6-K - ELVA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 6-K

_______________________

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2025

Commission File Number: 001-41726

_______________________

ELECTROVAYA INC.

| (Registrant) |

_______________________

6688 Kitimat Road

Mississauga, Ontario, Canada L5N 1P8

(Address of Principal Executive Offices)

_______________________

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ELECTROVAYA INC.

| | | Raj Das Gupta |

| | | Chief Executive Officer |

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EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Unaudited Condensed Interim Consolidated Financial Statements
99.2	Management’s Discussion and Analysis
99.3	Investor Presentation
99.4	Certification of Interim Filings CEO
99.5	Certification of Interim Filings CFO

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elva_ex991.htm EXHIBIT 99.1

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. dollars)

ELECTROVAYA INC.

FOR THE PERIODS ENDED March 31, 2025 and 2024

ELECTROVAYA INC.

Condensed Interim Consolidated Statements of Financial Position

(Expressed in thousands of U.S. dollars)

As at March 31, 2025 and September 30, 2024

		As at			As at

| Cash and cash equivalents | | | 283 | | | 781 | |

| Trade and other receivables | Note 4 | | 18,073 | | | 11,292 | |

| Inventories | Note 5 | | 7,980 | | | 9,698 | |

| Prepaid expenses | Note 6 | | 8,966 | | | 7,647 | |

| Total current assets | | | 35,302 | | | 29,418 | | | Non-current assets | | | | | | | |

| Property, plant and equipment | Note 7 | | 10,036 | | | 9,979 | |

| Long-term deposit | | | 85 | | | 85 | |

| Total non-current assets | | | 10,121 | | | 10,064 | | | Total assets | | | 45,423 | | | 39,482 | | | Liabilities and Equity | | | | | | | |

| Trade and other payables | Note 8 | | 8,529 | | | 9,473 | |

| Working capital facilities | Note 9 (a) | | - | | | 16,283 | |

| Promissory notes | Note 9 (b) | | - | | | 519 | |

| Short term loans | Note 10 | | - | | | 1,630 | |

| Derivative liability | Note 16 | | 113 | | | 155 | |

| Lease liability | Note 12 | | 426 | | | 471 | |

| Total current liabilities | | | 9,068 | | | 28,531 | | | Non-current liabilities | | | | | | | |

| Lease liability | Note 12 | | 1,564 | | | 1,871 | |

| Long term loan | Note 9 (a) | | 13,087 | | | - | |

| Government assistance payable | | | 200 | | | 152 | |

| Other payables | Note 19 | | 374 | | | 343 | |

| Total non-current liabilities | | | 15,225 | | | 2,366 | | | Equity | | | | | | | |

| Share capital | Note 13 | | 128,062 | | | 116,408 | |

| Contributed surplus | | | 11,577 | | | 10,904 | |

| Warrants | Note 13 | | 4,725 | | | 4,725 | |

| Accumulated other comprehensive income | | | 5,602 | | | 5,792 | |

| Deficit | | | (128,836 | ) | | (129,244 | ) |

| Total Equity | | | 21,130 | | | 8,585 | |

| Total liabilities and equity | | | 45,423 | | | 39,482 | |

See accompanying notes to unaudited condensed interim consolidated financial statements

| Signed on behalf of the Board of Directors | |

| Chair of the Board | Sankar Das Gupta, Director |

| Chair of Audit Committee | James K Jacobs, Director |

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ELECTROVAYA INC.

Condensed Interim Consolidated Statements of Earnings

(Expressed in thousands of U.S. dollars)

For the three and six month periods ended March 31, 2025 and 2024

(Unaudited)

		Three months ended March 31,						Six months ended March 31,

| | Notes | 2025 | | | 2024 | | | 2025 | | | 2024 | | | | Revenue | Note 18 | | 15,018 | | | 10,695 | | | 26,187 | | | 22,786 | |

| Direct manufacturing costs | Note 5(b) | | 10,345 | | | 6,970 | | | 18,106 | | | 15,532 | |

| Gross margin | | | 4,673 | | | 3,725 | | | 8,081 | | | 7,254 | | | Expenses | | | | | | | | | | | | | |

| Research and development | | | 1,070 | | | 642 | | | 2,054 | | | 1,606 | |

| Government assistance | | | (19 | ) | | (29 | ) | | (84 | ) | | (87 | ) |

| Sales and marketing | | | 504 | | | 708 | | | 1,284 | | | 1,438 | |

| General and administrative | | | 1,106 | | | 921 | | | 2,273 | | | 2,309 | |

| Stock based compensation | | | 288 | | | 480 | | | 703 | | | 849 | |

| Depreciation and amortization | Note 7 | | 328 | | | 300 | | | 645 | | | 536 | |

| | | | 3,277 | | | 3,022 | | | 6,875 | | | 6,651 | | | Income from operations | | | 1,396 | | | 703 | | | 1,206 | | | 603 | | | Net finance charges | Note 11 | | 632 | | | 1,535 | | | 1,334 | | | 1,554 | |

| Foreign exchange loss (gain) and interest income | | | (64 | ) | | 7 | | | (536 | ) | | 96 | | | Net income (loss) for the period | | | 828 | | | (839 | ) | | 408 | | | (1,047 | ) | | Basic income (loss) per share | | | 0.02 | | | (0.02 | ) | | 0.01 | | | (0.03 | ) |

| Diluted income (loss) per share | | | 0.02 | | | - | | | 0.01 | | | - | |

| Outstanding, basic and fully diluted | | | 40,097,115 | | | 34,019,482 | | | 37,509,735 | | | 33,926,815 | |

See accompanying notes to unaudited condensed interim consolidated financial statements.

2	Page

ELECTROVAYA INC.

Condensed Interim Consolidated Statements of Comprehensive income (Loss)

(Expressed in thousands of U.S. dollars)

For the three and six month periods ended March 31, 2025 and 2024

(Unaudited)

	Three months ended March 31,						Six months ended March 31,

| | 2025 | | | 2024 | | | 2025 | | | 2024 | | | | Net income (loss) for the period | | 828 | | | (839 | ) | | 408 | | | (1,047 | ) | | Items that may be reclassified to Profit and Loss | | | | | | | | | | | | |

| Cumulative translation adjustment | | (87 | ) | | (233 | ) | | (190 | ) | | (54 | ) | | Other comprehensive income (loss) for the period | | 741 | | | (1,072 | ) | | 218 | | | (1,101 | ) | | See accompanying notes to unaudited condensed interim consolidated financial statements. | | | | | | | | | | | | |

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ELECTROVAYA INC.

Condensed Interim Consolidated Statements of Changes in Equity

(Expressed in thousands of U.S. dollars)

For the six-month periods ended March 31, 2025 and 2024

	Share Capital		Contributed Surplus			Warrants		Accumulated other Comprehensive Income			Deficit			Total

| Balance – October 01, 2023 | | 115,041 | | 9,249 | | | 4,725 | | 5,890 | | | (127,759 | ) | | 7,146 | |

| Stock-based compensation | | - | | 849 | | | - | | - | | | - | | | 849 | |

| Issue of shares | | 199 | | - | | | - | | - | | | - | | | 199 | |

| Exercise of options | | 1,161 | | (498 | ) | | - | | - | | | - | | | 663 | |

| Cumulative translation adjustment | | - | | - | | | - | | (54 | ) | | - | | | (54 | ) |

| Net loss for the period | | - | | - | | | - | | - | | | (1,047 | ) | | (1,047 | ) |

| Balance – March 31, 2024 | | 116,401 | | 9,600 | | | 4,725 | | 5,836 | | | (128,806 | ) | | 7,756 | | | Balance – October 01, 2024 | | 116,408 | | 10,904 | | | 4,725 | | 5,792 | | | (129,244 | ) | | 8,585 | |

| Stock-based compensation | | - | | 703 | | | - | | - | | | - | | | 703 | |

| Issuance of shares | | 11,624 | | - | | | - | | - | | | - | | | 11,624 | |

| Exercise of options | | 30 | | (30 | ) | | - | | - | | | - | | | - | |

| Cumulative translation adjustment | | - | | - | | | - | | (190 | ) | | - | | | (190 | ) |

| Net income for the period | | - | | - | | | - | | - | | | 408 | | | 408 | |

| Balance – March 31, 2025 | | 128,062 | | 11,577 | | | 4,725 | | 5,602 | | | (128,836 | ) | | 21,130 | |

See accompanying notes to unaudited condensed interim consolidated financial statements.

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ELECTROVAYA INC.

Condensed Interim Consolidated Statement of Cash Flows

(Expressed in thousands of U.S. dollars)

Six-month periods ended March 31, 2025 and 2024

(Unaudited)


Cash and cash equivalents provided by (used in)
Operating activities
Net income (loss) for the period	408	(1,047	)

| Add : | | | | | | | |

| Depreciation and amortization | | | 645 | | | 590 | |

| Stock based compensation expense | | | 703 | | | 849 | |

| Interest expense and other financing charges | Note 11 | | 1,334 | | | 1,554 | |

| Unrealized foreign exchange | | | 133 | | | - | |

| Cash provided by (used in) operating activities | | | 3,223 | | | 1,946 | |

| Net changes in the working capital | Note 15 | | (7,975 | ) | | (1,624 | ) |

| Cash from (used in) operating activities | | | (4,752 | ) | | 322 | | | Investing activities: | | | | | | | |

| Purchase of property, plant and equipment | Note 7 | | (889 | ) | | (395 | ) |

| Cash from (used in) investing activities | | | (889 | ) | | (395 | ) | | Financing activities | | | | | | | |

| Issuance of shares | Note 13 | | 11,582 | | | - | |

| Exercise of options | Note 13 | | 30 | | | 180 | |

| Proceeds from working capital facilities | Note 9(a) | | 29,531 | | | 30,434 | |

| Repayment of working capital facilities | Note 9(a) | | (32,202 | ) | | (27,510 | ) |

| Repayment of vendor take back loan | Note 10 | | (1,630 | ) | | (702 | ) |

| Repayment of promissory note | Note 9(b) | | (533 | ) | | (507 | ) |

| Interest and other finance cost | Note 11 | | (1,209 | ) | | (1,595 | ) |

| Government assistance | | | (13 | ) | | (28 | ) |

| Lease payments | Note 12 | | (358 | ) | | (186 | ) |

| Cash from (used in) financing activities | | | 5,198 | | | 86 | | | Increase (decrease) in cash and cash equivalents | | | (443 | ) | | 13 | |

| Cash and cash equivalents, beginning of period | | | 781 | | | 1,032 | |

| Effect of movements in exchange rates on cash held | | | (55 | ) | | 71 | | | Cash and cash equivalents at end of period | | | 283 | | | 1,116 | | | Supplemental cash flow disclosures: | | | | | | | |

| Interest paid | | | 1,046 | | | 872 | |

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ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

