GP 6-K
GREENPOWER MOTOR Co INC. (GP)
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number 001-39476
GreenPower Motor Company Inc.
(Translation of registrant's name into English)
#240 - 209 Carrall Street, Vancouver, British Columbia V6B 2J2
(Address of principal executive office)
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 [X] Form 40-F [ ]
SUBMITTED HEREWITH
Item 8.01 Other Events
During the year-ended March 31, 2026 GreenPower Motor Company Inc. (“GreenPower” or the “Company”) issued Series A convertible preferred shares that were initially determined to be shareholder’s equity, and were ultimately recorded in the Company’s audited financial statements for the year ended March 31, 2026 as a liability of $1,643,214. The Series A convertible preferred shares were converted into common shares during the 3 months ended June 30, 2026, and the associated liability was transferred to share capital.
Between April 1, 2026 and June 30, 2026, the Company completed the following transactions which each increased the share capital of the Company:
i. Between April 1, 2026 and June 17, 2026 1,351 Series A convertible preferred shares were converted into 1,494,423 common shares of the company, and the Series A preferred share liability of $1,643,214 as at March 31, 2026 was transferred to share capital;
ii. On June 15, 2026, 256,410 common shares were issued to a company controlled by a director of the Company pursuant to the exercise of 256,410 warrants at US$0.78 per share for gross proceeds of $200,000;
iii. On June 30, 2026, the Company issued 257,638 common shares at $1.44 per share to pay for $371,000 of accrued interest to June 30, 2026 on convertible debentures to the convertible debenture investors. The convertible debenture investors are related parties and include a company controlled by a director of the Company, and by companies controlled by the CEO and director of the Company. The equity pickup in the table below is net of accrued interest on convertible debentures between April 1, 2026 and June 30, 2026;
iv. On June 30, 2026, the Company issued 552 Series B convertible preferred shares to companies controlled by the CEO and director of the Company for the conversion of $524,400 of loans from the same companies;
v. On June 30, 2026 the Company issued 1,640 Series B convertible preferred shares to a company controlled by the CEO and director of the Company for the conversion of $1,558,000 of convertible debentures from the same company. The equity pickup in the table below is net of the portion of the convertible debentures that were converted to Series B convertible preferred shares that was previously recognized as equity.
| Shareholders Equity as originally reported | $1,548,794 | |
| Series A preferred shares converted into common shares | (i) | $1,643,214 |
| Exercise of warrants | (ii) | $ 200,000 |
| Issuance of shares for interest payments, net of incremental accrued interest | (iii) | $ 158,667 |
| Series B preferred shares for related party loans | (iv) | $ 524,000 |
| Series B preferred shares for convertible debentures | (v) | $1,258,481 |
| Pro-forma shareholders equity at June 30, 2026, before the loss for the period | $5,333,556 |
On June 30, 2026 GreenPower issued the third tranche of 1,500 Series A Convertible Preferred Shares in a private placement for gross proceeds of US$1,425,000 pursuant to a Securities Purchase Agreement dated November 14, 2025 (the "Agreement") for the issuance of Series A Convertible Preferred Shares through a facility with an institutional investor (the "Investor"). This will be recorded as a liability at June 30, 2026 and transferred to share capital when converted into common shares, which the Company expects will occur in the quarter ending September 30, 2026. In addition, on June 30, 2026, the Company and the Investor amended the Agreement to increase the aggregate stated value of Series A Convertible Preferred Shares issuable under the Agreement by US$2 million for a total of $20 million.
- 2 -
At June 30, 2026 the Company has approximately $5,442,000 of convertible debentures held by the CEO and a Director of the Company that could be converted into shareholders equity
The balance of funding available with the Series A Preferred Shares is up to approximately $16.5 million which combined with conversion of the convertible debentures into common shares provides GreenPower with up to $22 million of additional equity.
EXHIBITS 99.1 THROUGH 99.5 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE TO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-3, AS AMENDED (NO. 333-276209) AND FORM S-8 (NO. 333-261422), TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED.
- 3 -
SIGNATURE
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.
GreenPower Motor Company Inc.
/s/ Michael Sieffert
Michael Sieffert, Chief Financial Officer
Date: July 10, 2026
GREENPOWER MOTOR COMPANY INC.
CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended March 31, 2026, 2025 and 2024
(Expressed in US dollars)
GREENPOWER MOTOR COMPANY INC.
Consolidated Financial Statements
(Expressed in US Dollars)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Directors of
GreenPower Motor Company Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of GreenPower Motor Company Inc. (the "Company") as of March 31, 2026, and the related consolidated statements of operations and comprehensive loss, changes in equity (deficit), and cash flows for the year ended March 31, 2026, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026, and the results of its operations and its cash flows for the year ended March 31, 2026, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards").
