Electrovaya Inc 6-K, filed Feb 13, 2026
Electrovaya Inc. (ELVA)
About this 6-K
Electrovaya Inc filed this 6-K on February 13, 2026.
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 February 2026
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. | |||
| (Registrant) | |||
| Date: February 12, 2026 | By | /s/ Raj Das Gupta | |
| Raj Das Gupta | |||
| Chief Executive Officer | |||
| 2 |
EXHIBIT INDEX
| Exhibit |
| Description of Exhibit |
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| 3 |
EXHIBIT 99.1
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
ELECTROVAYA INC.
FOR THE PERIODS ENDED DECEMBER 31, 2025 and 2024
ELECTROVAYA INC.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in thousands of U.S. dollars)
| As at December 31, 2025 and September 30, 2025 |
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| As at |
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| As at |
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| Notes |
| December 31, 2025 |
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| September 30, 2025 |
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| Assets |
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|
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| Current assets |
|
|
|
|
|
|
|
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| Cash and cash equivalents |
|
|
|
| 22,677 |
|
|
| 6,358 |
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| Restricted cash |
|
|
|
| 2,443 |
|
|
| 656 |
|
| Trade and other receivables |
| Note 4 |
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| 13,964 |
|
|
| 16,474 |
|
| Inventories |
| Note 5 |
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| 13,764 |
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|
| 12,451 |
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| Prepaid expenses |
| Note 6 |
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| 9,386 |
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| 6,017 |
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| Total current assets |
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|
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| 62,234 |
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|
| 41,956 |
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| Non-current assets |
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| Property, plant and equipment |
| Note 7 |
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| 14,969 |
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| 13,043 |
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| Long-term deposit |
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| 258 |
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| 257 |
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| Deposits for Jamestown equipment |
| Note 6 |
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| 20,309 |
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| 6,608 |
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| Deferred income tax asset |
| Note 19 |
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| 2,166 |
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| 2,067 |
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| Total non-current assets |
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| 37,702 |
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| 21,975 |
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| Total assets |
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| 99,936 |
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| 63,931 |
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| Liabilities and Equity |
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| Current liabilities |
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| Trade and other payables |
| Note 8 |
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| 10,018 |
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| 9,576 |
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| Derivative liability |
| Note 15 |
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| - |
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| 144 |
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| Lease liability |
| Note 11 |
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| 321 |
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| 358 |
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| Total current liabilities |
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| 10,339 |
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| 10,078 |
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| Non-current liabilities |
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| Lease liability |
| Note 11 |
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| 1,395 |
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| 1,457 |
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| Long term loan |
| Note 9 |
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| 27,263 |
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| 20,744 |
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| Government assistance payable |
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| 281 |
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| 216 |
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| Other payables |
| Note 18 |
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| 338 |
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| 309 |
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| Total non-current liabilities |
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| 29,277 |
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| 22,726 |
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| Equity |
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| Share capital |
| Note 12 |
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| 163,106 |
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| 134,866 |
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| Contributed surplus |
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| 11,365 |
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| 11,508 |
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| Warrants |
| Note 12 |
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| 4,725 |
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| 4,725 |
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| Accumulated other comprehensive income |
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| 5,967 |
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| 5,909 |
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| Deficit |
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|
| (124,843 | ) |
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| (125,881 | ) |
| Total Equity |
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| 60,320 |
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| 31,127 |
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| Total liabilities and equity |
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| 99,936 |
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| 63,931 |
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| See accompanying notes to unaudited condensed interim consolidated financial statements | ||||
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| Signed on behalf of the Board of Directors | ||||
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| Chair of the Board | Sankar Das Gupta, Director | |||
| Chair of Audit Committee | James K Jacobs, Director | |||
| 1 | Page |
ELECTROVAYA INC.
Condensed Interim Consolidated Statements of Income (loss)
(Expressed in thousands of U.S. dollars)
For the three-month periods ended December 31, 2025 and 2024
| (Unaudited) |
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| Three months ended |
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| Three months ended |
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| Notes |
| December 31, 2025 |
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| December 31, 2024 |
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| Revenue |
| Note 17 |
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| 15,554 |
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| 11,169 |
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| Direct manufacturing costs |
| Note 5(c) |
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| 10,440 |
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| 7,761 |
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| Gross margin |
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| 5,114 |
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| 3,408 |
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| Expenses |
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| Research and development |
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| 1,224 |
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| 984 |
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| Government assistance |
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| (187 | ) |
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| (65 | ) |
| Sales and marketing |
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| 734 |
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| 780 |
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| General and administrative |
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| 1,363 |
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| 1,167 |
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| Stock based compensation |
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| 195 |
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| 415 |
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| Depreciation and amortization |
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| 414 |
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| 317 |
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| 3,743 |
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| 3,598 |
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| Income (loss) from operations |
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| 1,371 |
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| (190 | ) |
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| Net finance charges |
| Note 10 |
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| 448 |
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| 702 |
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| Foreign exchange loss (gain) and interest income |
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| (16 | ) |
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| (472 | ) |
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| Income tax recovery |
| Note 19 |
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| 99 |
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|
| - |
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| Net income (loss) for the period |
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| 1,038 |
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| (420 | ) |
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| Basic income (loss) per share |
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| 0.02 |
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| (0.01 | ) |
| Diluted income (loss) per share |
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| 0.02 |
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| (0.01 | ) |
| Weighted average number of shares – basic |
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| 42,631,729 |
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| 34,978,603 |
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| Weighted average number of shares – diluted |
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| 45,734,541 |
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| 34,978,603 |
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See accompanying notes to unaudited condensed interim consolidated financial statements.
| 2 | Page |
ELECTROVAYA INC.
Condensed Interim Consolidated Statements of Comprehensive income (Loss)
(Expressed in thousands of U.S. dollars)
For the three-month periods ended December 31, 2025 and 2024
| (Unaudited) |
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| Three months ended December 31, 2025 |
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| Three months ended December 31, 2024 |
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| Net income (loss) for the period |
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| 1,038 |
|
|
| (420 | ) |
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|
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| Items that may be reclassified to Profit and Loss |
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|
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| Cumulative translation adjustment |
|
| 58 |
|
|
| (103 | ) |
| Other comprehensive income (loss) for the period |
|
| 58 |
|
|
| (103 | ) |
| Total comprehensive income (loss) for the period |
|
| 1,096 |
|
|
| (523 | ) |
See accompanying notes to unaudited condensed interim consolidated financial statements.
| 3 | Page |
ELECTROVAYA INC.
Condensed Interim Consolidated Statements of Changes in Equity
(Expressed in thousands of U.S. dollars)
| For the three-month periods ended December 31, 2025 and 2024 |
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|
| Share Capital |
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| Contributed Surplus |
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| Warrants |
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| Accumulated other Comprehensive Income |
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| Deficit |
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| Total |
| ||||||
| Balance – October 01, 2024 |
|
| 116,408 |
|
|
| 10,904 |
|
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| 4,725 |
|
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| 5,792 |
|
|
| (129,244 | ) |
|
| 8,585 |
|
| Stock-based compensation |
|
| - |
|
|
| 415 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 415 |
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| Issue of shares |
|
| 11,582 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
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|
| 11,582 |
|
| Other comprehensive loss for the period |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (103 | ) |
|
| - |
|
|
| (103 | ) |
| Net loss for the period |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (420 | ) |
|
| (420 | ) |
| Balance – December 31, 2024 |
|
| 127,990 |
|
|
| 11,319 |
|
|
| 4,725 |
|
|
| 5,689 |
|
|
| (129,664 | ) |
|
| 20,059 |
|
|
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|
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|
|
|
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|
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|
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|
|
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| Balance – October 01, 2025 |
|
| 134,866 |
|
|
| 11,508 |
|
|
| 4,725 |
|
|
| 5,909 |
|
|
| (125,881 | ) |
|
| 31,127 |
|
| Stock-based compensation |
|
| - |
|
|
| 195 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 195 |
|
| Issue of shares |
|
| 25,845 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 25,845 |
|
| Exercise of options |
|
| 2,030 |
|
|
| (338 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,692 |
|
| Exercise of warrants |
|
| 365 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 365 |
|
| Other comprehensive income for the period |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 58 |
|
|
| - |
|
|
| 58 |
|
| Net income for the period |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,038 |
|
|
| 1,038 |
|
| Balance – December 31, 2025 |
|
| 163,106 |
|
|
| 11,365 |
|
|
| 4,725 |
|
|
| 5,967 |
|
|
| (124,843 | ) |
|
| 60,320 |
|
See accompanying notes to unaudited condensed interim consolidated financial statements.
| 4 | Page |
ELECTROVAYA INC.
Condensed Interim Consolidated Statement of Cash Flows
(Expressed in thousands of U.S. dollars)
For the three-month periods ended December 31, 2025 and 2024
| (Unaudited) |
|
|
| Notes |
| Three months ended December 31, 2025 |
|
| Three months ended December 31, 2024 |
| ||
|
|
|
|
|
|
|
|
|
| ||
| Cash and cash equivalents provided by (used in) Operating activities |
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
| ||
| Net income (loss) for the period |
|
|
|
| 1,038 |
|
|
| (420 | ) |
| Add : |
|
|
|
|
|
|
|
|
|
|
| Depreciation and Amortization |
|
|
|
| 414 |
|
|
| 317 |
|
| Stock based compensation expense |
|
|
|
| 195 |
|
|
| 415 |
|
| Interest expense and other financing charges |
| Note 10 |
|
| 448 |
|
|
| 702 |
|
| Unrealized foreign exchange |
|
|
|
| (73 | ) |
|
| (10 | ) |
| Income tax recovery |
| Note 19 |
|
| (99 | ) |
|
| - |
|
| Cash provided by (used in) operating activities |
|
|
|
| 1,923 |
|
|
| 1,004 |
|
| Net Changes in the working capital |
| Note 14 |
|
| (218 | ) |
|
| (1,281 | ) |
| Cash from (used in) operating activities |
|
|
|
| 1,705 |
|
|
| (277 | ) |
|
|
|
|
|
|
|
|
|
|
|
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| Investing activities: |
|
|
|
|
|
|
|
|
|
|
| Purchase of property, plant and equipment |
| Note 7 |
|
| (2,229 | ) |
|
| (10 | ) |
| Change in restricted cash |
|
|
|
| (1,787 | ) |
|
|
|
|
| Deposits for Jamestown equipment |
|
|
|
| (13,701 | ) |
|
| - |
|
| Cash from (used in) investing activities |
|
|
|
| (17,717 | ) |
|
| (10 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
| Financing activities |
|
|
|
|
|
|
|
|
|
|
| Proceeds from issuance of shares, net of issuance cost |
| Note 12 |
|
| 25,845 |
|
|
| 11,582 |
|
| Proceeds from exercise of warrants |
|
|
|
| 255 |
|
|
| - |
|
| Proceeds from exercise of options |
|
|
|
| 1,692 |
|
|
| - |
|
| Proceeds from working capital facilities |
| Note 9(a) |
|
| 10,210 |
|
|
| 11,554 |
|
| Repayment of working capital facilities |
| Note 9(a) |
|
| (17,066 | ) |
|
| (12,559 | ) |
| Proceeds from EXIM loan |
| Note 9(a) |
|
| 11,904 |
|
|
| - |
|
| Repayment of vendor take back loan |
|
|
|
| - |
|
|
| (1,630 | ) |
| Repayment of promissory note |
|
|
|
| - |
|
|
| (533 | ) |
| Interest and other finance cost |
| Note 10 |
|
| (305 | ) |
|
| (542 | ) |
| Government assistance |
|
|
|
| (13 | ) |
|
| (13 | ) |
| Lease payments |
| Note 11 |
|
| (236 | ) |
|
| (178 | ) |
| Cash from (used in) financing activities |
|
|
|
| 32,286 |
|
|
| 7,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Increase (decrease) in cash and cash equivalents |
|
|
|
| 16,274 |
|
|
| 7,394 |
|
| Cash and cash equivalents, beginning of period |
|
|
|
| 6,358 |
|
|
| 781 |
|
| Effect of movements in exchange rates on cash held |
|
|
|
| 45 |
|
|
| (5 | ) |
| Cash and cash equivalents at end of period |
|
|
|
| 22,677 |
|
|
| 8,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Supplemental cash flow disclosures: |
|
|
|
|
|
|
|
|
|
|
| Interest paid |
| Note 10 |
|
| 305 |
|
|
| 527 |
|
| Income tax paid |
|
|
|
| - |
|
|
| - |
|
See accompanying notes to unaudited condensed interim consolidated financial statement
| 5 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
1. Reporting Entity
Electrovaya Inc. (the “Company”) is domiciled in Ontario, Canada, and is incorporated under the Business Corporations Act (Ontario). The Company’s registered office is at 6688 Kitimat Road, Mississauga, Ontario, L5N 1P8, Canada. The Company’s common shares trade on the Toronto Stock Exchange and NASDAQ under the symbol ELVA.TO and ELVA, respectively. The Company has no immediate or ultimate controlling parent.