1.	Reporting Entity
	Electrovaya Inc. (the “Company”) is domiciled in Ontario, Canada, and is incorporated under the Business Corporations Act (Ontario). The Company’s registered office is at 6688 Kitimat Road, Mississauga, Ontario, L5N 1P8, Canada. The Company’s common shares trade on the Toronto Stock Exchange and NASDAQ under the symbol ELVA.TO and ELVA, respectively. The Company has no immediate or ultimate controlling parent.<br> <br><br> <br>These unaudited condensed interim consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group” or “Company”). The Company is primarily involved in the design, development, manufacturing and sale of Lithium-Ion batteries, battery systems and battery-related products for energy storage, clean electric transportation, and other specialized applications.
2.	Basis of Presentation
a.	Statement of Compliance
	These unaudited condensed interim consolidated financial statements have been prepared based on the principles of International Accounting Standard 34, “Interim Financial Reporting” as issued by the International Accounting Standards Board ("IASB"). These unaudited condensed interim consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Company’s September 30, 2024 audited annual consolidated financial statements and accompanying notes.<br> <br><br> <br>These unaudited condensed interim consolidated financial statements were authorized for issuance by the Company’s Board of Directors on May 14, 2025.
b.	Basis of Accounting
	These unaudited condensed interim consolidated financial statements have been prepared on the going concern basis, which contemplates the realization of assets and settlement of liabilities as they fall due in the normal course of business.<br> <br><br> <br>During the six month periods ended March 31, 2025, the Company had cash (used)/ provided by in operations of $(4,752) (six month period ended March 31, 2024: $322). As of March 31, 2025, the Company had working capital of $26,234 (September 30, 2024: $887) and the net profit for the six-month period ended March 31, 2025 was $408 (six-month period ended March 31, 2024: net loss of $(1,047)).<br> <br><br> <br>The Company’s equity was in surplus of $21,130. As of March 31, 2025, the Company had cash and cash equivalents of $283.
c.	Functional and Presentation Currency
	These consolidated financial statements are presented in U.S. dollars and have been rounded to the nearest thousands, except per share amounts and when otherwise indicated. The functional currency of the Electrovaya Inc. is the Canadian dollar and the functional currencies of all the Group’s companies is US Dollars. Below are the companies within the Group - Electrovaya Corp., Electrovaya Company, Sustainable Energy Jamestown LLC, Electrovaya USA Inc.

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ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

d.	Use of Judgements and Estimates
	The preparation of the unaudited condensed interim consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.<br> <br><br> <br>Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.<br> <br><br> <br>Information about significant areas of estimation uncertainty that have the most significant effect on the amounts recognized in the unaudited condensed interim consolidated financial statements relate to the following (assumptions made are disclosed in individual notes throughout the unaudited condensed interim consolidated financial statements where relevant):
	·	Estimates used in determining the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by future technology or other market-driven changes that may reduce future selling prices.

| | · | Estimates used in determining the allowance for expected credit losses based on the assessment of the collectability of customer accounts and the aging of the related invoices and represents the best estimate of probable credit losses in the existing trade accounts receivable. |

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

| | · | Estimates used in determining the fair value of stock option grants and warrants. These estimates include assumptions about the volatility of the Company’s stock and forfeiture. | | 3. | Material Accounting Policies | | | | The material accounting policies adopted in these unaudited condensed interim consolidated financial statements are the same as those applied in the Company’s consolidated financial statements as at and for the year ended September 30, 2024. Unless otherwise stated, these policies have been consistently applied to all periods presented. | |

4.	Trade and Other Receivables

	March 31,<br> <br>2025			September 30,<br> <br>2024

| Trade receivables, gross | | 16,979 | | | 10,577 | |

| Expected credit losses | | (44 | ) | | (64 | ) |

| Net trade receivables | | 16,935 | | | 10,513 | |

| Other receivables | | 1,138 | | | 779 | |

| Trade and other receivables | | 18,073 | | | 11,292 | |

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ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

As at March 31, 2025 0.71% of the Company’s accounts receivable is over 90 days past due (September 30, 2024 – 0.77 %)

	Current	31-60	61-90	>90 days	total

| % | 84.90% | 9.75% | 4.63% | 0.71% | 100% |

| Gross Trade receivable | 14,416 | 1,656 | 786 | 121 | $16,979 |

	Current	31-60	61-90	>90 days	total

| Trade receivable (net of specific provision) | 14,416 | 1,656 | 786 | 121 | 16,979 |

| Expected loss rate | 0.05% | 0.24% | 0.42% | 24.79% | 0.09% |

| Expected loss provision | $7 | $4 | $3 | $30 | $44 |

As at September 30, 2024 0.77% of the Company’s accounts receivable is over 90 days past due.

	Current	31-60	61-90	>90 days	total

| % | 78.52% | 20.61% | 0.10% | 0.77% | 100% |

| Gross Trade receivable | 8,305 | 2,180 | 11 | 81 | 10,577 |

	Current	31-60	61-90	>90 days	total

| Trade receivable (net of specific provision) | 8,305 | 2,180 | 11 | 81 | 10,577 |

| Expected loss rate | 0.05% | 0.24% | 0.42% | 66.67% | 0.60% |

| Expected loss provision | 4 | 5 | 0 | 55 | 64 |

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

	March 31,<br> <br>2025			September 30,<br> <br>2024

| Beginning balance | | 64 | | | 257 | |

| Write off | | - | | | (244 | ) |

| Allowance provided/(recovery) | | (20 | ) | | 51 | |

| Ending balance | | 44 | | | 64 | |

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ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

5.	Inventories
a.	Total inventories on hand as at March 31, 2025 and September 30, 2024 are as follows:

	March 31,<br> <br>2025		September 30,<br> <br>2024

| Raw materials | | 7,025 | | 8,433 |

| Semi-finished | | 13 | | 324 |

| Finished goods | | 942 | | 941 |

| | | 7,980 | | 9,698 |

b.	During the period ended March 31, 2025, the provision for slow moving and obsolete inventories amounted to $212 (September 30, 2024: $225), which was also included in direct manufacturing costs.
c.	During the three and six month periods ended March 31, 2025, materials amounted to $10,306 and $17,400 (three and six month periods ended March 31, 2024: $6,871 and $15,063) was expensed through direct manufacturing costs.

6.	Prepaid expenses

	March 31,<br> <br>2025		September 30,<br> <br>2024

| Prepaid expenses | | 1,076 | | 612 |

| Prepaid insurance | | 50 | | 54 |

| Prepaid purchases | | 7,840 | | 6,981 |

| | | 8,966 | | 7,647 |

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

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ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

7.	Property, plant and equipment

March 31, 2025

| | Land & Building | | **** | Right of Use Asset | | **** | Leasehold Improvement | | **** | Production Equipment | | **** | Office Furniture & Equipment | | **** | Battery technology | | **** | Total | | |

| Balance beginning | | 7,700 | | | 3,202 | | | 76 | | | 1,808 | | | 105 | | | 862 | | | 13,753 | |

| Additions | | - | | | - | | | 46 | | | 544 | | | 9 | | | 290 | | | 889 | |

| Exchange differences | | - | | | (191 | ) | | (4 | ) | | (108 | ) | | (6 | ) | | 19 | | | (290 | ) |

| Balance ending | | 7,700 | | | 3,011 | | | 118 | | | 2,244 | | | 108 | | | 1,171 | | | 14,352 | |

| Balance beginning | | (793 | ) | | (1,583 | ) | | (48 | ) | | (1,193 | ) | | (71 | ) | | (168 | ) | | (3,856 | ) |

| Additions | | (187 | ) | | (213 | ) | | (7 | ) | | (121 | ) | | (13 | ) | | (104 | ) | | (645 | ) |

| Exchange differences | | - | | | 95 | | | 3 | | | 71 | | | 4 | | | 12 | | | 185 | |

| Balance ending | | (980 | ) | | (1,701 | ) | | (52 | ) | | (1,243 | ) | | (80 | ) | | (260 | ) | | (4,316 | ) |

| Net Book Value ending | | 6,720 | | | 1,310 | | | 66 | | | 1,001 | | | 28 | | | 911 | | | 10,036 | | | September 30, 2024 | | | | | | | | | | | | | | | | | | | | | |

| Balance beginning | | 7,700 | | | 3,197 | | | 76 | | | 1,712 | | | 73 | | | 401 | | | 13,159 | |

| Additions | | - | | | - | | | - | | | 94 | | | 31 | | | 540 | | | 665 | |

| Exchange differences | | - | | | 6 | | | - | | | 3 | | | 1 | | | 52 | | | 62 | |

| Balance ending | | 7,700 | | | 3,203 | | | 76 | | | 1,809 | | | 105 | | | 993 | | | 13,886 | |

| Balance beginning | | (419 | ) | | (1,127 | ) | | (33 | ) | | (970 | ) | | (60 | ) | | (154 | ) | | (2,763 | ) |

| Additions | | (374 | ) | | (454 | ) | | (15 | ) | | (221 | ) | | (11 | ) | | (114 | ) | | (1,189 | ) |

| Exchange differences | | - | | | (3 | ) | | - | | | (3 | ) | | (1 | ) | | 52 | | | 45 | |

| Balance ending | | (793 | ) | | (1,584 | ) | | (48 | ) | | (1,194 | ) | | (72 | ) | | (215 | ) | | (3,907 | ) |

| Net Book Value ending | | 6,907 | | | 1,619 | | | 28 | | | 615 | | | 33 | | | 778 | | | 9,979 | |

8.	Trade and Other payables

	March 31,<br> <br>2025		September 30,<br> <br>2024

| Trade payables | | 6,110 | | 7,073 |

| Accruals | | 1,791 | | 1,745 |

| Employee payables | | 628 | | 655 |

| | | 8,529 | | 9,473 |

Warranty provision continuity schedule is as follows:

	March 31,<br> <br>2025			September 30,<br> <br>2024

| Opening provision | | 1,072 | | | 250 | |

| Utilised during the period | | (301 | ) | | (672 | ) |

| Provided during the period | | 262 | | | 1,494 | |

| Closing balance | | 1,033 | | | 1,072 | |

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ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

Working Capital Facilities

Revolving Credit Facility

As at March 31, 2025, the balance owing under the facility is $13.61 million (Cdn $19.57 million). The maximum credit available under the facility is $20 million. Cortland The interest on the revolving credit facility is the greater of a) 7.05% per annum above the Prime Rate or b) 12% per annum. Interest is payable monthly. Bank of Montreal The interest rate is 7.45%, interest is payable monthly.