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| DAVIDSON & COMPANY LLP | 1200 - 609 Granville Street | 604 687 0947 |
| PO Box 10372 Pacific Centre | davidson-co.com | |
| Vancouver, BC V7Y 1G6 |
We have served as the Company's auditor since 2026.
/s/ DAVIDSON & COMPANY LLP
| Chartered Professional Accountants | Vancouver, Canada |
July 8, 2026
 |
Tel: (604) 688-5421 | BDO Canada LLP |
| Fax: (604) 688-5132 | 1100 Royal Centre | |
| www.bdo.ca | 1055 West Georgia Street, P.O. Box 11101 | |
| Vancouver, British Columbia | ||
| V6E 3P3 | ||
Report of Independent Registered Public Accounting Firm |
||
Shareholders and Board of Directors
GreenPower Motor Company Inc.
Vancouver, Canada
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statement of financial position of GreenPower Motor Company Inc. (the "Company") as of March 31, 2025, the related consolidated statements of operations and comprehensive loss, changes in equity / (deficit) and cash flows for each of the two years in the period ended March 31, 2025, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2025, and the results of its operations and its cash flows for the two years in the period ended March 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
Going Concern Uncertainty
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Chartered Professional Accountants
We have served as the Company's auditor from 2022 to 2026.
Vancouver, Canada
July 30, 2025
GREENPOWER MOTOR COMPANY INC.
Consolidated Statements of Financial Position
As of March 31, 2026 and 2025
(Expressed in US Dollars)
| March 31, 2026 | March 31, 2025 | |||||
| Assets | ||||||
| Current | ||||||
| Cash (Note 4) | $ | 328,086 | $ | 344,244 | ||
| Accounts receivable, net of allowances (Note 5) | 331,822 | 541,793 | ||||
| Current portion of finance lease receivables (Note 6) | 57,982 | 45,473 | ||||
| Inventory (Note 7) | 23,825,379 | 25,601,888 | ||||
| Restricted deposit (Note 9) | 407,726 | - | ||||
| Prepaids and deposits | 362,064 | 1,241,670 | ||||
| 25,313,059 | 27,775,068 | |||||
| Non-current | ||||||
| Finance lease receivables (Note 6) | 33,945 | 91,455 | ||||
| Right of use assets (Note 8) | 4,569,336 | 5,479,555 | ||||
| Property and equipment (Note 10) | 718,557 | 1,310,581 | ||||
| Restricted deposit (Note 9) | - | 415,065 | ||||
| Prepaids and deposit | 53,322 | - | ||||
| Other assets | - | 1 | ||||
| 5,375,160 | 7,296,657 | |||||
| Total Assets | $ | 30,688,219 | $ | 35,071,725 | ||
| Liabilities | ||||||
| Current | ||||||
| Line of credit (Note 11) | $ | 1,452,615 | $ | 5,983,572 | ||
| Revolving term loan facility (Note 12) | 3,591,924 | 3,591,354 | ||||
| Term loan facility (Note 13) | 1,628,858 | - | ||||
| Accounts payable and accrued liabilities (Note 24) | 3,891,760 | 3,719,716 | ||||
| Current portion of deferred revenue (Note 18) | 2,576,050 | 3,279,536 | ||||
| Current portion of lease liabilities (Note 8) | 811,034 | 633,035 | ||||
| Current portion of loans payable to related parties (Note 21) | 100,000 | 1,334,720 | ||||
| Series A convertible preferred share liability (Note 16) | 1,643,214 | - | ||||
| Current portion of warranty liability (Note 22) | 817,482 | 816,326 | ||||
| Current portion of other liabilities | 8,567 | - | ||||
| Contingent liability (Note 25) | - | 310,000 | ||||
| 16,521,504 | 19,668,259 | |||||
| Non-current | ||||||
| Convertible debentures (Note 14) | 5,654,279 | - | ||||
| Deferred revenue (Note 18) | - | 6,858,820 | ||||
| Lease liabilities (Note 8) | 4,741,229 | 5,535,051 | ||||
| Loans payable to related parties (Note 21) | 519,436 | 2,849,325 | ||||
| Other liabilities | - | 17,133 | ||||
| Warranty liability (Note 22) | 1,702,977 | 1,749,103 | ||||
| 12,617,921 | 17,009,432 | |||||
| Total Liabilities | 29,139,425 | 36,677,691 | ||||
| Equity (deficiency) | ||||||
| Share capital (Note 16) | 86,544,102 | 80,538,262 | ||||
| Reserves | 16,831,295 | 15,239,622 | ||||
| Equity portion of convertible debentures (Note 14) | 1,097,308 | - | ||||
| Accumulated other comprehensive income | 112,999 | 39,657 | ||||
| Accumulated deficit | (103,036,910 | ) | (97,423,507 | ) | ||
| 1,548,794 | (1,605,966 | ) | ||||
| Total Liabilities and Equity | $ | 30,688,219 | $ | 35,071,725 |
Nature and Continuance of Operations and Going Concern - Note 1
Approved on behalf of the Board on July 7, 2026.