These unaudited condensed interim consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group” or “Company”). The Company is primarily involved in the design, development, manufacturing and sale of Lithium-Ion batteries, battery systems and battery-related products for energy storage, clean electric transportation, and other specialized applications.
2. Basis of Presentation
a. Statement of Compliance
These unaudited condensed interim consolidated financial statements have been prepared based on the principles of IFRS® Accounting standard 34, “Interim Financial Reporting” as issued by the International Accounting Standards Board ("IASB"). These unaudited condensed interim consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Company’s September 30, 2025 audited annual consolidated financial statements and accompanying notes.
These unaudited condensed interim consolidated financial statements were authorized for issuance by the Company’s Board of Directors on February 12, 2026.
b. Basis of Accounting
These unaudited condensed interim consolidated financial statements have been prepared on the going concern basis, which contemplates the realization of assets and settlement of liabilities as they fall due in the normal course of business.
c. Functional and Presentation Currency
These consolidated financial statements are presented in U.S. dollars and have been rounded to the nearest thousands, except per share amounts and when otherwise indicated. The functional currency of the Electrovaya Inc. is the Canadian dollar and the functional currencies of all the Group’s companies is US Dollars. Below are the companies within Group - Electrovaya Corp., Electrovaya Company, Sustainable Energy Jamestown LLC, Electrovaya USA Inc, Electrovaya Japan Co., Ltd.
d. Use of Judgements and Estimates
The preparation of the unaudited condensed interim consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
| 6 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Information about significant areas of estimation uncertainty that have the most significant effect on the amounts recognized in the unaudited condensed interim consolidated financial statements relate to the following (assumptions made are disclosed in individual notes throughout the unaudited condensed interim consolidated financial statements where relevant):
| · | Estimates used in determining the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by future technology or other market-driven changes that may reduce future selling prices. |
| · | Estimates used in testing non-financial assets for impairment including determination of the recoverable amount of a cash generating unit. |
| · | Estimates used in determining the fair value of stock option grants and warrants. These estimates include assumptions about the volatility of the Company’s stock and forfeiture. |
| · | Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies. |
Provision for expected credit losses
The provision for expected credit losses is based on the assessment of the collectability of customer accounts and the ageing of the related invoices and represents the best estimate of probable credit losses in the existing trade accounts receivable. The Company regularly reviews the provision by considering factors such as historical experience, credit quality, the age of the account receivable balances, and current economic conditions that may affect a customer’s ability to pay.
Stock-Based Compensation
The Company account for stock-based compensation costs in accordance with the accounting standards for stock-based compensation, which require that all stock-based payments to employees be recognized in the unaudited condensed interim consolidated statements of income (loss) based on their fair values. The fair value of stock options on the grant date is estimated using the Black-Scholes option-pricing model using the single-option approach and the Monte Carlo valuation method depending on the type of option granted. The Black Scholes and Monte Carlo option pricing models require the use of highly subjective and complex assumptions, including the option's expected term and the price volatility of the underlying stock, to determine the fair value of the award.
Warrants
The Company accounts for warrants in accordance with the accounting standards for warrants, which requires all warrants to be recognized in the unaudited condensed interim consolidated statement of financial position based on their fair values. The fair value of warrants on the grant date is estimated using the Black-Scholes pricing model approach. The Black Scholes pricing model requires the use of highly subjective and complex assumptions, including the warrant’s expected term and the price volatility of the underlying stock, to determine the fair value of the award.
| 7 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
3. Material Accounting Policies
The material accounting policies adopted in these unaudited condensed interim consolidated financial statements are the same as those applied in the Company’s consolidated financial statements as at and for the year ended September 30, 2025. Unless otherwise stated, these policies have been consistently applied to all periods presented.
4. Trade and Other Receivables
|
|
| December 31, 2025 |
|
| September 30, 2025 |
| ||
| Trade receivables, gross |
|
| 12,641 |
|
|
| 13,796 |
|
| Expected credit losses |
|
| (82 | ) |
|
| (82 | ) |
| Net trade receivables |
|
| 12,559 |
|
|
| 13,714 |
|
| Other receivables |
|
| 1,405 |
|
|
| 2,760 |
|
| Trade and other receivables |
|
| 13,964 |
|
|
| 16,474 |
|
Financial period ending December 31, 2025
|
|
| Current |
|
| 31-60 |
|
| 61-90 |
|
| 91-120 |
|
| >120 |
|
| Total |
| ||||||
| % |
|
| 94.20 |
|
|
| 0.29 |
|
|
| 5.23 |
|
|
| 0.09 |
|
|
| 0.19 |
|
|
| 100 |
|
| Gross Trade receivable |
|
| 11,907 |
|
|
| 36 |
|
|
| 661 |
|
|
| 12 |
|
|
| 24 |
|
|
| 12,641 |
|
| Particulars |
| Current |
|
| 31-60 |
|
| 61-90 |
|
| 91-120 |
|
| >120 |
|
| total |
| ||||||
| Trade receivable (Gross) |
|
| 11,907 |
|
|
| 36 |
|
|
| 661 |
|
|
| 12 |
|
|
| 24 |
|
|
| 12,641 |
|
| Expected loss rate (%) |
|
| 0.50 | % |
|
| 1.13 | % |
|
| 1.70 | % |
|
| 3.14 | % |
|
| 41.67 | % |
|
| 0.65 | % |
| Expected loss provision |
|
| 60 |
|
|
| 0.40 |
|
|
| 11.23 |
|
|
| 0.37 |
|
|
| 10 |
|
|
| 82 |
|
Financial year ending September 30, 2025
|
|
| Current |
|
| 31-60 |
|
| 61-90 |
|
| 91-120 |
|
| >120 |
|
| Total |
| ||||||
| % |
|
| 81.31 |
|
|
| 7.52 |
|
|
| 0.41 |
|
|
| 0.34 |
|
|
| 10.42 |
|
|
| 100 |
|
| Gross Trade receivable |
|
| 11,218 |
|
|
| 1,038 |
|
|
| 57 |
|
|
| 46 |
|
|
| 1,437 |
|
|
| 13,796 |
|
| 8 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
| Particulars |
| Current |
|
| 31-60 |
|
| 61-90 |
|
| 91-120 |
|
| <120 |
|
| total |
| ||||||
| Trade receivable (net of specific provision) |
|
| 11,218 |
|
|
| 1,038 |
|
|
| 57 |
|
|
| 46 |
|
|
| 1,437 |
|
|
| 13,796 |
|
| Expected loss rate |
|
| 0.20 | % |
|
| 0.53 | % |
|
| 1.70 | % |
|
| 3.14 | % |
|
| 3.55 | % |
|
| 0.59 | % |
| Expected loss provision |
|
| 23 |
|
|
| 6 |
|
|
| 1 |
|
|
| 1 |
|
|
| 51 |
|
|
| 82 |
|
The movement in the allowance for credit losses can be reconciled as follows:
|
|
| December 31, 2025 |
|
| September 30, 2025 |
| ||
| Beginning balance |
|
| 82 |
|
|
| 64 |
|
| Write off |
|
| - |
|
|
| (2 | ) |
| Allowance provided |
|
| - |
|
|
| 20 |
|
| Ending balance |
|
| 82 |
|
|
| 82 |
|
5. Inventories
a. Total inventories on hand as at December 31, 2025 and September 30, 2025 are as follows:
|
|
| December 31, 2025 |
|
| September 30, 2025 |
| ||
| Raw materials |
|
| 12,518 |
|
|
| 11,348 |
|
| Semi-finished |
|
| 24 |
|
|
| - |
|
| Finished goods |
|
| 1,222 |
|
|
| 1,103 |
|
|
|
|
| 13,764 |
|
|
| 12,451 |
|
b. As at December 31, 2025, the provision for slow moving and obsolete inventories amounted to $222 (September 30, 2025: $218), which was also included in direct manufacturing costs.
c. During the three-month period ended December 31, 2025, materials amounted to $9,846 (Three-month period ended December 31, 2024: $6,874) was expensed through direct manufacturing costs.
6. Prepaid expenses
|
|
| December 31, 2025 |
|
| September 30, 2025 |
| ||
| Prepaid expenses |
|
| 460 |
|
|
| 187 |
|
| Prepaid insurance |
|
| 180 |
|
|
| 5 |
|
| Prepaid purchases |
|
| 8,747 |
|
|
| 5,825 |
|
| Deposits for Jamestown Equipment |
|
| 20,309 |
|
|
| 6,608 |
|
|
|
|
| 29,696 |
|
|
| 12,625 |
|
Prepaid purchases are comprised of vendor deposits on inventory orders for the future acquisition of inventories.