	March 31,<br> <br>2025			September 30,<br> <br>2024

| Opening balance | | 16,283 | | | 11,821 | |

| Exchange difference | | (980 | ) | | 20 | |

| Payments made during the period | | (31,222 | ) | | (47,805 | ) |

| Loan fees | | (525 | ) | | - | |

| Cash drawn during the period | | 29,531 | | | 52,247 | |

| Closing balance | | 13,087 | | | 16,283 | |

On September 29, 2023, the Company renewed its revolving facility and extended the term of the facility by three months to December 29, 2023. In exchange for this renewal, the Company issued 10,443 shares at Cdn $3.83 (as determined by five-day volume weighted average) as compensation for Cdn $40 amendment fee. This was included within finance costs in the statement of earnings. All other terms and conditions are unchanged.

On February 12, 2024, the Company revised its revolving facility, expanding its maximum principal amount to $22 million and extending its term to July 29, 2025. As part of this adjustment, a commitment fee of $303 Canadian was paid in cash on the closing date and amortised over the term of the facility.

On March 07, 2025, the Company entered into a three year credit agreement with Bank of Montreal as lender to provide working capital facilities with outstanding amount not exceeding $20 million and a $5 million accordion. As a part of this agreement, the balance outstanding with Cortland working capital facility has been paid off in full. The company paid an early termination fee to Cortland for the amount of $375. Legal and professional fees in relation to the new facility have been capitalised and will be amortised over the period of the facility. The working capital facility provides the Bank with security over the assets of the Company.

During the month of March 2025, the Company took a loan approval from Export–Import Bank of the United States for the amount of $51 million for the Jamestown facility with a term of 6.5 years. As of March 31, 2025, the Company has not drawn down on this loan.

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ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

b.	Promissory Note

	March 31,<br> <br>2025			September 30,<br> <br>2024

| Promissory Note opening balance | | 519 | | | 1,026 | |

| Finance cost | | 14 | | | 37 | |

| Repayment of Promissory Note (ii) | | (533 | ) | | - | |

| Repayment of Promissory Note(i) | | - | | | (507 | ) |

| Finance cost paid with options | | - | | | (37 | ) |

| | | - | | $ | 519 | |

On February 16, 2024, the Executive Chairman and Chief Executive Officer both exercised options of Electrovaya Inc. A sum of $507 from the promissory note was utilized to cover portion of the options' purchase price. The remaining balance of the promissory note, amounting to $519, was then substituted with a new promissory note on February 28, 2024, carrying a 14% interest rate and paid off in the month of December 2024.

ii.

On March 31, 2023, the Company purchased 100% of the membership interest in Sustainable Energy Jamestown LLC (‘SEJ”), a New York incorporated company controlled by the majority shareholders of the Company. In return, the Company issued a promissory note for $1,050 to the members of SEJ, with a term of 365 days bearing interest at 7.5% annually payable at maturity. Interest recorded for the three and six month periods ended March 31, 2025 is $nil and $17 (Three and six month periods ended March 31, 2024: $18 and $37).

10.	Short term loans
	As of March 31, 2025, and September 30, 2024, short term loans consist of:

	March 31,<br> <br>2025		September 30,<br> <br>2024

| Short term loans | | - | | - |

| Vendor take back | | - | | 1,630 |

| | | - | | 1,630 |

The company paid back the VTB liability along with interest in the month of December 2024.

Closing balance as at September 30, 2023 (Short term: $3,457. Long term: $nil)	3,457

| Repaid in period | (1,879 | ) |

| Interest accretion | 52 | |

| Closing balance as at September 30, 2024 (Short term: $1,630 Long term: $nil) | 1,630 | |

| Interest accretion | 16 | |

| Repaid in period | (1,646 | ) |

| Closing balance as at December 31, 2024 (Short term: $1,630 Long term: $nil) | - | |

12	Page

ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

11.	Finance costs
	During the three and six-month periods ended March 31, 2025 and 2024, the Company incurred both cash and non-cash finance costs. The following table shows the split as included on the statement of earnings.

	Three months period ended																	Six months period ended

| | 31-Mar-25 | | | | | | | | 31-Mar-24 | | | | | | | 31-Mar-25 | | | | | | | | 31-Mar-24 | | | | | | | |

| Working capital facility | | 504 | | 30 | | | 534 | | | 705 | | - | | | 705 | | 1,030 | | 55 | | | 1,085 | | | 1,146 | | - | | | 1,146 | |

| Shares issued | | - | | - | | | - | | | - | | 180 | | | 180 | | - | | - | | | - | | | - | | 199 | | | 199 | |

| Promissory notes | | - | | - | | | - | | | - | | 37 | | | 37 | | - | | 17 | | | 17 | | | - | | 37 | | | 37 | |

| Interest on VTB loan (note 10) | | - | | - | | | - | | | 32 | | 30 | | | 62 | | 16 | | - | | | 16 | | | 48 | | 30 | | | 78 | |

| Lease interest (note 12) | | 145 | | (75 | ) | | 70 | | | 181 | | (93 | ) | | 88 | | 145 | | - | | | 145 | | | 181 | | - | | | 181 | |

| Equity issuance cost | | 18 | | 31 | | | 49 | | | 219 | | - | | | 219 | | 18 | | 31 | | | 49 | | | 219 | | - | | | 219 | |

| Changes in FV of derivative warrants | | - | | (59 | ) | | (59 | ) | | - | | 155 | | | 155 | | - | | (42 | ) | | (42 | ) | | - | | (564 | ) | | (564 | ) |

| Accretion on government payable | | - | | 38 | | | 38 | | | - | | 89 | | | 89 | | - | | 64 | | | 64 | | | - | | 258 | | | 258 | |

| | | 667 | | (35 | ) | | 632 | | | 1,137 | | 398 | | | 1,535 | | 1,209 | | 125 | | | 1,334 | | | 1,594 | | (40 | ) | | 1,554 | |

12.	Lease liability
	As of March 31, 2025, lease liability consists of:

	March 31,<br> <br>2025		September 30,<br> <br>2024

| Current | | 426 | | 471 |

| Non-current | | 1,564 | | 1,871 |

| | | 1,990 | | 2,342 |

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

	March 31,<br> <br>2025			September 30,<br> <br>2024

| Interest on lease liabilities | | 145 | | | 349 | |

| Incremental borrowing rate at time of transition | | 14 | % | | 14 | % |

| Cash outflow for the lease | | 358 | | | 735 | |

13	Page

ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

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

Year	Amount

| 2025 | | 667 |

| 2026 | | 513 |

| 2027 | | 529 |

| 2028 | | 544 |

| 2029 | | 417 |

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

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

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

·	CAD $25,625 for the first year,

| · | CAD $26,265 for the second year, and |

| · | CAD $26,922 for the third year. |

13.	Share capital
a.	Authorized and issued capital stock

		Common Shares

| Balance, September 30, 2023 | Note | | 33,832,784 | | 115,041 |

| Issuance of shares | (i) | | 10,024 | | 30 |

| Issuance of shares | (ii) | | 42,157 | | 169 |

| Transfer from contributed surplus | | | - | | 501 |

| Exercise of options | | | 252,700 | | 667 |

| Balance, September 30, 2024 | | | 34,137,665 | $ | 116,408 |

| Issuance of shares | (iii) (iv) | | 5,951,250 | | 11,582 |

| Balance, December 31, 2024 | | | 40,088,915 | | 127,990 |

| Stock option exercised | | | 18,000 | | 72 |

| Balance, March 31, 2025 | | | 40,106,915 | | 128,062 |

14	Page

ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

i.	In December 2023, additional shares were issued as extension fee for the revolving facility on December 20, 2023. All terms and conditions were unchanged. In exchange for the extension, the Company issued 10,024 shares at Cdn $3.99 (as determined by a five-day volume weighted average) as compensation for Cdn $40 extension fee.

| ii. | On March 07, 2024, the Company issued 42,157 shares for consulting for investor relations. The Company issued the shares at Cdn $ 5.43 as compensation. |

| iii. | In December 2024, the company issued 5,175,000 common shares at $2.15 for a total equity raise of $11,789 and share issuance cost of $206. The proceeds were recognised net of legal and consulting fees. |

| iv. | Over allotment option for the option shares 776,250 was exercised by the underwriters in the month of December 2024. | | b. | Stock Options | | | Options to purchase common shares of the Company under its stock option plan may be granted by the Board of Directors of the Company to certain full-time and part-time employees, directors and consultants of the Company and its affiliates. Stock options are non-assignable and may be granted for terms of up to 10 years. Stock options vest at various periods from zero to three years. As a result of the reverse stock split, every five options were consolidated into one option without any action from option holders, reducing the number of outstanding options from approximately 23.5 million to 4.7 million. On February 17, 2021, at a Special Meeting of the Shareholders, a resolution was passed to (i) authorize amendments to the Company’s Stock Option Plan to increase the maximum number of common shares issuable upon the exercise of stock options thereunder from 3,020,000 to 4,600,000. On March 25, 2022, at a Special Meeting of the Shareholders, a resolution was passed to (i) authorize amendments to the Company’s Stock Option Plan to increase the maximum number of common shares issuable upon the exercise of stock options thereunder from 4,600,000 to 6,000,000. |