| /s/ Fraser Atkinson | /s/ Mark Achtemichuk | |
| Director | Director | |
(The accompanying notes are an integral part of these consolidated financial statements)
GREENPOWER MOTOR COMPANY INC.
Consolidated Statements of Operations and Comprehensive Loss
For the Years Ended March 31, 2026, 2025 and 2024
(Expressed in US Dollars)
| March 31, | March 31, | March 31, | |||||||
| 2026 | 2025 | 2024 | |||||||
| Revenue (Notes 22, 24) | $ | 16,388,579 | $ | 19,847,279 | $ | 39,271,839 | |||
| Cost of Sales (Note 7) | 7,173,476 | 17,650,661 | 33,914,237 | ||||||
| Gross Profit | 9,215,103 | 2,196,618 | 5,357,602 | ||||||
| Sales, general and administrative costs | |||||||||
| Salaries and administration (Note 21) | 3,891,189 | 9,912,495 | 8,814,561 | ||||||
| Depreciation (Notes 8, 10) | 1,445,129 | 1,662,113 | 1,858,458 | ||||||
| Product development costs | 701,369 | 1,339,200 | 1,811,472 | ||||||
| Office expense | 66,773 | 1,256,499 | 1,607,459 | ||||||
| Insurance | 1,447,375 | 1,727,831 | 1,716,157 | ||||||
| Professional fees (Note 25) | 2,500,177 | 1,672,938 | 1,925,938 | ||||||
| Sales and marketing | 78,569 | 997,772 | 661,426 | ||||||
| Share-based payments (Notes 17, 21) | 279,546 | 897,468 | 1,502,112 | ||||||
| Transportation costs | 207,351 | 264,344 | 212,263 | ||||||
| Travel, accomodation, meals and entertainment | 110,244 | 397,749 | 599,169 | ||||||
| Allowance for credit losses (Note 5) | 10,528 | (12,277 | ) | 1,450,962 | |||||
| Total sales, general and administrative costs | 10,738,250 | 20,116,132 | 22,159,977 | ||||||
| Loss from operations before interest, accretion and foreign exchange | (1,523,147 | ) | (17,919,514 | ) | (16,802,375 | ) | |||
| Interest and accretion | (2,588,673 | ) | (2,176,337 | ) | (1,554,858 | ) | |||
| Other Income (Notes 21, 24, 26) | - | 1,391,746 | 306,288 | ||||||
| (Loss) on disposal of equipment (Note 10) | (24,961 | ) | - | - | |||||
| Foreign exchange gain | 141,339 | 40,657 | 131,416 | ||||||
| Loss from operations for the year | (3,995,442 | ) | (18,663,448 | ) | (17,919,529 | ) | |||
| Other items | |||||||||
| Debt extinguishment costs (Note 14) | (1,390,187 | ) | - | - | |||||
| Series A convertible Preferred shares change in fair value (Note 16) | (497,149 | ) | - | - | |||||
| Write down of assets (Note 6) | - | - | (423,267 | ) | |||||
| Loss for the year before income tax | (5,882,778 | ) | (18,663,448 | ) | (18,342,796 | ) | |||
| Income tax | |||||||||
| Income tax recovery (Notes 14, 23) | 406,000 | - | - | ||||||
| Loss for the year | (5,476,778 | ) | (18,663,448 | ) | (18,342,796 | ) | |||
| Other comprehensive income | |||||||||
| Cumulative translation reserve | 73,342 | 151,553 | 29,547 | ||||||
| Total comprehensive loss for the year | $ | (5,403,436 | ) | $ | (18,511,895 | ) | $ | (18,313,249 | ) |
| Loss per common share, basic and diluted | $ | (1.57 | ) | $ | (6.77 | ) | $ | (7.35 | ) |
| Weighted average number of common shares outstanding, basic and diluted | 3,494,860 | 2,758,020 | 2,495,096 |
(The accompanying notes are an integral part of these consolidated financial statements)
GREENPOWER MOTOR COMPANY INC.