Deposits for Jamestown Equipment represent advances paid to vendors for the procurement of manufacturing equipment for the Company’s new manufacturing facility in Jamestown, New York. The Company has entered into equipment purchase and other capital material purchase commitments with various vendors with an aggregate value of approximately $22,939 which is expected to be paid within the next twelve months.
| 9 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
7. Property, plant and equipment
|
|
| December 31, 2025 |
| |||||||||||||||||||||||||||||||||
|
|
| Land |
|
| Buildings |
|
| Right of use asset |
|
| Leasehold improvement |
|
| Production equipment |
|
| Office furniture & equipment |
|
| Capital work in progress |
|
| Battery technology and certifications |
|
| Total |
| |||||||||
| Gross carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| Balance beginning |
|
| 215 |
|
|
| 7,485 |
|
|
| 3,109 |
|
|
| 329 |
|
|
| 2,513 |
|
|
| 120 |
|
|
| 2,049 |
|
|
| 2,016 |
|
|
| 17,836 |
|
| Additions |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 34 |
|
|
| 121 |
|
|
| 13 |
|
|
| 2,052 |
|
|
| 57 |
|
|
| 2,277 |
|
| Disposals |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| Exchange differences |
|
| - |
|
|
| - |
|
|
| 11 |
|
|
| 16 |
|
|
| - |
|
|
| 3 |
|
|
| - |
|
|
| 94 |
|
|
| 124 |
|
| Balance ending |
|
| 215 |
|
|
| 7,485 |
|
|
| 3,120 |
|
|
| 379 |
|
|
| 2,634 |
|
|
| 136 |
|
|
| 4,101 |
|
|
| 2,167 |
|
|
| 20,237 |
|
| Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance beginning |
|
| - |
|
|
| (1,167 | ) |
|
| (1,977 | ) |
|
| (79 | ) |
|
| (1,038 | ) |
|
| (92 | ) |
|
| - |
|
|
| (440 | ) |
|
| (4,793 | ) |
| Depreciation |
|
| - |
|
|
| (94 | ) |
|
| (108 | ) |
|
| (16 | ) |
|
| (92 | ) |
|
| (7 | ) |
|
| - |
|
|
| (97 | ) |
|
| (414 | ) |
| Disposals |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| Exchange differences |
|
| - |
|
|
| - |
|
|
| (33 | ) |
|
| (1 | ) |
|
| (17 | ) |
|
| (2 | ) |
|
| - |
|
|
| (8 | ) |
|
| (61 | ) |
| Balance ending |
|
| - |
|
|
| (1,261 | ) |
|
| (2,118 | ) |
|
| (96 | ) |
|
| (1,147 | ) |
|
| (101 | ) |
|
| - |
|
|
| (545 | ) |
|
| (5,268 | ) |
| Net Book Value ending |
|
| 215 |
|
|
| 6,224 |
|
|
| 1,002 |
|
|
| 283 |
|
|
| 1,487 |
|
|
| 35 |
|
|
| 4,101 |
|
|
| 1,622 |
|
|
| 14,969 |
|
|
|
| September 30, 2025 |
| |||||||||||||||||||||||||||||||||
|
|
| Land |
|
| Buildings |
|
| Right of use asset |
|
| Leasehold improvement |
|
| Production equipment |
|
| Office furniture & equipment |
|
| Capital work in progress |
|
| Battery technology and certifications |
|
| Total |
| |||||||||
| Gross carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| Balance beginning |
|
| 215 |
|
|
| 7,485 |
|
|
| 3,209 |
|
|
| 76 |
|
|
| 1,809 |
|
|
| 105 |
|
|
| - |
|
|
| 935 |
|
|
| 13,834 |
|
| Additions |
|
| - |
|
|
| - |
|
|
| (96 | ) |
|
| 253 |
|
|
| 1,213 |
|
|
| 20 |
|
|
| 2,049 |
|
|
| 1,076 |
|
|
| 4,515 |
|
| Disposals |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (509 | ) |
|
| - |
|
|
| - |
|
|
| 11 |
|
|
| (498 | ) |
| Exchange differences |
|
| - |
|
|
| - |
|
|
| (4 | ) |
|
| - |
|
|
| - |
|
|
| (5 | ) |
|
| - |
|
|
| (6 | ) |
|
| (15 | ) |
| Balance ending |
|
| 215 |
|
|
| 7,485 |
|
|
| 3,109 |
|
|
| 329 |
|
|
| 2,513 |
|
|
| 120 |
|
|
| 2,049 |
|
|
| 2,016 |
|
|
| 17,836 |
|
| Depreciation and impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance beginning |
|
| - |
|
|
| (793 | ) |
|
| (1,584 | ) |
|
| (48 | ) |
|
| (1,194 | ) |
|
| (72 | ) |
|
| - |
|
|
| (169 | ) |
|
| (3,860 | ) |
| Depreciation |
|
| - |
|
|
| (374 | ) |
|
| (393 | ) |
|
| (31 | ) |
|
| (279 | ) |
|
| (21 | ) |
|
| - |
|
|
| (271 | ) |
|
| (1,369 | ) |
| Disposals |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 435 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 435 |
|
| Exchange differences |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1 |
|
|
| - |
|
|
| - |
|
|
| 1 |
|
| Balance ending |
|
| - |
|
|
| (1,167 | ) |
|
| (1,977 | ) |
|
| (79 | ) |
|
| (1,038 | ) |
|
| (92 | ) |
|
| - |
|
|
| (440 | ) |
|
| (4,793 | ) |
| Net Book Value ending |
|
| 215 |
|
|
| 6,318 |
|
|
| 1,132 |
|
|
| 250 |
|
|
| 1,475 |
|
|
| 28 |
|
|
| 2,049 |
|
|
| 1,576 |
|
|
| 13,043 |
|
| 10 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
During the period ending December 31, 2025, the Company incurred loan fees of $1,285 (September 30, 2025: $472) in connection with the EXIM financing facility. The loan fees are initially recognized as a deduction from the carrying amount of the related loan and are amortized using the effective interest rate (EIR) method. Borrowing costs arising from the EIR accretion of the loan fees are capitalized to capital work in progress (CWIP) in accordance with IAS 23 – Borrowing Costs, only up to the date the qualifying asset is ready for its intended use. Thereafter, such borrowing costs are recognized in profit or loss. Of the total fees incurred, $48 is capitalized to CWIP for the period ending December 31, 2025 (September 30, 2025: $6).
Refer to Note 9(b) for further details.
8. Trade and Other payables
|
|
| December 31, 2025 |
|
| September 30, 2025 |
| ||
| Trade payables |
|
| 6,920 |
|
|
| 6,777 |
|
| Accruals |
|
| 2,590 |
|
|
| 2,046 |
|
| Employee payables |
|
| 508 |
|
|
| 732 |
|
|
|
|
| 10,018 |
|
|
| 9,555 |
|
Warranty provision continuity schedule is as follows (included in accruals above):
|
|
| December 31, 2025 |
|
| September 30, 2025 |
| ||
| Opening provision |
|
| 1,192 |
|
|
| 1,072 |
|
| Utilised during the period |
|
| (394 | ) |
|
| (665 | ) |
| Provided during the period |
|
| 523 |
|
|
| 785 |
|
| Closing balance |
|
| 1,321 |
|
|
| 1,192 |
|
9. Long term loan
a. Revolving Credit Facility
As at December 31, 2025, the balance owing under the facility is $10,861 (September 30, 2025: $17,672). The maximum credit available under the facility is $18,232 (Cdn $25,000).
Bank of Montreal
The interest rate is 7.45%, interest which is payable monthly.
|
|
| December 31, 2025 |
|
| September 30, 2025 |
| ||
| Opening balance |
|
| 17,672 |
|
|
| 16,283 |
|
| Exchange difference |
|
| 45 |
|
|
| (12 | ) |
| Payments made during the period |
|
| (17,066 | ) |
|
| (77,895 | ) |
| Loan fees (net of amortization: September 30, 2025 $104) |
|
| - |
|
|
| (461 | ) |
| Cash drawn during the period |
|
| 10,210 |
|
|
| 79,757 |
|
| Closing balance |
|
| 10,861 |
|
|
| 17,672 |
|
| 11 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
In the month of March 2025, the company paid off its Cortland working capital facility.
On March 07, 2025, the Company entered a three-year credit agreement with Bank of Montreal as lender to provide working capital facilities with outstanding amount not exceeding $20,000 and a $5,000 accordion. As a part of this agreement, the balance outstanding with Cortland working capital facility was paid off in full. The company paid an early termination fee to Cortland for $375. Legal and professional fees in relation to the new facility have been capitalised and will be amortised over the period of the facility. The working capital facility provides the Bank with security over the assets of the Company. Interest accrued up to December 31, 2025 is $24 (September 30, 2025: $ 100).
b. Export-Import Bank of United States
During March 2025, a loan was approved from Export–Import Bank of the United States for $50,853 for the Jamestown facility with a term of 6.5 years and interest rate of 4.90%. The installment payment of EXIM loan comments in the month of March 2027. As of December 31, 2025, the Company has drawn the following amount:
|
|
| December 31, 2025 |
|
| September 30, 2025 |
| ||
| Opening balance |
|
| 3,070 |
|
|
| - |
|
| Loan amount withdrawn during the period |
|
| 11,904 |
|
|
| 4,373 |
|
| Debt issuance cost |
|
| 1,285 |
|
|
| (1,309 | ) |
| Amortization of loan fees |
|
| 46 |
|
|
| - |
|
| Interest and accretion |
|
| 48 |
|
|
| 6 |
|
| Closing balance |
|
| 16,353 |
|
|
| 3,070 |
|
Loan fees of $48 (September 30, 2025: $6) is capitalised as part of “capital work in progress” (CWIP) (Refer Note 7 for more details).
10. Finance costs
During the three-month period ended December 31, 2025, and 2024, the Company incurred both cash and non-cash finance costs. The following table shows the split as included on the statement of income (loss).
|
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||||||||||||||||||
|
|
| Cash |
|
| Non-Cash |
|
| Total |
|
| Cash |
|
| Non-Cash |
|
| Total |
| ||||||
| Working capital facility |
|
| 305 |
|
|
| 23 |
|
|
| 328 |
|
|
| 526 |
|
|
| 25 |
|
|
| 551 |
|
| Promissory notes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 17 |
|
|
| 17 |
|
| Interest on VTB loan |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 16 |
|
|
| - |
|
|
| 16 |
|
| Lease interest (note 11) |
|
| 60 |
|
|
| - |
|
|
| 60 |
|
|
| - |
|
|
| 75 |
|
|
| 75 |
|
| Changes in FV of derivative warrants |
|
| - |
|
|
| (35 | ) |
|
| (35 | ) |
|
| - |
|
|
| 17 |
|
|
| 17 |
|
| Accretion on government payable |
|
| - |
|
|
| 95 |
|
|
| 95 |
|
|
| - |
|
|
| 26 |
|
|
| 26 |
|
|
|
|
| 365 |
|
|
| 83 |
|
|
| 448 |
|
|
| 542 |
|
|
| 160 |
|
|
| 702 |
|
| 12 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
11. Lease liability
As of December 31, 2025, lease liability consists of:
|
|
| December 31, 2025 |
|
| September 30, 2025 |
| ||
| Current |
|
| 321 |
|
|
| 358 |
|
| Non-current |
|
| 1,395 |
|
|
| 1,457 |
|
|
|
|
| 1,716 |
|
|
| 1,815 |
|
Information about leases for which the Company is a lessee is as follows:
|
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||
| Interest on lease liabilities |
|
| 59 |
|
|
| 75 |
|
| Incremental borrowing rate at time of transition |
|
| 14 | % |
|
| 14 | % |
| Cash outflow for the lease |
|
| 236 |
|
|
| 178 |
|
The Company’s future undiscounted minimum lease payments for the period ended December 31, 2025, for the continued operations are as under:
| Year |
| Amount |
| |
| 2026 |
|
| 543 |
|
| 2027 |
|
| 736 |
|
| 2028 |
|
| 752 |
|
| 2029 |
|
| 769 |
|
| 2030 |
|
| 193 |
|
The Company entered into a lease agreement for 61,327 sq. ft for its premises as its headquarters in Mississauga, Ontario at 6688 Kitimat Road. The lease is for 10 years starting January 1, 2020, with expiry December 31, 2029. In addition, the Company is required to pay certain occupancy costs.
The lease agreement for the Company's lab facility has been renewed for an additional three years, commencing from January 2023.