	Number outstanding			Weighted average exercise price

| Outstanding, September 30, 2023 | | 4,714,388 | | | 2.44 |

| Exercised during the period | | (252,700 | ) | | 2.65 |

| Expired during the period | | (24,400 | ) | | 2.87 |

| Granted | | 443,000 | | | 3.42 |

| Outstanding, September 30, 2024 | | 4,880,288 | | | 2.52 |

| Expired during the period | | (2,000 | ) | | 3.42 |

| Granted | | - | | | - |

| Outstanding, December 31, 2024 | | 4,878,288 | | | 2.37 |

| Exercised during the period | | (18,000 | ) | | 3.25 |

| Expired during the period | | (17,499 | ) | | 3.42 |

| Granted | | - | | | - |

| Outstanding, March 31, 2025 | | 4,842,789 | | | 2.37 |

15	Page

ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

Exercise price			Number Outstanding		Weighted average remaining life (years)		Number exercisable		Weighted average exercise price

| $ | 3.26 | (Cdn4.68) | | 441,000 | | 9.01 | | 87,000 | | 3.26 |

| $ | 3.72 | (Cdn5.35) | | 1,002,000 | | 8.03 | | 161,338 | | 3.72 |

| $ | 1.98 | (Cdn2.85) | | 298,000 | | 7.22 | | 234,675 | | 1.98 |

| $ | 4.00 | (Cdn5.75) | | 20,000 | | 6.66 | | 20,000 | | 4.00 |

| $ | 3.48 | (Cdn5) | | 1,494,667 | | 6.45 | | 694,667 | | 3.48 |

| $ | 2.30 | (Cdn3.3) | | 270,268 | | 5.45 | | 270,268 | | 2.30 |

| $ | 1.04 | (Cdn1.5) | | 1,024,000 | | 4.33 | | 1,024,000 | | 1.04 |

| $ | 0.97 | (Cdn1.4) | | 116,566 | | 2.90 | | 116,566 | | 0.97 |

| $ | 4.24 | (Cdn6.1) | | 10,667 | | 2.34 | | 10,667 | | 4.24 |

| $ | 7.41 | (Cdn10.65) | | 101,121 | | 1.75 | | 101,121 | | 7.41 |

| $ | 2.75 | (Cdn3.95) | | 9,600 | | 0.87 | | 9,600 | | 2.75 |

| $ | 2.40 | (Cdn3.45) | | 42,900 | | 0.50 | | 42,900 | | 2.40 |

| $ | 3.16 | (Cdn4.55) | | 12,000 | | 0.14 | | 12,000 | | 3.16 |

| | | | | 4,842,789 | | | | 2,784,802 | | 2.37 |

For the options exercised, the share price at the time of exercise was between CDN $3.35-$3.77. Total stock-based compensation expense recognized during the three and six months periods ended March 31, 2025 was $288 and $703 (three and six months periods ended March 31, 2024 : $480 and $849).

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

c.	Warrants
	Details of Share Warrants

	Number Outstanding			Exercise Price

| Outstanding, September 30, 2023 | | 1,711,924 | | $ | 2.38 |

| Expired | | (291,924 | ) | $ | 5.92 |

| Outstanding, September 30, 2024 | | 1,420,000 | | $ | 0.63 |

| Outstanding, December 31, 2024 | | 1,420,000 | | $ | 0.63 |

| Outstanding, March 31, 2025 | | 1,420,000 | | $ | 0.63 |

16	Page

ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

Additionally, the number of derivative warrants at March 31, 2025 were 912,841 (September 30, 2024: 912,841).

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

Risk-free interest rate (based on U.S. government bond yields) of 2.50% (March 31, 2024 : 3.80%), expected volatility of the market price of our shares (based on historical volatility of our share price) of 58.30%, (March 31, 2024 : 56.87%) and the expected warrant life (in years) of 0.61 (March 31, 2024 : 1.60). As a result of the reverse stock split, every five warrants were consolidated into one warrant without any action from warrant holders, reducing the number of outstanding warrants from approximately 13.1 million to 2.6 million. A 10% of change in any assumption would result in the change in derivative warrant liability between $(30) (March 31, 2024 : ($208)) and $33 (March 31, 2024 : $321).

Warrant continuity schedule is as follows:

	Units		Fair Value

| Closing balance (September 30, 2023) | | 912,841 | | 1,489 | |

| Fair value adjustment | | - | | (1,334 | ) |

| Closing balance (September 30, 2024) | | 912,841 | | 155 | |

| Fair value adjustment | | - | | (17 | ) |

| Closing balance (December 31, 2024) | | 912,841 | | 138 | |

| Fair value adjustment | | - | | (25 | ) |

| Closing balance (March 31, 2025) | | 912,841 | | 113 | |

14.	Related Party Transactions
	Management compensation<br> <br><br> <br>Key management compensation comprises the following:

	Three month periods ended				Six month periods ended

| Salaries, bonus and other benefits | | 181 | | 150 | | 431 | | 432 |

| Share based compensation | | - | | 9 | | 253 | | 486 |

| | | 181 | | 159 | | 684 | | 918 |

17	Page

ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

Personal Guarantees

	March 31,<br> <br>2025		September 30,<br> <br>2024

| Promissory Note | | - | | 519 |

Research Lab – Facility Usage Agreement

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

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

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

Special Options Grants

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

Dr. Sankar Das Gupta was granted 700,000 options which vest in two tranches of 200,000 options and one tranche of 300,000 options, based on reaching specific target market capitalizations. The fair value of these options on the day of grant is calculated using the Monte Carlo method of option valuation and expensed over the mean vesting period in accordance with IFRS 2. The expense of $66 and $175 is recorded within stock-based compensation in the unaudited condensed interim consolidated statement of earnings for the three and six month periods ended March 31, 2025 (three and six month periods ended March 31, 2024: $Nil and $115)

Dr. Rajshekar Das Gupta was granted 900,000 options which vest in three tranches of 300,000 options based on reaching specific target market capitalizations. The fair value of these options on the day of issuance is calculated using the Monte Carlo method of option valuation and expensed over the mean vesting period in accordance with IFRS 2. The expense of $Nil and $Nil is recorded within stock-based compensation in the unaudited condensed interim consolidated statement of earnings for the three and six month periods ended March 31, 2025 (three and six month periods ended March 31, 2024: $Nil and $Nil).

18	Page

ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

In April 2023, following the suggestion of the Company's Compensation Committee, consisting entirely of independent directors, the Company's Board of Directors awarded Dr. Rajshekar Das Gupta a total of 600,000 options. These options will vest in two phases: 300,000 options and 300,000 options, contingent upon achieving certain target market capitalizations. The expense of $Nil and $78 is recorded within stock-based compensation in the unaudited condensed interim consolidated statement of earnings for the three and six month periods ended March 31, 2025 (three and six month periods ended March 31, 2024: $243 and $486).

15.	Change in Non-Cash Operating Working Capital

	March 31,<br> <br>2025			March 31,<br> <br>2024

| Trade and other receivables | | (6,781 | ) | | 1,944 | |

| Inventories | | 1,135 | | | (816 | ) |

| Prepaid expenses and other | | (1,298 | ) | | (82 | ) |

| Trade and other payables | | (1031 | ) | | (963 | ) |

| | | (7,975 | ) | | 83 | |

16.	Financial Instruments

Derivative Liabilities

Warrants as derivative liability is fair valued using Black Scholes Model ("BSM"). Using this approach, the assumptions used in determining fair value of the warrants as at March 31, 2025 are : Risk-free interest rate (based on U.S. government bond yields) of 2.50% (September 30, 2024 : 2.94%), expected volatility of the market price of our shares (based on historical volatility of the Company’s share price) of 58.30%, (September 30, 2024: 52.72%) and the expected warrant life (in years) of 0.61 (September 30, 2024 : 1.10).

Fair Value

IFRS 13 “Fair Value Measurement” provides guidance about fair value measurements. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value are required to maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs. The first two levels are considered observable and the last unobservable. These levels are used to measure fair values as follows:

·	Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities, either directly or indirectly.
·	Level 2 – Inputs, other than Level 1 inputs that are observable for assets and liabilities, either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
·	Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

19	Page

ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

The following table shows the levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis at March 31, 2025 and September 30, 2024. There were no transfers between Level 1 and Level 2 during the six-month periods to March 31, 2025. There were no changes in the Company’s valuation process for derivative liabilities (warrants):

As at March 31, 2025:

	Fair Value		Level 1		Level 2		Level 3

| Warrants | | 113 | | - | | 113 | | - |

As at September 30, 2024:

	Fair Value		Level 1		Level 2		Level 3

| Warrants | | 155 | | - | | 155 | | - |

Risk Management

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

Capital risk

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

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

The Company's capital management objectives are:

·	to ensure the Company's ability to continue as a going concern.
·	to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

20	Page

ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

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

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

Credit risk and Concentration risk

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

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

The Company is exposed to credit risk in the event of default by its customers. Accounts receivables are recorded at the invoiced amount, do not bear interest, and do not require collateral. For the three and six month periods ended March 31, 2025, one customer accounted for $6,929 and $15,870 or 46% and 61% of revenue (three and six month periods ended March 31, 2024: $6,700 and $17,700 or 63% and 78%). As of March 31, 2025, one customer accounted for 49% of accounts receivable (September 30, 2024: 71%). Refer note 5 for expected credit loss provision.

Liquidity risk

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

21	Page

ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

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

	2025		2026		2027		2028		2029 & beyond		Total

| Trade and other payables | | 8,529 | | - | | - | | - | | - | | 8,529 |

| Lease liability | | 359 | | 562 | | 521 | | 536 | | 692 | | 2,670 |

| Working capital facility | | - | | - | | - | | 13,612 | | - | | 13,612 |

| Other payable | | 172 | | 177 | | 208 | | 245 | | 718 | | 1,520 |

| | | 9,060 | | 739 | | 729 | | 14,393 | | 1,410 | | 26,331 |

The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at September 30, 2024:

	2025		2026		2027		2028		2029 & beyond		Total

| Trade and other payables | | 9,473 | | - | | - | | - | | - | | 9,473 |

| Lease liability | | 760 | | 598 | | 555 | | 571 | | 588 | | 3,072 |

| Short term loans | | 1,630 | | - | | - | | - | | - | | 1,630 |

| Promissory notes | | 519 | | - | | - | | - | | - | | 519 |

| Working capital facility | | 16,283 | | - | | - | | - | | - | | 16,283 |

| Other payable | | 211 | | 188 | | 208 | | 218 | | 610 | | 1,435 |

| | | 28,876 | | 786 | | 763 | | 789 | | 1,198 | | 32,412 |

Market risk

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

Interest rate risk

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

Foreign currency risk

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

Purchases are transacted in Canadian dollars, United States dollars and Euro. Management believes the foreign exchange risk derived from any currency conversions may have a material effect on the results of its operations. The financial instruments impacted by a change in exchange rates include our exposures to the above financial assets or liabilities denominated in nonfunctional currencies. Cash held by the Company in US dollars at March 31, 2025 was $58 (September 30, 2024: $159).

