT, up 119% QoQ, but down 34% YoY, with a margin of 600%[24] - Net Profit After Tax (NPAT) for Q2 2025 stood at 88 billion BDT, showing a 387% increase QoQ and a 21% increase YoY, resulting in a margin of 214%[24] - Operating Cash Flow (OCF) for Q2 2025 was 214 billion BDT, a 246% increase QoQ and a 22% increase YoY, with a margin of 521%[24] - An interim dividend of 11 Taka per share was declared for 1H25, representing a 98% payout ratio[25,44] Subscriber and Data Usage - Total subscribers increased to 863 million in Q2 2025, a 11% increase from the previous quarter[27] - Active data users reached 503 million in Q2 2025, representing 583% of the total subscriber base, a 11% increase from Q1 2025[28] - Service ARPU (Average Revenue Per User) increased to 157 BDT in Q2 2025[31] - Data usage reached 7846 AMBPU (Average MB Per User) in Q2 2025[31] Operational Highlights - The company is focusing on AI-led efficiency and innovation[21,54] - Grameenphone is strengthening its position in cybersecurity and building a proactive risk management culture[51]

Core Points - GreenPower Motor Company Inc. has received a cease trade order from the British Columbia Securities Commission due to missing the June 30, 2025 filing deadline for its audited financial statements and related documents for the year ended March 31, 2025 [1][2] - As a result of the cease trade order, trading of the company's common shares on the TSX Venture Exchange has been halted, but trading on the Nasdaq stock exchange remains unaffected [2] - The company is actively working with its auditors to complete the necessary filings and plans to resume trading as soon as the cease trade order is revoked [2] 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 [3] - The company employs a clean-sheet design approach to manufacture vehicles that are purpose-built for battery power and zero emissions, integrating global suppliers for key components [3] - 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 [3]

Core Points - GreenPower Motor Company Inc. has closed the fifth tranche of its secured term loan offering, amounting to U.S. $250,000, on July 4, 2025 [1] - The net proceeds from the loans will be allocated towards production costs, supplier payments, payroll, and working capital [2] - The loans are secured by a general security agreement on the company's assets and will bear an interest rate of 12% per annum for a term of two years [3] - As part of the loan agreement, the company issued 304,878 non-transferable share purchase warrants and 60,975 shares to one of the lenders [4] - The loans and related transactions are considered "related party transactions" but are exempt from formal valuation and minority approval requirements [5] - All securities issued in connection with the loans will be subject to a statutory hold period of four months plus a day from the closing date [6] - GreenPower provided a quarterly update indicating that it issued 216,007 common shares at an average price of U.S. $0.45 per share, resulting in gross proceeds of U.S. $97,964 [7]

Core Points - GreenPower Motor Company Inc. has closed the fourth tranche of its secured term loan offering for a total principal amount of U.S. $200,000 [1] - The net proceeds from the loans will be allocated towards production costs, supplier payments, payroll, and working capital [2] - The loans are secured by a general security agreement on the company's assets and will bear an interest rate of 12% per annum for a term of two years [3] - As part of the loan agreement, the company issued 263,157 non-transferable share purchase warrants and 52,631 shares to one of the lenders [4] - The lenders are considered "related parties" under Multilateral Instrument 61-101, but the transactions are exempt from formal valuation and minority approval requirements [5] - All securities issued in connection with the loans will be subject to a statutory hold period of four months plus a day from the closing of the initial loan [6] 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 [7] - The company employs a clean-sheet design approach to manufacture zero-emission vehicles, integrating global suppliers for key components [7] - GreenPower was founded in Vancouver, Canada, and has primary operational facilities in southern California, with a NASDAQ listing since August 2020 [7]

Core Viewpoint - GreenPower Motor Company Inc. announces the fourth tranche of a secured term loan offering totaling U.S. $200,000 to support production costs, supplier payments, payroll, and working capital [1][2]. Group 1: Loan Details - The fourth tranche of U.S. $200,000 will be closed with companies associated with the CEO and a Director of the Company [2]. - The Company will issue non-transferable share purchase warrants as an inducement for the Loans, with the number of warrants based on the principal amount divided by the Market Price [3]. - One of the Lenders will receive Loan Bonus Shares, calculated as 20% of the principal amount of the Loans divided by the Market Price [3]. Group 2: Related Party Transactions - The Lenders are considered "related parties" under Multilateral Instrument 61-101, and the transactions are exempt from formal valuation and minority approval requirements due to their fair market value being less than 25% of the Company's market capitalization [4]. Group 3: Securities Issuance - All securities issued in connection with the Loans will be subject to a statutory hold period of four months plus a day from the closing of the Initial Loan [5]. Group 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, focusing on zero-emission solutions [6].

Core Viewpoint - GreenPower Motor Company Inc. has successfully closed the third tranche of a secured term loan offering amounting to U.S. $300 million, aimed at supporting its production and operational costs [1][2]. Group 1: Loan Details - The loans are secured by a general security agreement on the company's assets, subordinated to all senior debt, and will incur an interest rate of 12% per annum for a term of two years [3]. - The net proceeds from the loans will be allocated towards production costs, supplier payments, payroll, and working capital [2]. Group 2: Related Party Transactions - The loans involve agreements with companies controlled by the CEO and a Director, qualifying as related party transactions under Multilateral Instrument 61-101, but are exempt from formal valuation and minority approval requirements [5]. - As part of the loan agreement, the company issued 340,909 non-transferable share purchase warrants and 68,181 shares to one of the lenders [4]. Group 3: Company Overview - GreenPower designs, builds, and distributes a range of all-electric medium and heavy-duty vehicles, including transit buses, school buses, and cargo vans, focusing on zero-emission solutions [7]. - The company was founded in Vancouver, Canada, and has operational facilities in southern California, with a NASDAQ listing since August 2020 [7].