The terms of the renewed lease entail a fixed monthly rent as follows:
|
| · | CAD $25,625 for the first year, |
|
| · | CAD $26,265 for the second year, and |
|
| · | CAD $26,922 for the third year. |
| 13 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
12. Share capital
a. Authorized and issued capital stock
|
|
|
|
|
| Common Shares |
| ||||||
|
|
|
|
| Number |
|
| Amount |
| ||||
| Balance, September 30, 2024 |
| Note |
|
|
| 34,137,665 |
|
| $ | 116,408 |
| |
| Issuance of shares |
| (i) |
|
|
| 5,951,250 |
|
|
| 11,582 |
| |
| Balance, December 31, 2024 |
|
|
|
|
| 40,088,915 |
|
|
| 127,990 |
| |
| Transfer from contributed surplus |
|
|
|
|
| - |
|
|
| 2,080 |
| |
| Exercise of warrants |
| (ii) |
|
|
| 845,000 |
|
|
| 3,249 |
| |
| Exercise of options |
|
|
|
|
| 1,175,005 |
|
|
| 1,547 |
| |
| Balance, September 30, 2025 |
|
|
|
|
| 42,108,920 |
|
|
| 134,866 |
| |
| Issuance of shares |
| (iii) |
|
|
| 5,405,000 |
|
|
| 25,845 |
| |
| Transfer from contributed surplus |
|
|
|
|
| - |
|
|
| 448 |
| |
| Exercise of warrants |
| (iv) |
|
|
| 67,841 |
|
|
| 255 |
| |
| Exercise of options |
| 12(b) |
|
| 382,335 |
|
|
| 1,692 |
| ||
| Balance, December 31, 2025 |
|
|
|
|
| 47,964,096 |
|
|
| 163,106 |
| |
| i. | The company issued 5,175,000 common shares at $2.15 for a total equity raise of $11,789 and share issuance cost of $206. The proceeds were recognised net of legal and consulting fees. Over allotment option for the option shares 776,250 was exercised by the underwriters in the month of December 2024. |
| ii. | On August 11, 2025, the warrants classified as derivative warrants were exercised by the investors at the price of CDN 5.30. As a result, the Company received US $3,249 in total proceeds. Fair valuation was done under Black Scholes model and the assumptions on the date of exercise included Risk-free interest rate (based on U.S. government bond yields) of 2.68%, expected volatility of the market price of shares (based on historical volatility of share price) of 65.05%, and the expected warrant life (in years) of 0.24 years. |
| iii. | The Company issued 5,405,000 common shares at $4.862 for a total equity raise of $28,106 (including fees of $200 paid to underwriters and $234 paid for legal services; 705,000 common shares issued pursuant to the full exercise of the over-allotment option at the offering price). The proceeds were recognised net of the legal and consulting fees. |
| iv. | On November 07, 2025, the warrants classified as derivative warrants were exercised by the investors at the price of CDN 5.30. As a result, the Company received US $255 in total proceeds. Fair valuation was done under Black Scholes model and the assumptions on the date of exercise included Risk-free interest rate (based on U.S. government bond yields) of 2.42%, expected volatility of the market price of shares (based on historical volatility of share price) of 72.30%, and the expected warrant life (in years) of 0 years. A revaluation gain of $35 was recognized in finance cost and $109 were transferred from derivative liability to share capital. |
| 14 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
b. Stock Options
Options to purchase common shares of the Company under its stock option plan may be granted by the Board of Directors of the Company to certain full-time and part-time employees, directors and consultants of the Company and its affiliates. Stock options are non-assignable and may be granted for terms of up to 10 years. Stock options vest at various periods from zero to three years. As a result of the reverse stock split, every five options were consolidated into one option without any action from option holders, reducing the number of outstanding options from approximately 23.5 million to 4.7 million.
On February 17, 2021, at a Special Meeting of the Shareholders, a resolution was passed to (i) authorize amendments to the Company’s Stock Option Plan to increase the maximum number of common shares issuable upon the exercise of stock options thereunder from 3,020,000 to 4,600,000.
On March 25, 2022, at a Special Meeting of the Shareholders, a resolution was passed to (i) authorize amendments to the Company’s Stock Option Plan to increase the maximum number of common shares issuable upon the exercise of stock options thereunder from 4,600,000 to 6,000,000.
|
|
| Number outstanding |
|
| Weighted average exercise price |
| ||
| Outstanding, September 30, 2024 |
|
| 4,880,288 |
|
|
| 2.52 |
|
| Expired during the period |
|
| (2,000 | ) |
|
| 3.42 |
|
| Outstanding, December 31, 2024 |
|
| 4,878,288 |
|
|
| 2.37 |
|
| Exercised during the period |
|
| (1,175,005 | ) |
|
| 1.31 |
|
| Expired during the period |
|
| (32,399 | ) |
|
| 3.34 |
|
| Granted |
|
| 854,000 |
|
|
| 3.37 |
|
| Outstanding, September 30, 2025 |
|
| 4,524,884 |
|
|
| 3.44 |
|
| Exercised during the period |
|
| (382,335 | ) |
|
| 4.50 |
|
| Expired during the period |
|
| (2,665 | ) |
|
| 3.64 |
|
| Outstanding, December 31, 2025 |
|
| 4,139,884 |
|
|
| 3.28 |
|
| As on December 31, 2025 |
|
|
|
|
|
|
| |||||||||||||
| Exercise price |
| Number Outstanding |
|
| Weighted average remaining life (years) |
|
| Number exercisable |
|
| Weighted average exercise price |
| ||||||||
| $ | 2.48 |
|
| (Cdn 3.40) |
|
| 514,000 |
|
|
| 9.28 |
|
|
| 163,333 |
|
|
| 2.48 |
|
| $ | 3.41 |
|
| (Cdn 4.68) |
|
| 403,666 |
|
|
| 8.26 |
|
|
| 169,006 |
|
|
| 3.41 |
|
| $ | 3.90 |
|
| (Cdn 5.35) |
|
| 986,715 |
|
|
| 7.27 |
|
|
| 267,723 |
|
|
| 3.90 |
|
| $ | 2.08 |
|
| (Cdn 2.85) |
|
| 219,000 |
|
|
| 6.47 |
|
|
| 219,000 |
|
|
| 2.08 |
|
| $ | 4.19 |
|
| (Cdn 5.75) |
|
| 20,000 |
|
|
| 5.91 |
|
|
| 20,000 |
|
|
| 4.19 |
|
| $ | 3.65 |
|
| (Cdn 5) |
|
| 1,494,667 |
|
|
| 5.70 |
|
|
| 694,667 |
|
|
| 3.65 |
|
| $ | 2.41 |
|
| (Cdn 3.30) |
|
| 228,268 |
|
|
| 4.70 |
|
|
| 228,268 |
|
|
| 2.41 |
|
| $ | 1.09 |
|
| (Cdn 1.50) |
|
| 99,000 |
|
|
| 3.58 |
|
|
| 99,000 |
|
|
| 1.09 |
|
| $ | 1.02 |
|
| (Cdn 1.40) |
|
| 55,180 |
|
|
| 2.14 |
|
|
| 55,180 |
|
|
| 1.02 |
|
| $ | 4.45 |
|
| (Cdn 6.10) |
|
| 10,667 |
|
|
| 1.58 |
|
|
| 10,667 |
|
|
| 4.45 |
|
| $ | 7.77 |
|
| (Cdn 10.65) |
|
| 101,121 |
|
|
| 1.00 |
|
|
| 101,121 |
|
|
| 7.77 |
|
| $ | 2.88 |
|
| (Cdn 3.95) |
|
| 7,600 |
|
|
| 0.11 |
|
|
| 7,600 |
|
|
| 2.88 |
|
|
|
|
|
|
|
|
| 4,139,884 |
|
|
|
|
|
|
| 2,035,565 |
|
|
| 3.28 |
|
| 15 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
| As on December 31, 2024 |
|
|
|
|
|
|
|
|
|
| ||||||||||
| Exercise price |
| Number Outstanding |
|
| Weighted average remaining life (years) |
|
| Number exercisable |
|
| Weighted average exercise price |
| ||||||||
| $ | 3.25 |
|
| (Cdn 4.68) |
|
| 441,000 |
|
|
| 9.26 |
|
|
| 87,000 |
|
|
| 3.25 |
|
| $ | 3.72 |
|
| (Cdn 5.35) |
|
| 1,002,000 |
|
|
| 8.27 |
|
|
| 161,338 |
|
|
| 3.72 |
|
| $ | 1.98 |
|
| (Cdn 2.85) |
|
| 298,000 |
|
|
| 7.47 |
|
|
| 234,675 |
|
|
| 1.98 |
|
| $ | 3.99 |
|
| (Cdn 5.75) |
|
| 20,000 |
|
|
| 6.91 |
|
|
| 20,000 |
|
|
| 3.99 |
|
| $ | 3.47 |
|
| (Cdn 5) |
|
| 1,494,667 |
|
|
| 6.70 |
|
|
| 694,667 |
|
|
| 3.47 |
|
| $ | 2.29 |
|
| (Cdn 3.3) |
|
| 270,268 |
|
|
| 5.69 |
|
|
| 270,268 |
|
|
| 2.29 |
|
| $ | 1.04 |
|
| (Cdn 1.5) |
|
| 1,024,000 |
|
|
| 4.58 |
|
|
| 1,024,000 |
|
|
| 1.04 |
|
| $ | 0.97 |
|
| (Cdn 1.4) |
|
| 116,566 |
|
|
| 3.14 |
|
|
| 116,566 |
|
|
| 0.97 |
|
| $ | 4.24 |
|
| (Cdn 6.1) |
|
| 10,667 |
|
|
| 2.58 |
|
|
| 10,667 |
|
|
| 4.24 |
|
| $ | 7.40 |
|
| (Cdn 10.65) |
|
| 101,121 |
|
|
| 2.00 |
|
|
| 101,121 |
|
|
| 7.40 |
|
| $ | 2.74 |
|
| (Cdn 3.95) |
|
| 9,600 |
|
|
| 1.11 |
|
|
| 9,600 |
|
|
| 2.74 |
|
| $ | 2.40 |
|
| (Cdn 3.45) |
|
| 42,900 |
|
|
| 0.75 |
|
|
| 42,900 |
|
|
| 2.40 |
|
| $ | 3.16 |
|
| (Cdn 4.55) |
|
| 12,000 |
|
|
| 0.38 |
|
|
| 12,000 |
|
|
| 3.16 |
|
| $ | 2.26 |
|
| (Cdn 3.25) |
|
| 35,499 |
|
|
| 0.13 |
|
|
| 35,499 |
|
|
| 2.26 |
|
|
|
|
|
|
|
|
| 4,878,288 |
|
|
|
|
|
|
| 2,820,301 |
|
|
| 2.37 |
|
For the options exercised, the share price at the time of exercise was between CDN $8.26-$10.84. Total stock-based compensation expense recognized during the three-month period ended December 31, 2025, was $195 (December 31, 2024: $415).