If the US dollar to Canadian foreign exchange rate changed by 2% this would change the recorded net gain (loss) by $296 (March 31, 2024: $148).

22	Page

ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

17.	Contingencies
a.	Refundable Ontario Investment Tax Credits
	On July 22, 2022, the Company received a Notice of Confirmation from the CRA relating to the 2014 and 2015 SRED reassessment for $299 (Cdn$386) and $302 (Cdn$389) including interest respectively. The balance owing has been fully provided for in other payables, and the Company is pursuing the next appropriate step in the appeal process and believes the amounts may be reversed or substantially reduced. The outcome cannot be determined.
b.	Ministry of Energy
	On May 28, 2018, the Province of Ontario issued a claim against Electrovaya Corp. claiming $655 (Cdn $830) related to a dispute regarding funding and fulfilment of the Intelligent Energy Storage System under the Smart Grid Fund program. A Statement of Defense disputing the claim in its entirety was filed on March 21, 2019. No further steps have been taken by the province to pursue the claim.
c.	Other Contingencies
	In the normal course of business, the Company is party to business related claims. The potential outcomes related to existing matters faced by the Company are not determinable at this time. The Company intends to defend these actions, and management believes that the resolution of these matters will not have a material adverse effect on the Company’s financial condition.

18.	Segment and Customer Reporting
	The Company develops, manufactures and markets power technology products. There is only a single segment applicable to the Company.<br> <br><br> <br>Given the size and nature of the products produced, the Company’s sales are segregated based on large format batteries, with the remaining smaller product line categorized as “Other”.

23	Page

ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

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

	Three months ended March 31,				Six months ended March 31,

| | 2025 | | 2024 | | 2025 | | 2024 | |

| Large format batteries | | 14,604 | | 10,462 | | 25,460 | | 22,341 |

| Other | | 414 | | 233 | | 727 | | 445 |

| | | 15,018 | | 10,695 | | 26,187 | | 22,786 |

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

	Three months ended March 31,				Six months ended March 31,

| | 2025 | | 2024 | | 2025 | | 2024 | |

| Sale of batteries and battery systems | | 14,604 | | 10,196 | | 25,460 | | 21,408 |

| Sale of services | | 313 | | 266 | | 525 | | 933 |

| Others | | 101 | | 233 | | 202 | | 445 |

| | | 15,018 | | 10,695 | | 26,187 | | 22,786 |

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

	Three months ended March 31,				Six months ended March 31,

| | 2025 | | 2024 | | 2025 | | 2024 | |

| Canada | | 142 | | 186 | | 348 | | 1,120 |

| United States | | 14,777 | | 10,484 | | 25,738 | | 21,621 |

| Others | | 99 | | 25 | | 101 | | 45 |

| | | 15,018 | | 10,695 | | 26,187 | | 22,786 |

19.

Other payables

Technology Partnerships Canada (“TPC”) projects are long-term (up to 30 years) commencing with an R&D phase, followed by a benefits phase – the period in which a product, or a technology, could generate revenue for the Company. In such cases, repayments would flow back to the program according to the terms and conditions of the Company’s contribution agreement. In June 2018, the contribution agreement was amended and is included at its net present value in other payables. Further, in September 2024, the agreement was further amended with amended terms and conditions for the repayment of the debt with new payment schedule. Consequently, the old debt was de-recognized and the new debt was recognized with first payment starting in July 2025 and final payment to be discharged in July 2031.

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ELECTROVAYA INC.<br> <br>Notes to unaudited condensed interim consolidated financial statements<br> <br>(Expressed in thousands of U.S. dollars)<br> <br>For the three and six month periods ended March 31, 2025 and 2024

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

	March 31,<br> <br>2025			September 30,<br> <br>2024

| Opening balance | | 379 | | | 984 | |

| Interest accretion | | - | | | 490 | |

| Foreign exchange gain / loss | | (23 | ) | | - | |

| Debt extinguishment | | - | | | (1,474 | ) |

| Recognition of new debt | | - | | | 370 | |

| Interest accretion on new debt | | 57 | | | 9 | |

| Ending balance | | 413 | | | 379 | |

| Less: current portion of the debt (included in Trade and other payables) | | (39 | ) | | (36 | ) |

| Ending balance of long-term portion | | 374 | | | 343 | |

Following is the payment schedule for TPC:

Year	Amount

| 2025 | | 155 |

| 2026 | | 132 |

| 2027 | | 132 |

| 2028 | | 132 |

| 2029 | | 132 |

| 2030 | | 132 |

| 2031 | | 132 |

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elva_ex992.htm EXHIBIT 99.2

—————— www.electrovaya.com

ELECTROVAYA INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE QUARTER ENDED MARCH 31, 2025

May 14 , 2025

ELECTROVAYA INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

1.	OUR BUSINESS	5

| 2. | OUR STRATEGY | 6 |

| 3. | RECENT DEVELOPMENTS | 7 |

| 4. | SELECTED QUARTERLY FINANCIAL INFORMATION | 10 |

| 5. | LIQUIDITY AND CAPITAL RESOURCES | 16 |

| 6. | OUTSTANDING SHARE DATA | 17 |

| 7. | OFF-BALANCE SHEET ARRANGEMENTS | 19 |

| 8. | RELATED PARTY TRANSACTIONS | 19 |

| 9. | CRITICAL ACCOUNTING ESTIMATES | 19 |

| 10. | CHANGES IN ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | 19 |

| 11. | FINANCIAL AND OTHER INSTRUMENTS | 19 |

| 12. | DISCLOSURE CONTROLS | 19 |

| 13. | INTERNAL CONTROL OVER FINANCIAL REPORTING | 20 |

| 14. | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT RISKS AND UNCERTAINTIES | 21 |

| 15. | OTHER RISKS | 25 |

● Introduction

Management’s discussion and analysis (“MD&A”) provides our viewpoint on our Company, performance and strategy. “We,” “us,” “our,” “Company” and “Electrovaya” include Electrovaya Inc. and its wholly-owned or controlled subsidiaries, as the context requires.

Our Board of Directors, on the recommendation of its Audit Committee, approved the content of this MD&A on May 14, 2025 and it is, therefore, dated as at that date. This MD&A includes the operating and financial results for the quarters ending March 31, 2025 and 2024, and should be read in conjunction with our condensed interim consolidated financial statements. It includes comments that we believe are relevant to an assessment of and understanding of the Company’s consolidated results of operations and financial condition. The financial information herein is presented in thousands of US dollars unless otherwise noted (except per share amounts, which are presented in US dollars unless otherwise noted), in accordance with International Financial Reporting Standards (“IFRS”). Additional information about the Company, including Electrovaya’s current annual information form, can be found on the SEDAR website for Canadian regulatory filings at www.sedar.com and the EDGAR website for SEC regulatory filings at sec.gov/EDGAR.

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● Forward-looking statements

This MD&A contains forward-looking statements, including statements that relate to, among other things, revenue, purchase orders, revenue guidance of more than $60 million in FY 2025, order growth and customer demand in FY 2025, mass production schedules, funding from EXIM and the Company’s ability to finalize the loan facility from EXIM bank on a timely basis, the anticipated operational start schedule for the Company’s Jamestown facility, future business opportunities, use of proceeds, ability to deliver to customer requirements and revenue growth forecasts for the fiscal year ending September 30, 2025. Forward-looking statements can generally, but not always, be identified by the use of words such as “may”, “will”, “could”, “should”, “would”, “likely”, "possible", “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “objective” and “continue” (or the negative thereof) and words and expressions of similar import. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate are necessarily applied in making forward looking statements and such statements are subject to risks and uncertainties, therefore actual results may differ materially from those expressed or implied in such statements and undue reliance should not be placed on such statements. Material assumptions made in disclosing the forward-looking statements included in the news release include, but are not limited to assumptions that the Company’s customers will deploy its products in accordance with communicated timing and volumes, that the Company’s customers will complete new distribution centers in accordance with communicated expectations, intentions and plans, the sum of anticipated new orders in FY 2025 based on customers’ historical patterns and additional demand communicated to the Company and its partners but not yet provided as a purchase order with the Company’s current firm purchase order backlog totaling approximately $80 million, a discount of approximately 25% used in the revenue modeling applied to the overall expected order pipeline to account for potential delays in customer orders, expected decreases in input and material costs combined with stable selling prices in FY 2025, and a stable political climate with respect to exports from Canada to the United States, the start up time for manufacturing in Jamestown NY of H1 FY 2026, the ability to leverage IRA45X credits, the ability to receive incentives from the state of New York, the ability to improve margins from domestic manufacturing, and the ability to attract additional customers through domestic manufacturing. Factors that could cause actual results to differ materially from expectations include but are not limited to customers not placing orders roughly in accordance with historical ordering patterns and communicated intentions resulting in annual revenue in FY 2025 in a total amount of at least $60 million, the imposition of a new tariff regime on Canadian exports by the United States, macroeconomic effects on the Company and its business and on the lithium battery industry generally, the Company’s liquidity and cash availability in excess of its operational requirements, and the ability to generate and sustain sales orders. Additional information about material factors that could cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements may be found in the Company’s Annual Information Form for the year ended September 30, 2024 under “Risk Factors”, in the Company’s base shelf prospectus dated September 17, 2024, and in the Company’s most recent annual Management’s Discussion and Analysis under “Qualitative And Quantitative Disclosures about Risk and Uncertainties” as well as in other public disclosure documents filed with Canadian securities regulatory authorities.

3	Page

The Company is evaluating the impact of potential tariffs by the US Government on imports from Canada. There is a very high level of uncertainty if the tariffs will be implemented and if they are implemented, the percentage and applicability is also uncertain. The Company has taken steps to mitigate the potential impact of tariffs by several methods including but not limited to commencing assembly operations at its Jamestown facility earlier than initially planned. The Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements contained in this document, whether as a result of new information, future events or otherwise, except as required by law.