The Company amortize the estimated grant date fair value of stock options to expense over the vesting period (generally three years). The grant date fair value of outstanding stock options was determined using the Black-Scholes option pricing model which uses highly subjective and complex assumptions, including the option's expected term and the price volatility of the underlying stock based on historical stock prices, to determine the fair value of the option.
| 16 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
c. Warrants
Details of Share Warrants
|
|
| Number Outstanding |
|
| Exercise Price |
| ||
| Outstanding, September 30, 2024 |
|
| 1,420,000 |
|
| $ | 0.63 |
|
| Outstanding, December 31, 2024 |
|
| 1,420,000 |
|
| $ | 0.63 |
|
| Outstanding, September 30, 2025 |
|
| 1,420,000 |
|
| $ | 0.63 |
|
| Outstanding, December 31, 2025 |
|
| 1,420,000 |
|
| $ | 0.63 |
|
Additionally, the number of derivative warrants at December 31, 2025 were NIL (September 30, 2025 : 67,841)
The grant date fair value of outstanding share warrants was determined using the Black-Scholes pricing model using the following assumptions in the year of the grant:
Risk-free interest rate (based on U.S. government bond yields) of NIL (December 31, 2024 : 2.96%), expected volatility of the market price of our shares (based on historical volatility of our share price) of 49.71%, (December 31, 2024 : 49.71%) and the expected warrant life (in years) of NIL (December 31, 2024 : 0.85). As a result of the reverse stock split, every five warrants were consolidated into one warrant without any action from warrant holders, reducing the number of outstanding warrants from approximately 13.1 million to 2.6 million. A 10% of change in any assumption would result in the change in derivative warrant liability between NIL (December 31, 2024 : ($36)) and NIL (December 31, 2024 : $33).
Warrant continuity schedule is as follows:
|
|
| Units |
|
| Fair Value |
| ||
| Closing balance (September 30, 2024) |
|
| 912,841 |
|
|
| 155 |
|
| Warrants exercised as on August 11, 2025 |
|
| (845,000 | ) |
|
| (926 | ) |
| Fair value adjustment |
|
| - |
|
|
| 915 |
|
| Closing balance (September 30, 2025) |
|
| 67,841 |
|
|
| 144 |
|
| Warrants exercised on November 30, 2025 |
|
| (67,841 | ) |
|
| (109 | ) |
| Fair value adjustment |
|
| - |
|
|
| (35 | ) |
| Closing balance (December 31, 2025) |
|
| - |
|
|
| - |
|
13. Related Party Transactions
Management compensation
Key management compensation comprises the following:
|
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||
| Salaries, bonus and other benefits |
|
| 724 |
|
|
| 236 |
|
| Share based compensation |
|
| - |
|
|
| 267 |
|
|
|
|
| 724 |
|
|
| 503 |
|
| 17 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
Research Lab – Facility Usage Agreement
In May 2021, Electrovaya entered a month-to-month Facility Usage Agreement for the use of space and allocated staff of a third-party research firm providing access to laboratory facilities, primarily for research. The laboratory and pilot plant facilities have certain equipment and permits for research and developments with chemicals. The term of the agreement was for six months and could be terminated by either party upon 90 days notice.
In July 2021, the facility was acquired by an investor group controlled by the family of Dr. Sankar Das Gupta, which includes its CEO, Dr. Rajshekar Das Gupta. The Facility Usage Agreement was not changed on the change of ownership and remains in effect between the Company and the owner, such that the monthly payment of Cdn $25,265 is now made to a related party of Electrovaya.
On June 7, 2023, the Facility Usage Agreement was retroactively extended from January 1, 2023, for an additional three years. The lease has been recognized as a lease liability and corresponding right of use asset.
Special Options Grants
In September 2021, on the recommendation of the Compensation Committee of the Company, a committee composed entirely of independent directors, the Board of Directors of the Company determined that it is advisable and in the best interests of the Company to amend the terms of the compensation of certain key personnel to incentivize future performance, to encourage retention of their services, and to align their interests with those of the Company’s shareholders.
Dr. Sankar Das Gupta was granted 700,000 options which vest in two tranches of 200,000 options and one tranche of 300,000 options, based on reaching specific target market capitalizations. The fair value of these options on the day of grant is calculated using the Monte Carlo method of option valuation and expensed over the mean vesting period in accordance with IFRS 2. The expense of NIL is recorded within stock-based compensation in the unaudited condensed interim consolidated statement of income (loss) for the three months period ended December 31, 2025 (Three months period ended December 31, 2024: $109)
In April 2023, following the suggestion of the Company's Compensation Committee, consisting entirely of independent directors, the Company's Board of Directors awarded Dr. Rajshekar Das Gupta a total of 600,000 options. These options will vest in two phases: 300,000 options and 300,000 options, contingent upon achieving certain target market capitalizations. The expense of NIL is recorded within stock-based compensation in the unaudited condensed interim consolidated statement of income (loss) for the three months period ended December 31, 2025 (Three months period ended December 31, 2024: $78).
| 18 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
14. Change in Non-Cash Operating Working Capital
|
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||
| Trade and other receivables |
|
| 2,510 |
|
|
| 164 |
|
| Inventories |
|
| (1,121 | ) |
|
| 1,035 |
|
| Prepaid expenses and other |
|
| (2,070 | ) |
|
| (585 | ) |
| Trade and other payables |
|
| 463 |
|
|
| (1,895 | ) |
|
|
|
| (218 | ) |
|
| (1,281 | ) |
15. Financial Instruments
Derivative Liabilities
Warrants as derivative liability is fair valued using Black Scholes Model ("BSM"). Using this approach, the fair value of the warrants on November 09, 2022, was determined to be $3,265. Key valuation inputs and assumptions used in the BSM are stock price of CAD $4.55, expected life of 3 years, annualized volatility of 85.58%, annual risk-free rate of 3.87%, and annual dividend yield of 0.0%.
All the warrants were exercised before the expiry date in November 2025.
For the financial year ending September 30, 2025, key valuation inputs and assumptions used in the BSM when valuing the warrants as at September 30, 2025, were, stock price Cdn $8.20 (September 30, 2024 : Cdn $3.16), expected life of 0.11 years (September 30, 2024 : 1.1 years), annualized volatility of 87.03% (September 30, 2024 : 52.72%), annual risk-free rate of 2.49 % (September 30, 2024 : 2.94%), and dividend yield of 0.0 % (September 30, 2024 : 0.0%).
Risk Management
The Company may be exposed to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives. The main objectives of the Company’s risk management processes are to ensure that the risks are properly identified and that the capital base is adequate in relation to those risks. The principal risks to which the Company is exposed are described below. There have been no changes in risk exposure since the prior year unless otherwise noted.
Capital risk
The Company manages its capital to ensure that there are adequate capital resources for the Company to maintain and develop its products. The capital structure of the Company consists of shareholders’ equity and depends on the underlying profitability of the Company’s operations.
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the development, manufacture and marketing of its products. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the business.
| 19 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
The Company's capital management objectives are:
- to ensure the Company's ability to continue as a going concern.
- to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
The Company monitors capital based on the carrying amount of equity plus its short-term debt comprised of the promissory notes, less cash and cash equivalents as presented in the unaudited condensed interim consolidated statements of financial position.
The Company sets the amount of capital in proportion to its overall financing structure, comprised of equity and long-term debt. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company issues new shares or increases its long-term debt.
Credit risk and Concentration risk
Credit risk is the risk that the counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk due to its cash and cash equivalents, trade and other receivables.
The Company manages its credit risk related to trade and other receivables by establishing procedures to establish credit limits and approval policies. The balance in trade and other receivables is primarily attributable to trade accounts receivables. In the opinion of management, the credit risk is moderate and minimum credit losses are expected. Management is taking appropriate action to mitigate this risk by adjusting credit terms.
The Company is exposed to credit risk in the event of default by its customers. Accounts receivable is recorded at the invoiced amount, do not bear interest, and do not require collateral. For the period ended December 31, 2025, two customer accounted for $15,315 million or 98% of revenue (December 31, 2024: $10,425 million or 93%). As of December 31, 2025, two customers accounted for 95% of accounts receivable (September 30, 2025: 88%). Refer note 4 for expected credit loss provision.
Liquidity risk
Liquidity risk is the risk that the Company may not have cash available to satisfy its financial obligations as they come due. The majority of the Company's financial liabilities recorded in accounts payable, accrued and other current liabilities and provisions are due within 90 days. The Company manages liquidity risk by maintaining a portfolio of liquid funds and having access to a revolving credit facility. The Company believes that cash flow from operating activities, together with cash on hand, cash from its trade and other receivables, and borrowings available under the revolving facility are sufficient to fund its currently anticipated financial obligations and will remain available in the current environment.
| 20 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at December 31, 2025:
|
|
| 2026 |
|
| 2027 |
|
| 2028 |
|
| 2029 |
|
| 2030 and beyond |
|
| Total |
| ||||||
| Trade and other payables |
|
| 10,018 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 10,018 |
|
| Lease liability |
|
| 543 |
|
|
| 736 |
|
|
| 752 |
|
|
| 769 |
|
|
| 193 |
|
|
| 2,993 |
|
| Long term loan |
|
| - |
|
|
| 2,705 |
|
|
| 14,468 |
|
|
| 3,607 |
|
|
| 8,115 |
|
|
| 28,895 |
|
| Other payable |
|
| 169 |
|
|
| 226 |
|
|
| 285 |
|
|
| 258 |
|
|
| 646 |
|
|
| 1,584 |
|
|
|
|
| 10,730 |
|
|
| 3,667 |
|
|
| 15,505 |
|
|
| 4,634 |
|
|
| 8,954 |
|
|
| 43,490 |
|
The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at September 30, 2025:
|
|
| 2026 |
|
| 2027 |
|
| 2028 |
|
| 2029 |
|
| 2030 and beyond |
|
| Total |
| ||||||
| Trade and other payables |
|
| 9,555 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 9,555 |
|
| Lease liability |
|
| 761 |
|
|
| 719 |
|
|
| 735 |
|
|
| 752 |
|
|
| 189 |
|
|
| 3,156 |
|
| Long term loan |
|
| - |
|
|
| 969 |
|
|
| 18,641 |
|
|
| 969 |
|
|
| 1,938 |
|
|
| 22,517 |
|
| Other payable |
|
| 196 |
|
|
| 239 |
|
|
| 239 |
|
|
| 225 |
|
|
| 491 |
|
|
| 1,390 |
|
|
|
|
| 10,512 |
|
|
| 1,927 |
|
|
| 19,615 |
|
|
| 1,946 |
|
|
| 2,618 |
|
|
| 36,618 |
|
Market risk
Market risk incorporates a range of risks. Movement in risk factors, such as market price risk and currency risk, affect the fair value of financial assets and liabilities. The Company is exposed to these risks as the ability of the Company to develop or market its products and the future profitability of the Company is related to the market price of its primary competitors for similar products.
Interest rate risk
The Company has variable interest debt. Changes in interest rates will affect future interest expense and cash flows. The Company does not enter into derivative instruments to reduce this exposure.
Foreign currency risk
The Company is exposed to foreign currency risk. The Company’s functional currency is the United States dollar (Electrovaya Inc.'s functional currency is CAD) and the financial statements are presented in United States dollars. Changes in the relative values of these currencies will give rise to changes in other comprehensive income.
Purchases are transacted in Canadian dollars, United States dollars and Euro. Management believes the foreign exchange risk derived from any currency conversions may have a material effect on the results of its operations. The financial instruments impacted by a change in exchange rates include our exposures to the above financial assets or liabilities denominated in nonfunctional currencies. Cash held by the Company in US dollars at December 31, 2025 was $16,868 (September 30, 2025 $1,590).
| 21 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
If the US dollar to Canadian foreign exchange rate changed by 2% this would change the recorded net gain(loss) by $552 (December 31, 2024 $320).
16. Contingencies
|
| a. | Refundable Ontario Investment Tax Credits |
|
|
| On July 22, 2022, the Company received a Notice of Confirmation from the CRA relating to the 2014 and 2015 SRED reassessment for $299 (Cdn$386) and $302 (Cdn$389) including interest respectively. The balance owing has been fully provided for in other payables, and the Company is pursuing the next appropriate step in the appeal process and believes the amounts may be reversed or substantially reduced. The outcome cannot be determined. |
|
|
|
|
|
| b. | Ministry of Energy |
|
|
| On May 28, 2018, the Province of Ontario issued a claim against Electrovaya Corp. claiming $655 (Cdn $830) related to a dispute regarding funding and fulfilment of the Intelligent Energy Storage System under the Smart Grid Fund program. A Statement of Defense disputing the claim in its entirety was filed on March 21, 2019. No further steps have been taken by the province to pursue the claim. |
|
|
|
|
|
| c. | Other Contingencies |
|
|
| In the normal course of business, the Company is party to business related claims. The potential outcomes related to existing matters faced by the Company are not determinable at this time. The Company intends to defend these actions, and management believes that the resolution of these matters will not have a material adverse effect on the Company’s financial condition. |
17. Segment and Customer Reporting
The Company develops, manufactures and markets power technology products. There is only a single segment applicable to the Company.
Given the size and nature of the products produced, the Company’s sales are segregated based on large format batteries, with the remaining smaller product line categorized as “Other”.
| 22 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
There has been no change in either the determination of the Group's segments, or how segment performance is measured, from that described in the Company’s condensed interim consolidated financial statements as at and for the year ended December 31, 2025.
|
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||
| Large format batteries |
|
| 15,554 |
|
|
| 10,856 |
|
| Other |
|
| - |
|
|
| 313 |
|
|
|
|
| 15,554 |
|
|
| 11,169 |
|
Revenues can also be analyzed as follows based on the nature of the underlying deliverables:
|
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||
| Revenue with customers |
|
|
|
|
|
| ||
| Sale of batteries and battery systems |
|
| 15,535 |
|
|
| 10,856 |
|
| Sale of services |
|
| 19 |
|
|
| 212 |
|
| Others |
|
| - |
|
|
| 101 |
|
|
|
|
| 15,554 |
|
|
| 11,169 |
|
Revenues attributed to geographical regions based on the location of the customer were as follows:
|
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||
| Canada |
|
| 177 |
|
|
| 206 |
|
| United States |
|
| 15,337 |
|
|
| 10,961 |
|
| Others |
|
| 40 |
|
|
| 2 |
|
|
|
|
| 15,554 |
|
|
| 11,169 |
|
18. Other payables
Technology Partnerships Canada (“TPC”) projects are long-term (up to 30 years) commencing with an R&D phase, followed by a benefits phase – the period in which a product, or a technology, could generate revenue for the Company. In such cases, repayments would flow back to the program according to the terms and conditions of the Company’s contribution agreement.
In June 2018, the contribution agreement was amended and is included at its net present value in other payables. Further, in September 2024, the agreement was further amended with amended terms and conditions for the repayment of the debt with new payment schedule. Consequently, the old debt was de-recognized and the new debt was recognized with first payment starting in July 2025 and final payment to be discharged in July 2031.
The following table represents changes in the provision for repayments to Industry Canada:
|
|
| December 31, 2025 |
|
| September 30, 2025 |
| ||
| Opening balance |
|
| 332 |
|
|
| 379 |
|
| Interest accretion |
|
| 26 |
|
|
| 114 |
|
| Foreign exchange gain / loss |
|
| 6 |
|
|
| (12 | ) |
| Debt extinguishment |
|
| - |
|
|
| (149 | ) |
| Ending balance |
|
| 364 |
|
|
| 332 |
|
| Less: current portion of the provision (included in Trade and other payables) |
|
| (26 | ) |
|
| (23 | ) |
| Ending balance of long-term portion |
|
| 338 |
|
|
| 309 |
|
| 23 | Page |
| ELECTROVAYA INC. Notes to unaudited condensed interim consolidated financial statements (Expressed in thousands of U.S. dollars) For the three-month periods ended December 31, 2025 and 2024 |
Following is the payment schedule for TPC:
| Year |
| Amount |
| |
| 2026 |
|
| 130 |
|
| 2027 |
|
| 130 |
|
| 2028 |
|
| 130 |
|
| 2029 |
|
| 130 |
|
| 2030 |
|
| 130 |
|
| 2031 |
|
| 130 |
|
19. Income tax
The Company’s effective income tax rate was -11% for the three months ended December 31, 2025 (December 31, 2024 –0%). The effective tax rate is different than the statutory rate primarily due to the recognition of previously unrecognized deferred tax assets on non-capital losses in Canada.
The income tax recovery differs from the amount computed by applying the Canadian statutory income tax rate of 26.50% (2024 – 26.50%) to the loss before income taxes as a result of the following:
|
|
| For the period ended |
| |||||
|
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||
| Income (loss) before income taxes |
|
| 939 |
|
|
| (420 | ) |
| Expected recovery of income taxes based on statutory rates |
|
| 249 |
|
|
| (111 | ) |
| Reduction in income tax recovery resulting from: |
|
|
|
|
|
|
|
|
| Foreign tax rate differential |
|
| (34 | ) |
|
| (24 | ) |
| Other permanent differences |
|
| 27 |
|
|
| 110 |
|
| Share issue costs allocated to equity |
|
| - |
|
|
| - |
|
| Expiry of losses |
|
| 50 |
|
|
| 372 |
|
| Deferred tax benefit not recognized |
|
| (391 | ) |
|
| (347 | ) |
| Income tax expense (recovery) |
|
| (99 | ) |
|
| - |
|
20. Subsequent event
After period end, Dr. Sankar Das Gupta, Chairman and a director of the Company, exercised 1,420,000 warrants at an exercise price of $0.90 per share. As a result, the Company issued 1,420,000 common shares and increased its issued and outstanding share capital accordingly.
| 24 | Page |
EXHIBIT 99.2
ELECTROVAYA INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE QUARTER ENDED DECEMBER 31, 2025
FEBRUARY 12, 2026
| 1. | OUR BUSINESS |
| 4 |
|
|
|
|
|
|
|
| 2. | OUR STRATEGY |
| 5 |
|
|
|
|
|
|
|
| 3. | RECENT DEVELOPMENTS |
| 5 |
|
|
|
|
|
|
|
| 4. | SELECTED QUARTERLY FINANCIAL INFORMATION |
| 7 |
|
|
|
|
|
|
|
| 5. | LIQUIDITY AND CAPITAL RESOURCES |
| 12 |
|
|
|
|
|
|
|
| 6. | OUTSTANDING SHARE DATA |
| 13 |
|
|
|
|
|
|
|
| 7. | OFF-BALANCE SHEET ARRANGEMENTS |
| 13 |
|
|
|
|
|
|
|
| 8. | RELATED PARTY TRANSACTIONS |
| 13 |
|
|
|
|
|
|
|
| 9. | CRITICAL ACCOUNTING ESTIMATES |
| 14 |
|
|
|
|
|
|
|
| 10. | CHANGES IN ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS |
| 14 |
|
|
|
|
|
|
|
| 11. | FINANCIAL AND OTHER INSTRUMENTS |
| 14 |
|
|
|
|
|
|
|
| 12. | DISCLOSURE CONTROLS |
| 14 |
|
|
|
|
|
|
|
| 13. | INTERNAL CONTROL OVER FINANCIAL REPORTING |
| 15 |
|
|
|
|
|
|
|
| 14. | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT RISKS AND UNCERTAINTIES |
| 15 |
|
|
|
|
|
|
|
| 15. | OTHER RISKS |
| 19 |
|
| 2 | Page |
|
| · | 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 February 12, 2026 and it is, therefore, dated as at that date. This MD&A includes the operating and financial results for the quarters ending December 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.
|
| · | 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 30% revenue growth (exceeding $83 million) over FY 2025 in FY 2026, order growth and customer demand in FY 2026, mass production schedules, , the Company’s ability to start production of cells at the Jamestown, New York facility by end of FY 2026, future business opportunities, use of proceeds, ability to deliver to customer requirements and revenue growth forecasts for the fiscal year ending September 30, 2026. 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 2026 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 $100-125 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 2026, and a stable political climate with respect to exports from Canada to the United States, the start up time for manufacturing in Jamestown NY is estimated towards the end of FY 2026 or first quarter of FY 2027, 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 growth in FY 2026 of more than 30% over FY 2025 (exceeding $83 million), the predictability of sales and success of the Company’s products in verticals other than material handling, the imposition of a 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, 2025 under “Risk Factors”, in the Company’s base shelf prospectus dated September 17, 2024, and in the Company’s most recent annual and interim 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. 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.
| 3 | Page |
ELECTROVAYA INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
1. OUR BUSINESS
Electrovaya is a technology-focused lithium-ion battery company engaged in the design, development and manufacturing of advanced battery cells, modules and systems. The Company’s products primarily are based on its proprietary Infinity Battery Technology, which incorporates ceramic-enhanced lithium-ion cell constructions and advanced materials that deliver high safety performance, long cycle life and strong durability in demanding operating environments. These characteristics make Electrovaya’s products suitable for mission-critical applications, including material-handling equipment, robotic and autonomous vehicles, heavy-duty electric vehicles, defense-related platforms and stationary energy-storage systems.
Electrovaya’s development activities draw upon capabilities in electrochemistry, materials science, mechanical and electrical engineering, and battery-management software. The Company maintains an expanding intellectual-property portfolio related to advanced materials, cell designs, ceramic components, separator technologies and system-level battery architectures. Electrovaya is also engaged in programs related to next-generation solid-state and hybrid solid-state battery technologies, as well as improvements to its existing Infinity platform.
The Company has a battery and battery systems research and manufacturing facility in Mississauga, Ontario at 6688 Kitimat Road. 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. The setup of the Jamestown manufacturing hub started in later part of FY2025 and will continue through FY 2026 with aim of commercial cell manufacturing in early FY 2027. Following completion and commissioning, the facility is expected to increase production capacity and provide U.S.-based manufacturing capabilities aligned with evolving supply-chain and national energy-security objectives. The Company maintains research, engineering and manufacturing operations and has operating personnel in both Canada and the USA.
The Company’s commercial offerings include low-voltage and high-voltage battery systems supplied to a range of industrial and transportation markets. These include material-handling equipment, robotic vehicles, airport ground-support equipment, speciality defense applications, construction and mining equipment, electric buses and trucks, and grid-connected or behind-the-meter energy-storage installations. While the material-handling sector has historically represented a significant share of the Company’s revenue, Electrovaya continues to expand into adjacent markets where long operating life, enhanced safety and reliable high-power performance are essential.
| 4 | Page |
2. OUR STRATEGY
We have developed a highly proprietary and specialized lithium-ion technology that provides superior cycle life and safety. Given these advantages, the Company is focused on applications where those two performances 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, |
|
|
|
|
|
| · | 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. |
3. RECENT DEVELOPMENTS
Business Highlights – Q1 FY2026:
On October 31, 2025, the Company announced the establishment of a subsidiary in Japan. The new entity, Electrovaya Japan, will serve as a local platform to expand the Company's commercial activities and to support its growing customer base and strategic relationships across the Japanese market.
On November 4, 2025, the Company announced it is commencing an underwritten public offering (the "Offering") of its common shares (the "Common Shares"). The Company expects to grant the underwriters a 30-day option to purchase up to an additional 15% of Common Shares at the public offering price. All of the Common Shares are being offered by the Company.