The revenue for the periods described herein constitute future‐oriented financial information and financial outlooks (collectively, “FOFI”), and generally, is, without limitation, based on the assumptions and subject to the risks set out above under “Forward‐Looking Statements”. Although management believes such assumptions to be reasonable, a number of such assumptions are beyond the Company’s control and there can be no assurance that the assumptions made in preparing the FOFI will prove accurate. FOFI is provided for the purpose of providing information about management’s current expectations and plans relating to the Company’s future performance and may not be appropriate for other purposes.

The FOFI does not purport to present the Company’s financial condition in accordance with IFRS, and it is expected that there may be differences between audited results and preliminary results, and the differences may be material. The inclusion of the FOFI in this news release disclosure should not be regarded as an indication that the Company considers the FOFI to be a reliable prediction of future events, and the FOFI should not be relied upon as such.

4	Page

ELECTROVAYA INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

1.	OUR BUSINESS

Electrovaya Inc. designs, develops and manufactures directly or through out-sourced manufacturing lithium-ion batteries for Material Handling Electric Vehicles (“MHEV”) and other electric transportation applications, as well for electric stationary storage and other battery markets. Our main businesses include:

(a)	lithium-ion battery systems to power MHEV including fork-lifts as well as accessories such as battery chargers to charge the batteries;
(b)	lithium-ion batteries for robotic applications;
(c)	lithium ion battery cell and modules for sales to OEM customers in the defense, construction and other applications
(d)	high voltage battery systems for electric bus, truck and defense applications; and,
(e)	industrial products for energy storage.

The Company has a battery and battery systems research and manufacturing facility in Mississauga, Ontario. In December 2019, Electrovaya moved its corporate head office to 6688 Kitimat Road in Mississauga, Ontario. The location, which comprises approximately 62,000 square feet, is designed to enhance the Company’s productivity and efficiency. The Company also owns a 52-acre site including a 137,000 square foot manufacturing site at 1 Precision Way in Jamestown New York. This site is intended to be Electrovaya’s US headquarters and a key manufacturing hub. For further information, see “Liquidity and Capital Resources”. The Company has operating personnel in both Canada and the USA.

Electrovaya has a team of mechanical, electrical, electronic, battery, electrochemical, materials and system engineers able to give clients a “complete solution” for their energy and power requirements. Electrovaya also has substantial intellectual property in the lithium-ion battery sector.

Management believes that our battery and battery systems contain a unique combination of characteristics that enable us to offer battery solutions that demonstrate competitive advantages over other available advanced lithium ion and non-lithium-ion battery technologies. These characteristics include:

●	Safety: We believe our batteries provide a high level of safety in a lithium-ion battery. Safety in lithium-ion batteries is becoming an important performance factor and Original Equipment Manufacturers (“OEMs”) and users of lithium-ion batteries prefer to have the highest level of safety possible in lithium-ion batteries.
●	Cycle-life: Our cells are in the forefront of battery manufacturers with respect to cycle-life, with excellent rate capabilities. Cycle-life is generally controlled by the parasitic reactions inside the cell and these reactions have to be reduced in order to deliver industry leading cycle-life. Higher cycle-life is of importance in many intensive applications of lithium-ion batteries.

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●	Life Cycle Cost: Given the advantages for safety and longevity, Electrovaya’s Infinity battery products provide industry leading life cycle costs, which are key metrics for industrial and mission critical applications.
●	Battery Management System: Our overall battery systems technologies offer full solutions including thermal management and in-house developed Battery Management System (“BMS”). These systems are tailored for specific applications and OEM customers and also enable recurring revenue streams.

2.	OUR STRATEGY

We have developed a highly proprietary and specialized lithium-ion technology with competitive advantages for superior cycle life and safety over conventional lithium ion battery technologies. Given these advantages, the Company is focused on applications where those two performance differentiators provide the greatest benefits which has led to a focus on heavy duty and mission critical applications. These often require battery systems to provide around the clock operational capability, longer life and better safety and include material handling, robotics, transit, aerospace and other intensive electrified applications. We developed cells, modules, battery management systems, software and firmware necessary to deliver systems for these intensive applications. We also developed supply chains which can produce needed components including separators, electrolytes with appropriate additives, cells and cell assembly, modules, electronic boards, electrical and mechanical components as needed for our battery systems. Our goal is to utilize our battery and systems technology to develop and commercialize mass-production levels of battery systems for our targeted end markets. To achieve these strategic objectives, we intend to:

●	Establish global strategic relationships in order to broaden the market potential of our products and services;
●	Develop and commercialize leading-edge technology for heavy duty and mission critical electrified applications, as well as partnering with key large organizations to bring them to market;
●	Invest in research and development initiatives related to new technologies that reduce the costs of our products, but enhance the operating performance, of our current and future products; and,

6	Page

●	Focus on intensive use and mission critical applications such as the logistics and e-commerce industry, automated guided vehicles, electric buses, energy storage and similar other applications.
●	Develop recurring revenue streams that leverage the longevity and performance capability of the Company’s battery technology.

3.	RECENT DEVELOPMENTS

3.1 Business Highlights and 2025 Outlook

Business Highlights – Q1 and Q2 FY2025:

On October 17, 2024, the Company announced a CDN$2 million investment from the Government of Canada through the Federal Economic Development Agency for Southern Ontario. The funding will be used to support investments in automation, AI and capacity enhancements at the Company’s Mississauga, Ontario manufacturing facility.

On November 12, 2024, the Company announced it has received a purchase order valued at approximately US$3.5 million for immediate delivery of its batteries from one of its OEM sales channels. The batteries will be used by a leading Fortune 100 e-commerce company in the United States and Australia for powering material handling electric vehicles in its warehouse operations.

On November 14, 2024, the Company announced that it has secured a direct loan in the amount of US$50.8 million from the Export-Import Bank of the United States ("EXIM") under the bank's ‘Make More in America' initiative. This financing will fund Electrovaya's battery manufacturing buildout in Jamestown, New York including equipment, engineering and setup costs for the facility.

On December 3, 2024, the Company announced it had received a purchase order valued at approximately US$4.1 million for immediate delivery of its batteries. The batteries will be used by a leading Fortune 500 retailer in the United States for powering material handling electric vehicles in two existing warehouse sites. Additional sites are also being planned for conversion on top of the two orders received.

On December 16, 2024, the Company announced that its Infinity Series Lithium-Ion Phosphate (LFP) based cell had successfully achieved UL2580 recognition. This milestone underscores the exceptional safety and reliability of Electrovaya's battery technology, meeting the rigorous safety standards set by UL2580, including the stringent external fire test (projectile test).

On December 18, 2024, the Company announced that in connection with its previously completed public offering of 5,175,000 common shares in the capital of the Company (the "Common Shares") at the price of US$2.15 per Common Share (the "Offering Price") for gross proceeds of approximately US$11.1 million (the "Offering") that Roth Capital Partners, acting as sole book-running manager, and Raymond James Ltd. and Craig-Hallum Capital Group LLC acting as the co-lead book-running managers in the Offering, have purchased an additional 776,250 Common Shares at the Offering Price, for additional gross proceeds to the Company of US$1,668,937 before deducting the underwriting commissions, pursuant to their exercise in full of the over-allotment option (the "Over-Allotment Option"). After giving effect to the full exercise of the Over-Allotment Option, the Company sold 5,951,250 Common Shares under the Offering, for aggregate gross proceeds of US$12,795,188

7	Page

On March 4, 2025, the Company announced it has received a purchase order through its OEM sales channel valued at approximately US$4.2 million. The batteries will be used by a rapidly growing cold storage third party logistics operator in the United States for powering material handling electric vehicles. The end user currently operates six facilities with Electrovaya's Infinity Battery Technology.

On March 6, 2025, the Company announced that it has received orders from a second global construction OEM through its partnership with Sumitomo Corporation Power & Mobility ("SCPM"), a 100% subsidiary of Sumitomo Corporation (TYO:8053). This order is for high voltage battery systems for a leading global Japanese headquartered construction equipment manufacturer. The orders were placed under Electrovaya's existing Supply Agreement with SCPM and will be delivered in Japan in 2025.

On March 10, 2025, the Company announced that it has closed a direct loan in the amount of US$50.8 million from the Export-Import Bank of the United States ("EXIM") under the bank's ‘Make More in America' initiative. The Company has also met substantially all of EXIM's condition precedents required to begin drawdowns on the loan.

On March 10, 2025, the Company announced that it has closed a credit agreement with the Bank of Montreal Corporate Finance ("BMO") for a senior secured asset-based lending facility (the "Facility") which includes a three year term and which includes the following features:

·	Revolving asset-based facility of US $20.0 Million
·	Accordion of US $5.0 million to support further growth when required
·	Ancillary credit products for foreign currency hedging and credit cards

This facility lowers Electrovaya's cost of capital with reduced interest rates and fees, strengthening its financial position for expansion. The new Facility, with an initial three-year term, will support Electrovaya's growth plans over the next few years and includes lending capabilities for both Electrovaya's US and Canadian operations. Importantly, the BMO facility enables financing from the United States Export-Import Bank ("EXIM") for Jamestown manufacturing investments through an intercreditor agreement.

On March 27, 2025, the Company announced it had received purchase orders through its OEM sales channel valued at approximately US$7.3 million. The batteries will be used by a leading Fortune 100 e-commerce company in the United States and Canada for powering material handling electric vehicles in multiple distribution centers. This order followed a recent $3.5 million order from the same end customer that was placed in November 2024. Additional sites are under consideration for this calendar year.

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Subsequent Events

On April 1, 2025, the Company announced it had received a purchase order valued at approximately US$8.7 million. The batteries will be used by a leading Fortune 500 retailer in the United States for powering material handling electric vehicles in three existing warehouse sites. This order followed a recent $4.1million order from the same end customer for two distribution centers that was placed in December 2024. Additional sites are also being planned for conversion on top of these new orders.

On April 17, 2025, the Company announced that Professor Donald Sadoway of MIT, joined the Board of Directors. Prof. Sadoway is Professor of Materials Chemistry Emeritus in the Department of Material Science and Engineering at the Massachusetts Institute of Technology. He is a co-founder of six companies, is an inventor on 42 US patents and was listed in Time Magazine’s 100 most Influential People in the World in 2012.

On April 30, 2025, the Company announced that it received the Make More in America Deal of the Year award from the Export Import Bank of the United States.