The Common Shares will be offered in the United States pursuant to a shelf registration statement (including a prospectus supplement thereto) previously filed with and declared effective by the Securities and Exchange Commission (the "SEC") on September 25, 2024 (the "U.S. Base Shelf Prospectus") in accordance with the Multijurisdictional Disclosure System established between Canada and the United States, and will be qualified for distribution in the provinces and territories of Canada by way of a prospectus supplement to the Company's base shelf prospectus dated September 17, 2024 (the "Canada Base Shelf Prospectus"), provided that no securities will be sold in the Province of Québec.
| 5 | Page |
Oppenheimer & Co. Inc. is acting as sole book-running manager for the proposed Offering. Raymond James Ltd. is acting as the lead manager for the proposed Offering.
The Company intends to use the net proceeds from the Offering to invest in energy as a service, investment in next generation battery and separator research and development and for working capital and general corporate purposes.
On November 5, 2025, the Company announced today the pricing of its previously announced public offering (the "Offering") of 4,700,000 common shares of the Company ("Common Shares") at a price to the public of US$5.20 per Common Share. The Company has granted the underwriters a 30-day option to purchase up to an additional 705,000 Common Shares at the public offering price, less underwriting discounts and commissions.
On November 6, 2025, the Company announced the closing of its previously announced public offering (the "Offering") of 4,700,000 common shares of the Company ("Common Shares") at a price to the public of US$5.20 per Common Share. The underwriters elected to exercise the overallotment option in full, resulting in an additional 705,000 Common Shares being issued today for aggregate gross proceeds, before deducting the underwriting discounts and commissions and other offering expenses payable by Electrovaya, of approximately US$28.1 million.
Oppenheimer & Co. Inc. acted as sole book-running manager for the Offering. Raymond James Ltd. acted as the lead manager for the Offering. H.C. Wainwright & Co. and Roth Capital Partners acted as co-managers for the Offering.
The Company intends to use the net proceeds from the Offering to invest in energy as a service, investment in next generation battery and separator research and development and for working capital and general corporate purposes.
On November 19, 2025, the Company provided a business update highlighting recent insider share purchases, continued progress on its Jamestown gigafactory build-out and EXIM loan drawdowns, and planned deployment of capital from its recently completed equity financing.
Subsequent Events
On January 20, 2026, the Company announced that Dr. Sankar Das Gupta (the "Acquirer"), a director and Chairman of the Board of Directors of Electrovaya Inc. exercised 1,420,000 warrants ("Warrants") to purchase common shares (each, a "Common Share") at an exercise price of $0.90 per Common Share, acquiring an equivalent number of Common Shares on the exercise. Following the exercise, the Acquirer owns 11,690,751 Common Shares on a non-diluted basis, representing approximately 23.66% of the outstanding Common Shares, and 605,000 options to purchase Common Shares, entitling the Acquirer to purchase an additional 605,000 Common Shares. If the Acquirer were to exercise all his remaining options, and assuming no other new issuances of Common Shares at or prior to such exercise, the Acquirer would own an aggregate of 12,295,751 Common Shares, representing approximately 24.58% of the then outstanding Common Shares.
Positive Financial Outlook:
The Company anticipates strong growth into FY2026 with estimated revenues growth to exceed 30% over FY 2025 (in excess of $83 million) driven by continuing demand from the Company’s largest end users of material handling batteries and our entry into additional market verticals. This guidance is prepared by taking into account its existing purchase orders, along with anticipated pipeline from its key end users and customers. This guidance also takes into consideration a percentage of anticipated revenue that potentially may be deferred to FY 2027. This guidance is subject to change and is made barring any unforeseen circumstances. See “Forward-Looking Statements”.
| 6 | Page |
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 Q1 2026 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 Q1 2026 Interim Financial Statements reflect all adjustments that are, in the opinion of management, necessary to present fairly our financial position as at December 31, 2025 and the financial performance, comprehensive income and cash flows for the three months ended December 31, 2025.
Results of Operations
(Expressed in thousands of U.S. dollars)
| 7 | Page |
Revenue
Revenue increased to $15.5 million, compared to $11.2 million for the quarter ended December 31, 2025 and 2024 respectively, an increase of $4.4 million or 39%. Revenue was primarily from the sale of batteries and battery systems for MHEVs. Batteries and battery systems accounted for 99.9% of the revenue in the quarter.
For the quarter ended December 31, 2025, revenue attributable to the United States accounted for $15.3million 98.6% of total revenue, while revenue attributed to Canada and other countries accounted for the remaining $0.2 million or 1.4%.
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 to 32.9% from 30.5% in the December 2024 quarter. Gross margin for the period ended December 31, 2025 is $5.1 million compared to $3.4 million for the period ended December 31, 2024. The fluctuation in margin is primarily due to product mix. 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.
| 8 | Page |
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 to $3.7 million for the quarters ended December 31, 2025, compared to $3.6 million for the quarter ended December 31, 2024. Within the quarter research and development increased by $0.2 million, however this was offset by an increase to government grants of $0.1 million, sales and marketing decreased by $0.05 million, general and administrative expenses increased by $0.2 million, while stock based compensative decreased by $0.2 million. No other operating expenses showed significant movements in the quarter.
Net Profit/(Loss)
The company earned net income of $1.0 million for the period ending December 31, 2025 in comparison to net loss of $0.4 million for the period ending December 31, 2024. The profit for the quarter was driven by higher sales of $4.4 million, improved gross margins due to operating efficiencies and product mix. Further, the company was able to reduce its financing cost by $0.3 million by lowering its loan under working capital facility.
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 EBITDA1
(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.
| 9 | Page |
Adjusted EBITDA1 is increased by $1.4 million to $1.9 million. Improved Adjusted EBITDA1 was driven by the increase in sales and gross margin and by controlling operating costs. We continue our efforts for sales growth, control of manufacturing costs and reduction operating expenses.
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 maintaining a profitable position and strong working capital management.
Summary Cash Flow
(Expressed in thousands of U.S. dollars)
| 10 | Page |
The Company ended December 31, 2025 with $22.7 million of cash as compared to $8.2 million at December 31, 2024. The Company also had restricted cash of $2.4 million related to the EXIM debt.
For the quarter ended December 31, 2025 the Company had cash provided by operating activities of $1.9 million, as compared to cash provided of $1.0 million for December 31, 2024. The company continues to utilise its revolving credit line to help fund purchase orders.
Quarterly Comparative Summaries
Quarterly revenue from continued operations are as follows:
| (USD $ thousands) | Q1 | Q2 | Q3 | Q4 |
| 2026 | $15,554 | - | - | - |
| 2025 | $11,169 | $15,018 | $17,133 | $20,506 |
| 2024 | $12,091 | $10,695 | $10,274 | $11,555 |
Quarterly net profits/(losses) from continued operations are as follows:
| (USD $ thousands) | Q1 | Q2 | Q3 | Q4 |
| 2026 | $1,038 | - | - | - |
| 2025 | $(420) | $828 | $907 | $2,048 |
| 2024 | $(208) | $(839) | $(324) | $(114) |
Quarterly net gains (losses) per common share from continued operations are as follows:
|
| Q1 | Q2 | Q3 | Q4 |
| 2026 | $0.02 | - | - | - |
| 2025 | $(0.01) | $0.02 | $0.02 | $0.06 |
| 2024 | $(0.00) | (0.03) | $(0.01) | $(0.00) |
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.
| 11 | Page |
5. LIQUIDITY AND CAPITAL RESOURCES
During the quarter ended December 31, 2025, the Company generated $1.9 million cash in operations with total cash provided from operating activities on December 31, 2025 being $1.7 million. As of December 31, 2025 the company had working capital of $51.46 million (September 30, 2025: $31.88 million) and a net profit of $0.7 million for quarter ended December 31, 2025 (Quarter ended December 31, 2024: $(0.4) million). The Company’s equity was in surplus of $59.97 million as of December 31, 2025 (September 30, 2025: $31.13 million). As of December 31, 2025 the Company had cash and cash equivalents of $22.68 million (September 30, 2025: $6.36 million).
The Company began the construction of its gigafactory in Jamestown, New York (the “Gigafactory”), in financial year 2025 after securing financing from Export-Import Bank of the United States (EXIM) for $50.8. million which was approved on November 14, 2024. The Company has also secured support from the State of New York including $2 million in grants and $4.5 million in refundable tax credits. The first phase of construction is expected to take place within the existing 135,000 square foot manufacturing facility for the production of cells and batteries, with an estimated capital expenditure of approximately US$50 million.
Further, the Company continuously aims to improve its manufacturing process, equipment and facilities. The Company also anticipates gross margins to improve or remain consistent in fiscal year 2026 due to decreasing costs of key materials including but not limited to cell materials, separators, and other high value items. These anticipated improved margins, when combined with expected overall sales growth should result in improved overall financial performance.
At December 31, 2025, we had the following contractual obligations:
| Year of Payment Obligation |
| Contractual Obligations |
| |
| 2026 |
|
| 10,730 |
|
| 2027 |
|
| 3,667 |
|
| 2028 |
|
| 15,505 |
|
| 2029 |
|
| 4,634 |
|
| 2030 and thereafter |
|
| 8,954 |
|
| Total |
| $ | 43,490 |
|
| 12 | Page |
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 |
| ||
| Outstanding, September 30, 2025 |
|
| 42,108,920 |
|
|
| 134,866 |
|
| Issuance of shares |
|
| 5,405,000 |
|
|
| 25,845 |
|
| Exercise of warrants |
|
| 67,841 |
|
|
| 255 |
|
| Exercise of options |
|
| 382,335 |
|
|
| 1,692 |
|
| Balance, December 31, 2025 |
|
| 47,964,096 |
|
|
| 163,106 |
|
Details of share warrants
|
|
| Number Outstanding |
|
| Exercise Price |
| ||
| Balance, December 31, 2025 |
|
| 1,420,000 |
|
| $ | 0.63 |
|
Details of compensation options
|
|
| Number Outstanding |
|
| Weighted average exercise price |
| ||
| Outstanding, September 30, 2025 |
|
| 4,524,884 |
|
|
| 3.44 |
|
| Exercised during the period |
|
| (382,335 | ) |
|
| 4.50 |
|
| Expired during the period |
|
| (2,665 | ) |
|
| 3.64 |
|
| Balance, December 31, 2025 |
|
| 4,139,884 |
|
|
| 3.28 |
|
As of December 31, 2025, the Company had 47,964,097 common shares outstanding, 4,139,884 options to purchase common shares outstanding and 1,420,000 warrants to purchase common shares outstanding.
7. OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements for the quarter ended December 31, 2025.
8. RELATED PARTY TRANSACTIONS
Please refer to note 13 to the December 31, 2025 Financial Statements for details on related party transactions.
| 13 | Page |
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 2 of the Company’s September 30, 2025 consolidated financial statements.
10. CHANGES IN ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS
There is no change in our accounting policies from the policies already disclosed in our financial for year ending September 30, 2025.
11. FINANCIAL AND OTHER INSTRUMENTS
Please refer to note 15 of the December 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.
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 December 31, 2025.
| 14 | Page |
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 December 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 December 31, 2025.
14. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT RISKS AND UNCERTAINTIES
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.
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.
| 15 | Page |
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:
| 1. | to best optimize and utilize the resources of the Company for sustainable growth of the Company. |
|
|
|
| 2. | 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 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.