On May 5, 2025, the Company announced that it had begun battery systems manufacturing operations out of its Jamestown New York facility. It also announced that it had placed over $40 million worth of capital equipment orders to prepare for cell and module manufacturing, slated to begin in mid 2026.

Positive Financial Outlook:

The Company anticipates revenue of approximately $60 million for the fiscal year ending September 30, 2025 (“FY 2025”), an increase of between approximately 35% over the revenue generated in FY2024 of $44 million. The revenue is anticipated to be generated primarily from sales of material handling battery systems.

The revenue forecast takes into consideration the Company’s existing purchase order backlog, anticipated pipeline, additional demand from its key OEM partner and new products designed for new sectors. This guidance is subject to change and is made barring any unforeseen circumstances. See “Forward-Looking Statements”.

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4.	SELECTED QUARTERLY FINANCIAL INFORMATION

4.1 OPERATING SEGMENTS

The Company has reviewed its operations and determined that it operates in one business segment and has only one reporting unit. The Company develops, manufactures and markets power technology products.

4.2 Quarterly Financial Results

Our Q2 2025 Interim Financial Statements have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as issued by the IASB and accounting policies we adopted in accordance with IFRS. The Q2 2025 Interim Financial Statements reflect all adjustments that are, in the opinion of management, necessary to present fairly our financial position as at March 31, 2025, and the financial performance, comprehensive income and cash flows for the three months ended March 31, 2025.

Results of Operations

(Expressed in thousands of U.S. dollars)

10	Page

Revenue

Revenue increased to $15.0 million, compared to $10.7 million for the quarter ended March 31, 2025 and 2024 respectively, an increase of $4.3 million or 40%. The increase in year-over-year revenue was due to an increase in order volume from some key customers. The Company received in excess of $30m of orders in the quarter ended March 31, 2025.

Revenue was predominantly from the sale of batteries and battery systems for MHEVs. Batteries and battery systems accounted for $14.6 million or 97% of revenue for Q2 2025 and $10.2 million or 95% for Q2 2024. Sale of engineering services and other sources of revenue accounted for the remaining $0.4 million or 3% in Q2 2025 and $0.5 million or 5% in Q2 2024.

For the quarter ended March 31, 2025, revenue attributable to the United States accounted for $14.8 million 98% of total revenue while revenue attributed to Canada and other countries accounted for the remaining $0.2 million or 2%. For the quarter ended March 31, 2024 revenue attributable to the United States accounted for $10.5 million or 98%. This reflects the continued growing level of interest in our material handling batteries and an increased direct and indirect sales presence in the United States.

Direct Manufacturing Costs (variable costs) and Gross Margin

Direct manufacturing costs are comprised of materials, labour and manufacturing overhead, excluding amortization, associated with the production of batteries and battery packs for Electric Vehicles, stationary grid applications and research and engineering service revenues.

The gross margin increased in comparison to the March 2024 quarter. Gross margin for the period ended March 31, 2025 is $4.7 million compared to $3.7 million for the period ended March 31, 2024. While the actual dollar amount of gross margin increased, the gross margin percentage decreased to 31.1% for the quarter ended March 31, 2025, compared to 34.8% in the comparative period. This decrease is due to product mix, with a higher proportion of higher margin batteries being sold in the prior year. When reviewing gross margin by revenue stream, the main driver of revenue, Battery Systems, shows a gross margin of 31.1% for the quarter.

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Our margin varies from period to period due to a number of factors including the product mix, special customer pricing, material cost, shipping costs and foreign exchange movement.

Operating Expenses

Operating expenses include:

●	Research and Development (“R&D”) Research and development expenses consist primarily of compensation and premises costs for research and development personnel and activities, including independent contractors and consultants, and direct materials;

| ● | Government Assistance The company applied for and received funding from the Industrial Research Assistance Program during the period; |

| ● | Sales and Marketing Sales and marketing expenses are comprised of the salaries and benefits of sales and marketing personnel, marketing activities, advertising and other costs associated with the sales of Electrovaya’s product lines; |

| ● | General and Administrative General and administrative expenses include salaries and benefits for corporate personnel, insurance, professional fees, reserves for bad debts and facilities expenses. The Company’s corporate administrative staff includes its executive officers and employees engaged in business development, financial planning and control, legal affairs, human resources and information technology; |

| ● | Stock based compensation Recognizes the value based on Black-Scholes option pricing model of stock-based compensation expensed over the relevant vesting period; |

| ● | Financing costs Financing costs includes the cost of debt, equity or other financing. This includes cash and non-cash interest, legal costs of financing, commissions and fees; and, |

| ● | Patent and trademark costs Patent and trademark expense recognizes the cost of maintaining the Company’s patent and trademark portfolio. |

Total operating expenses increased by $0.5 million to $3.2 million at 31 March 2025, compared to $3.0 million in the prior year. Within the quarter the most significant movements included research and development, which increased by $0.4 million driven by increased engineering headcount and additional project expenditure. General and administrative expenses increased by $0.2 million and was more than offset by the decrease in share based compensation of $0.2 million. No other operating expenses showed significant movements in the quarter.

Net Profit/(Loss)

The net profit increased to $0.8 million from a net loss of $0.8 million for the quarters ended March 31, 2025 and 2024 respectively, a significant increase of $1.6 million. This is due to the combined benefits from the increase in overall revenue, reduction in finance costs driven primarily by the new banking agreement and lower interest charges, and the small foreign exchange gain generated in the quarter. The Company did not incur any one off costs in this quarter.

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Key Performance Indicators

In addition to operating results and financial information described above, management reviews the following measures (which are not measures defined under IFRS):

Adjusted EBITDA^1^

(Expressed in thousands of U.S. dollars)

^1^ Non-IFRS Measure: Adjusted EBITDA is defined as loss from operations, plus stock-based compensation costs and depreciation and amortization. Adjusted EBITDA does not have a standardized meaning under IFRS. We believe that certain investors and analysts use Adjusted EBITDA to measure the performance of the business and is an accepted measure of financial performance in our industry. It is not a measure of financial performance under IFRS, and may not be defined and calculated in the same manner by other companies and should not be considered in isolation or as an alternative to Income (loss) from operations.

Adjusted EBITDA^1^ increased by $0.5 million year over year to $2.0 million. Management has achieved positive Adjusted EBITDA^1^ in 2025 through an increase in sales, improving the gross margin and controlling cost of operations.

We continue our efforts for sales growth, control of manufacturing costs and reduction operating expenses.

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4.3 Summary Operating Results - Six Months Ended March 31, 2025 & 2024

Summary Financial Position

(Expressed in thousands of U.S. dollars)

Revenue was $26.2 million and $22.8 million for the six months ended March 31, 2025 and 2024, an increase of $3.4 million or 15% year over year. It is anticipated that sales will be higher for the second half of 2025 as customer site launches are skewed to our fiscal Q3 and Q4 periods.

The gross margin decreased slightly to 30.9% from 31.8% in the prior year, primarily driven by product mix. Management is working to increase the gross margin through increasing efficiency within the production facility and taking advantage of increased purchasing power.

Operating expenses increased by $0.2 million or 3% from Q2 FY2024 to Q2 FY 2025, primarily due to increases in research and development expenses, which increased by $0.4 million. These increases were offset by savings in sales and marketing, general and administrative and stock based compensation of a combined $0.3 million. Finance cost decreased by $0.2 million, while foreign exchange gain increased by $0.6 million due to the favourable Canadian dollar exchange rate.

Operating profit increased by $0.6 million to $1.2 million for the six month period ended March 31, 2025. The Company also generated a Net Profit of $0.4 million for the six months ended March 31, 2025, compared to a Net Loss of $1.0 million in the prior year, an improvement of $1.4 million.

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Quarterly Summary Financial Position and Cash Flow

Summary Financial Position

(Expressed in thousands of U.S. dollars)

Management is focused on continuing to improve the company’s financial position through the prudent use of debt and equity but most importantly achieving a profitable position and strong working capital management.

Summary Cash Flow

(Expressed in thousands of U.S. dollars)

The Company ended March 31, 2025 with $0.3 million of cash as compared to $1.1 million at March 31, 2024.

For the quarter ended March 31, 2025 the Company had cash provided by operating activities of $3.2 million, as compared to cash provided of $1.9 million for March 31, 2024. The Company had negative changes in working capital of $8.0 million, which was primarily due to the timing of invoicing as a result of the uncertain economic conditions relating to tariffs. To date the Company has recovered approximately $12 million of the closing accounts receivable balance. The company continues to utilise its revolving credit line to help fund purchase orders.

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Quarterly Comparative Summaries

Quarterly revenue from continued operations are as follows:

(USD $ thousands)	Q1	Q2	Q3	Q4

| 2025 | $11,169 | $15,018 | - | - |

| 2024 | $12,091 | $10,695 | $10,274 | $11,555 |

| 2023 | $8,562 | $8,470 | $10,597 | $16,430 |

Quarterly net profits/(losses) from continued operations are as follows:

(USD $ thousands)	Q1	Q2	Q3	Q4

| 2025 | $(420) | 828 | - | - |

| 2024 | $(208) | $(839) | $(324) | $(114) |

| 2023 | $(2,581) | $(303) | $(557) | $1,962 |

Quarterly net gains (losses) per common share from continued operations are as follows:

	Q1	Q2	Q3	Q4

| 2025 | $(0.01) | $0.02 | - | - |

| 2024 | $(0.01) | $(0.03) | $(0.01) | $(0.00) |

| 2023 | $(0.08) | $(0.01) | $(0.02) | $0.06 |

Quarterly Revenue and Seasonality

In recent periods, revenue has been relatively low in the fiscal first quarter, which management believes reflects some material handling customers’ preference to defer product delivery past the holiday season and into the New Year.

The lithium-ion forklift battery has a long sales cycle as many customers are large companies, the technology is relatively new to the forklift market, and customers need time to familiarize themselves with and validate the benefits as compared to the incumbent technology of lead acid batteries. In some cases, the process involves receiving a demonstrator battery for testing and trial. This causes a somewhat long and “lumpy”, or uneven, sales cycle. As customers become more comfortable with the product and place repeat orders it is management's view that the sales will grow in a more predictable and consistent fashion.

5.	LIQUIDITY AND CAPITAL RESOURCES

During the six months ended March 31, 2025, the Company had cash used in operations of $4.8 million (Cash provided from operating activities in March 31, 2024 was $0.3 million). As of March 31, 2025 the company had working capital of $26.2 million (September 30, 2024: $0.9 million) and a net profit of $0.4 million for the six months ended March 31, 2025 (six months ended March 31, 2024: $(1.0) million). The Company’s equity was in surplus of $21.1 million as of March 31, 2025 (September 30, 2024: $8.6 million). As of March 31, 2025 the Company had cash and cash equivalents of $0.3 million (September 30, 2024: $0.8 million). During the quarter ended March 31, 2025, the Company refinanced its revolving facility with a new lender increasing the borrowing limit to $20 million with a $5 million accordion. The Company also secured $50 million of financing for its Jamestown facility from the Export Import Bank of the United States. As of March 31, 2025 it had not drawn down on this loan.

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In assessing whether the going concern assumption was appropriate, management took into account all relevant information available about the future, which was at least, but not limited to, the twelve-month period following March 31, 2025. The Company and its Board of Directors have implemented various operating and financing strategies.

At March 31, 2025, we had the following contractual obligations:

Year of Payment Obligation	Contractual Obligations

| 2025 | | 9,060 |

| 2026 | | 739 |

| 2027 | | 729 |

| 2028 | | 13,868 |

| 2029 and thereafter | | 1,410 |

| Total | $ | 25,806 |

6.	OUTSTANDING SHARE DATA

The authorized and issued capital stock of the Company consists of an unlimited authorized number of common shares as follows:

	Number Outstanding		Amount

| Balance, September 30, 2023 | | 33,832,784 | | 115,041 |

| Issuance of shares | | 10,024 | | 30 |

| Issuance of shares | | 42,157 | | 169 |

| Transfer from contributed surplus | | - | | 501 |

| Exercise of options | | 252,700 | | 667 |

| Balance, September 30, 2024 | | 34,137,665 | | 116,408 |

| Issuance of shares | | 5,951,250 | | 11,582 |

| Balance, December 31, 2024 | | 40,088,915 | | 127,990 |

| Exercise of options | | 18,000 | | 72 |

| Balance, March 31, 2025 | | 40,106,915 | | 128,062 |

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Details of share warrants

	Number Outstanding		Exercise Price

| Outstanding, December 31, 2024 | | 1,420,000 | $ | 0.63 |

Details of compensation options

	Number Outstanding			Weighted Average Exercise Price

| Outstanding, September 30, 2023 | | 4,714,388 | | | 2.44 |

| Exercised during the year | | (252,700 | ) | | 2.65 |

| Expired during the year | | (24,000 | ) | | 2.87 |

| Granted | | 443,000 | | | 3.42 |

| Outstanding, September 30, 2024 | | 4,880,288 | | | 2.52 |

| Expired during the year | | (2,000 | ) | | 3.42 |

| Outstanding, December 31, 2024 | | 4,878,288 | | | 2.37 |

| Exercised during the year | | (18,000 | ) | | 3.25 |

| Expired during the year | | (17,499 | ) | | 3.42 |

| Outstanding, March 31, 2025 | | 4,842,789 | | | 2.37 |

As of March 31, 2025, the Company had 40,106,915 common shares outstanding, 4,842,789 options to purchase common shares outstanding and 1,420,000 warrants to purchase common shares outstanding.

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7.	OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements for the quarter ended March 31, 2025.

8.	RELATED PARTY TRANSACTIONS

Please refer to note 14 to the March 31, 2025 Financial Statements for details on related party transactions.

9.	CRITICAL ACCOUNTING ESTIMATES

The Company’s management makes judgments in the process of applying the Company’s accounting policies in the preparation of its condensed interim consolidated financial statements. In addition, the preparation of financial information requires that the Company’s management make assumptions and estimates of effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

The critical judgments, estimates and assumptions applied in the preparation of Company’s financial information are reflected in Note 3 of the Company’s September 30, 2024 consolidated financial statements.

10.	CHANGES IN ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Our accounting policies and information on the adoption and impact of new and revised accounting standards the Company was required to adopt effective October 1, 2024 are disclosed in Note 4 of our consolidated financial statements and their related notes for the year ended September 30, 2024.

11.	FINANCIAL AND OTHER INSTRUMENTS

Please refer to note 16 of the March 31, 2025 Financial Statements for details of Financial and Other Instruments.

12.	DISCLOSURE CONTROLS

We have established disclosure controls and procedures that are designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under securities legislation is recorded, processed, summarized, and reported within the time periods specified in such rules and forms and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer (who are our Chief Executive Officer and Chief Financial Officer, respectively) as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

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Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation and as described below under “Internal Control over Financial Reporting”, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2025.

13. INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the CEO and the CFO and affected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed interim consolidated financial statements for external purposes in accordance with IFRS.

Our management, including our CEO and CFO, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud might occur and not be detected.

Management assessed the effectiveness of the Company’s internal control over financial reporting on March 31, 2025, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission as published in 2013, and determined that the Company’s internal control over financial reporting was effective. Also, management determined there were no material weaknesses in the Company’s internal control over financial reporting on March 31, 2025.

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14.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT RISKS AND UNCERTAINTIES

Capital risk

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

The Company's capital management objectives are:

●	to best optimize and utilize the resources of the Company for sustainable growth of the Company.
●	to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

The Company monitors capital on the basis of the carrying amount of equity plus its short-term debt comprised of the promissory note, less cash and cash equivalents as presented on the face of the statement of financial position.

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

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Capital for the reporting periods under review is summarized as follows:

Credit risk

Credit risk is the risk that the counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments, for example, by granting loans and receivables to customers, placing deposits, etc. The Company’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognized at the reporting date, as summarized below:

	March 31, 2025		September 30, 2024

| Cash and cash equivalents | $ | 283 | $ | 781 |

| Trade and other receivables | $ | 18,073 | $ | 11,292 |

| Carrying amount | $ | 18,356 | $ | 12,073 |

Cash and cash equivalents are comprised of the following:

	March 31, 2025		September 30, 2024

| Cash | $ | 283 | $ | 781 |

| Cash equivalents | $ | - | $ | - |

| Carrying amount | $ | 283 | $ | 781 |

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The Company's current portfolio consists of certain banker’s acceptance and high interest yielding savings accounts deposits. The majority of cash and cash equivalents are held with financial institutions, each of which had at March 31, 2025 a rating of R-1 mid or above.

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

Liquidity risk

Liquidity risk is the risk that we may not have cash available to satisfy our financial obligations as they come due. The majority of our financial liabilities recorded in accounts payable, accrued and other current liabilities and provisions are due within 90 days. We manage liquidity risk by maintaining a portfolio of liquid funds and having access to a revolving credit facility. We believe that cash flow from operating activities, together with cash on hand, cash from our A/R, and borrowings available under the working capital facilities are sufficient to fund our currently anticipated financial obligations and will remain available in the current environment.

Market risk

Interest rate risk

The Company has floating and fixed interest-bearing debt ranging from prime plus 2%, to 4.25% per annum. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions.

Foreign currency risk

The Company is exposed to foreign currency risk. The Company’s functional currency is the US dollar, and a majority of its revenue is derived in US dollars. Purchases are transacted in Canadian dollars, United States dollars and Euro. Management believes the foreign exchange risk derived from any currency conversions may have a material effect on the results of its operations. The financial instruments impacted by a change in exchange rates include our exposures to the above financial assets or liabilities denominated in non-functional currencies. Cash held by the Company in US dollars at March 31, 2025 was $58 (September 30, 2024 - $159).

If the US dollar to Canadian foreign exchange rate changed by 2% this would change the recorded net gain(loss) by $296 (March 31, 2024: $148).

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Price risk

The Company is exposed to price risk. Price risk is the risk that the commodity prices that the Company charges are significantly influenced by its competitors and the commodity prices that the Company must charge to meet its competitors may not be sufficient to meet its expenses. The Company reduces the price risk by ensuring that it obtains information regarding the prices set by its competitors to ensure that its prices are appropriate to the unique attributes of our product. In the opinion of management, the price risk is low and is not material.

Disclosure control risks

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, have designed disclosure controls and procedures (“DC&P”), or caused them to be designed under their supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known, particularly during the period in which interim or annual filings are being prepared, and information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation. Although certain weaknesses have been identified, these items do not constitute a material weakness or a weakness in DC&P that are significant. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. DC&P are reviewed on an ongoing basis.

Internal control risks

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, have designed such internal control over financial reporting (“ICFR”), or caused it to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Such design also uses the framework and criteria established in Internal Control over Financial Reporting - Guidance for Smaller Public Companies, issued by The Committee of Sponsoring Organizations of the Treadway Commission. The Company relies on entity-wide controls and programs including written codes of conduct and controls over initiating, recording, processing and reporting significant account balances and classes of transactions. Other controls include centralized processing controls, including a shared services environment and monitoring of operating results. Based on the evaluation of the design and operating effectiveness of the Company’s ICFR, the CEO and CFO concluded that the company’s ICFR were effective as at March 31, 2025.

The Company does not believe that it has any material weakness or a weakness in ICFR that are significant.

As the Company incurs future growth, we plan to expand the number of individuals involved in the accounting function. At the present time, the CEO and CFO oversee all material transactions and related accounting records. In addition, the Audit Committee reviews on a quarterly basis the financial statements and key risks of the Company and queries management about significant transactions, there is a quarterly review of the company’s condensed interim unaudited financial statements by the Company’s auditors and daily oversight by the senior management of the Company.

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15.	OTHER RISKS

Political Risk

Political Risk is the risk that political factors outside the Company’s control can have a material impact on the Company. With the recent change in the political leadership of the United States of America, permanent or temporary tariffs on trade between Canada and the United States is a possibility. Any tariff imposed on trade between the two countries could have a material impact on the Company. The Company is evaluating the impact of these tariffs and is committed to finding the best solution to mitigate the impact on its operations.

Other Risk Factors.

The risks described above are not the only risks and uncertainties that we face. Additional risks the Company faces are described under the heading “Risk Factors” in the Company’s AIF for the year ended September 30, 2024.

Other additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. These risk factors could materially affect our future operating results and could cause actual events to differ materially from those described in our forward-looking statements.

Additional information relating to the Company, including our AIF for the year ended September 30, 2024, is available on SEDAR and EDGAR.