Capital for the reporting periods under review is summarized as follows:
| 16 | Page |
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:
|
|
| December 31, |
|
| September 30, |
| ||
|
|
| 2025 |
|
| 2025 |
| ||
| Cash and cash equivalents |
| $ | 25,120 |
|
| $ | 7,014 |
|
| Trade and other receivables |
|
| 13,964 |
|
|
| 16,474 |
|
| Carrying amount |
| $ | 39,084 |
|
| $ | 23,488 |
|
Cash and cash equivalents are comprised of the following:
|
|
| December 31, |
|
| September 30, |
| ||
|
|
| 2025 |
|
| 2025 |
| ||
| Cash and cash equivalents |
| $ | 22,677 |
|
| $ | 6,358 |
|
| Restricted cash |
| $ | 2,443 |
|
| $ | 656 |
|
|
|
| $ | 25,120 |
|
| $ | 7,014 |
|
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 December 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
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.
| 17 | Page |
Interest rate risk
The Company has floating and fixed interest-bearing debt ranging from prime plus 4.9%, to 7.45% 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 December 31, 2025 was $16.87 million (September 30, 2025 - $1.59 million).
If the US dollar to Canadian foreign exchange rate changed by 2% this would change the recorded net gain(loss) by $$0.6 million (December 31, 2024: $0.3 million).
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.
| 18 | Page |
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 December 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.
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, 2025.
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, 2025, is available on SEDAR and EDGAR.
| 19 | Page |
EXHIBIT 99.3
News for Immediate Release
Electrovaya Reports Fiscal Year Q1 2026 Results
Quarterly Revenue of $15.5M up 39% YoY; Adjusted EBITDA1 of $2M, up 265% YoY, and Net Profit of $1M ($0.02/share)
Strong Progress with the development of ultra-high rate charging cell and system technology along with other product development activities
Reaffirms Fiscal 2026 Revenue Guidance Exceeding $83M
Toronto, Ontario – February 12, 2026 – Electrovaya Inc. (“Electrovaya” or the “Company”) (Nasdaq: ELVA, TSX: ELVA), a leading lithium-ion battery technology and manufacturing company, today reported its financial results for the first quarter and fiscal year ended September 30, 2026 (“Q1 FY 2026”). All dollar amounts are in U.S. dollars unless otherwise noted.
Financial Highlights:
|
| · | Revenue for Q1 FY 2026 was $15.5 million, compared to $11.1 million in Q1 2025. An increase of $4.4 million or 39% year over year. |
|
|
|
|
|
| · | Gross margin for Q1 FY 2026 was 32.9%, compared to 30.5% in Q1 2025. An increase of 240 basis points. |
|
|
|
|
|
| · | Adjusted EBITDA1 was $2.0 million, compared to $0.5 million in Q1 2025, an increase of $1.4 million or 265%. Q1 2025 was the Company’s eleventh consecutive quarter of positive Adjusted EBITDA1. |
|
|
|
|
|
| · | Net profit was $1.0 million compared to a net loss of $0.4 million in Q1 2025, an increase of $1.4 million. Earnings per share was $0.02 for Q1 2026 compared to $(0.01) for Q1 2025. |
|
|
|
|
|
| · | The Company generated positive cash from operations of $1.9 million for Q1 2026, compared to cash generated from operations of $1.0 million in Q1 2025. Cash generated from operating activities before net changes in working capital was $1.7 million for FY2025 compared to cash used of $(0.3) million for Q1 2025. A significant improvement in operating cash flow of $2.0 million. |
|
|
|
|
|
| · | The closing cash balance for Q1 2026 was $22.7 million (non-restricted) compared to $8.2 million for Q1 2025, an increase of $14.5 million. |
| 1 |
Key Operational and Strategic Highlights- Q1 FY2026 & Subsequent Events:
Business Development Activities
|
| · | Continued progress across our core material handling vertical, with new OEM-integrated high-voltage battery systems scheduled to begin deliveries in March 2026. |
|
|
|
|
|
| · | Deliveries were made during the quarter to a global defense contractor for a new vehicle platform, expanding our supply relationship to two distinct applications with this OEM. |
|
|
|
|
|
| · | Initiated deliveries to robotic applications in January 2026 using the Company’s latest modular 48V battery systems. |
|
|
|
|
|
| · | Testing of the Company’s initial Airport Ground Support Equipment (GSE) battery systems is underway across a range of locations and climate conditions with a leading U.S. airline. |
|
|
|
|
|
| · | Established a Japanese subsidiary to support growing opportunities in Japan and the broader Asia-Pacific region. |
Product & Technology Development Activities
|
| · | Advanced development of an ultra-fast charging lithium-ion cell and accompanying battery system continues. This product will incorporate a next-generation anode technology integrated with the Company’s Infinity platform, delivering enhanced safety and extended cycle life while enabling charging times of approximately five minutes. Potential applications include robotics and data center infrastructure support. Sampling is targeted for 2026, with commercial availability expected in 2027. |
|
|
|
|
|
| · | Continued development of next-generation energy storage products, including 800V DC architectures with high-rate capabilities designed to support evolving data center ecosystems. Commercialization is targeted for 2027. |
|
|
|
|
|
| · | Launch of new material handling products planned for MODEX 2026 in Atlanta, including solutions targeting Class III material handling vehicles and next-generation data analytics platforms. |
|
|
|
|
|
| · | Progressing next generation ceramic-separator development to deliver increased performance and thermal stability. Solid-state battery development work is expected to accelerate following installation of pilot-scale equipment in March 2026. |
Jamestown Manufacturing Expansion Update
|
| · | Commenced site construction for both interior and exterior facility upgrades. |
|
|
|
|
|
| · | Initial Dry-room equipment (infrastructure required for cell manufacturing) deliveries have been received. |
|
|
|
|
|
| · | Hiring of key personnel to support equipment installation and automation initiatives has begun. |
| 2 |
Strengthened Balance Sheet & Financial Position to Support Next Phase of Growth
|
| · | Strengthened balance sheet through a combination of strong operational performance, support from financial partners, and an equity raise completed in November 2025. The Company ended Q1 FY2026 with foundations in place to execute the next phase of its strategy, including: |
|
| ✦ | Expansion of manufacturing capacity in Jamestown, NY |
|
|
|
|
|
| ✦ | Expansion into new vertical markets |
|
|
|
|
|
| ✦ | Continued development of next-generation products and technologies |
Management Commentary:
“The first quarter of our fiscal year is typically a lower revenue-generating period due to seasonality of our core material handling vertical and the close correlation of our business with large retailers. However, during the first quarter of Fiscal 2026, we continued to make meaningful progress across our core markets and strategic initiatives, while also achieving our year-over-year growth and profitability targets,” stated Dr. Raj DasGupta, CEO of Electrovaya. “We are expanding our offerings within material handling with new OEM-integrated high-voltage systems scheduled for initial deliveries in March, while also advancing our presence in defense, robotics, and airport ground equipment applications.”
“At the same time, we are accelerating development of ultra-fast charging battery technology and next-generation 800V DC energy storage solutions targeting robotics and data center infrastructure. Our Jamestown facility expansion is progressing with site upgrades, equipment deliveries, and key hiring underway.”
"We continued our strong growth trajectory in Q1 FY 2026, which is a quarter where we historically experience some seasonality. This quarter saw a 39% increase in revenue, a 265% increase in Adjusted EBITDA1, a Net Profit of $1 million, which gave us an earnings per share figure of $0.02, and positive cash flow from operations,” stated John Gibson, Electrovaya's CFO. "We are moving into Q2 FY2026 and beyond with a strong balance sheet and capital to invest in continued technology development and support organic growth. We continue to draw on the EXIM facility to support the build out of the Jamestown plant and are utilizing the BMO facility to support general operations.”
Positive Financial Outlook & Fiscal 2026 Guidance:
The Company anticipates continued strong growth into FY2026 with estimated revenue growth to exceed 30% over FY 2025 (in excess of $83 million) driven by sustained demand from the Company’s largest end users of material handling batteries and our entry into additional market verticals. This guidance reflects existing purchase orders, and anticipated pipeline of key customers. This guidance also takes into consideration a percentage of anticipated revenue that may be deferred to FY 2027. This guidance is subject to change and is made barring any unforeseen circumstances. See “Forward-Looking Statements”.
| 3 |
Selected Annual Financial Information for the Quarter ended December 31, 2025 and 2024:
Results of Operations
(Expressed in thousands of U.S. dollars)
Summary Financial Position
(Expressed in thousands of U.S. dollars)
| 4 |
Cash flow statement
(Expressed in thousands of U.S. dollars)
1 Non-IFRS Measure: Adjusted EBITDA is defined as income/(loss) from operations, plus stock-based compensation costs and depreciation and amortization costs. Adjusted EBITDA does not have a standardized meaning under IFRS. Therefore it is unlikely to be comparable to similar measures presented by other issuers. Management believes 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 IFRS measures. The most directly comparable measure to Adjusted EBITDA calculated in accordance with IFRS is income (loss) from operations.
The Company’s unaudited consolidated Financial Statements and Management Discussion and Analysis for the first quarter ended December 31, 2025 are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, as well as on the Company’s website at www.electrovaya.com.
Conference Call & Webcast details:
|
| · | Date: Thursday, February 12, 2026 |
|
| · | Time: 5:00 pm. Eastern Time (ET) |
|
| · | Toll Free: 888-506-0062 |
|
| · | International: 973-528-0011 |
|
| · | Participant Access Code: 824578 |
|
| · | Webcast link: https://www.webcaster5.com/Webcast/Page/2975/53605 |
To help ensure that the conference begins in a timely manner, please dial in 10 minutes prior to the start of the call.
For those unable to participate in the conference call, a replay will be available for two weeks beginning on February 12, 2026, through February 26, 2026. To access the replay, the dial-in number is 877-481-4010 and 919-882-2331. The replay passcode is 53605.
| 5 |
Investor and Media Contact:
Jason Roy
VP, Corporate Development and Investor Relations
Electrovaya Inc.
jroy@electrovaya.com
905-855-4618
About Electrovaya Inc.
Electrovaya Inc. (NASDAQ: ELVA; TSX: ELVA) is a technology-driven lithium-ion battery company commercializing its proprietary Infinity Battery Technology, designed for superior safety, longevity, and performance in mission-critical industrial, robotics, defense and energy-storage applications. The Company leverages a strong intellectual-property portfolio and advanced materials expertise to deliver durable, high-value battery solutions to global OEMs and end users. To support growing demand and advancing energy-security and national-security objectives, Electrovaya is expanding U.S. manufacturing through its 52-acre Jamestown, New York site, which includes a 137,000-square-foot facility planned as its first gigafactory. Electrovaya also operates two Canadian sites focused on research, engineering, and product commercialization. For more information, please visit www.electrovaya.com.
Forward-Looking Statements
This press release contains forward-looking statements, including statements that relate to, among other things, revenue, purchase orders, revenue guidance of more than 30% revenue growth (exceeding $83 million) over FY 2025 in FY 2026, order growth and customer demand in FY 2026, mass production schedules, , the Company’s ability to start production of cells at the Jamestown, New York facility by end of CY 2026, future business opportunities, use of proceeds, ability to deliver to customer requirements and revenue growth forecasts for the fiscal year ending September 30, 2026. 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 2026 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 $100-125 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 2026, and a stable political climate with respect to exports from Canada to the United States, the start up time for manufacturing in Jamestown NY is estimated towards the end of FY 2026 or first quarter of FY 2027, 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 growth in FY 2026 of more than 30% over FY 2025 (exceeding $83 million), the predictability of sales and success of the Company’s products in verticals other than material handling, the imposition of a 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, 2025 under “Risk Factors”, in the Company’s base shelf prospectus dated September 17, 2024, and in the Company’s most recent annual and interim 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. 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.
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EXHIBIT 99.4
EXHIBIT 99.5