Consolidated Statements of Changes in Equity / (Deficit)
For the Years ended March 31, 2026, 2025 and 2024
| Share Capital | Accumulated other | ||||||||||||||||||||||||||
| Series B Convertible | |||||||||||||||||||||||||||
| (Expressed in US Dollars) | Common Shares | Preferred Shares | Equity Portion | comprehensive | Accumulated | ||||||||||||||||||||||
| Number | Amount | Number | Amount | of Debentures | Reserves | income (loss) | Deficit | Total | |||||||||||||||||||
| Balance, March 31, 2023 | 2,471,662 | $ | 75,528,238 | - | $ | - | $ | - | $ | 13,066,183 | $ | (141,443 | ) | $ | (60,790,972 | ) | $ | 27,662,006 | |||||||||
| Shares issued for cash | 18,882 | 520,892 | - | - | - | - | - | - | 520,892 | ||||||||||||||||||
| Share issuance costs | - | (14,904 | ) | - | - | - | - | - | - | (14,904 | ) | ||||||||||||||||
| Shares issued for exercise of options | 8,572 | 359,767 | - | - | - | (149,805 | ) | - | - | 209,962 | |||||||||||||||||
| Fair value of stock options forfeited | - | - | - | - | - | (112,848 | ) | - | 112,848 | - | |||||||||||||||||
| Share-based payments | - | - | - | - | - | 1,502,112 | - | - | 1,502,112 | ||||||||||||||||||
| Cumulative translation reserve | - | - | - | - | - | - | 29,547 | - | 29,547 | ||||||||||||||||||
| Net loss for the year | - | - | - | - | - | - | - | (18,342,796 | ) | (18,342,796 | ) | ||||||||||||||||
| Balance, March 31, 2024 | 2,499,116 | $ | 76,393,993 | - | $ | - | $ | - | $ | 14,305,642 | $ | (111,896 | ) | $ | (79,020,920 | ) | $ | 11,566,819 | |||||||||
| Shares issued in unit transaction | 450,000 | 4,967,645 | - | - | - | - | - | - | 4,967,645 | ||||||||||||||||||
| Share issuance costs | - | (823,376 | ) | - | - | - | - | - | - | (823,376 | ) | ||||||||||||||||
| Warrants issued in unit transaction | - | - | - | - | - | 358,205 | - | - | 358,205 | ||||||||||||||||||
| Warrant issuance costs | - | - | - | - | - | (60,832 | ) | - | - | (60,832 | ) | ||||||||||||||||
| Fair value of stock options forfeited | - | - | - | - | - | (260,861 | ) | - | 260,861 | - | |||||||||||||||||
| Share based payments | - | - | - | 897,468 | - | - | 897,468 | ||||||||||||||||||||
| Cumulative translation reserve | - | - | - | - | - | - | 151,553 | ` | 151,553 | ||||||||||||||||||
| Net loss for the period | - | - | - | - | - | - | - | (18,663,448 | ) | (18,663,448 | ) | ||||||||||||||||
| Balance, March 31, 2025 | 2,949,116 | $ | 80,538,262 | - | $ | - | $ | - | $ | 15,239,622 | $ | 39,657 | $ | (97,423,507 | ) | $ | (1,605,966 | ) | |||||||||
| Shares issued for cash | 98,803 | 455,098 | - | - | - | - | - | - | 455,098 | ||||||||||||||||||
| Share issuance costs | - | (113,388 | ) | - | - | - | - | - | - | (113,388 | ) | ||||||||||||||||
| Bonus shares issued to related parties | 1,073,792 | 1,125,000 | - | - | - | - | - | - | 1,125,000 | ||||||||||||||||||
| Preferred Shares converted to common shares | 907,558 | 624,000 | - | - | - | - | - | - | 624,000 | ||||||||||||||||||
| Related party loans converted into Pref B shares | - | - | 4,200 | 3,865,632 | - | - | - | - | 3,865,632 | ||||||||||||||||||
| Dividends on Pref B shares | - | - | - | 49,498 | - | - | - | (49,498 | ) | - | |||||||||||||||||
| Equity portion of debentures issued | - | - | - | - | 1,097,308 | - | - | - | 1,097,308 | ||||||||||||||||||
| Warrants issued | - | - | - | - | - | 1,225,000 | - | - | 1,225,000 | ||||||||||||||||||
| Investment write-down in Lion Truck Body Inc. | - | - | - | - | - | 87,127 | - | (87,127 | ) | - | |||||||||||||||||
| Share based payments | - | - | - | - | - | 279,546 | - | - | 279,546 | ||||||||||||||||||
| Cumulative translation reserve | - | - | - | - | - | - | 73,342 | - | 73,342 | ||||||||||||||||||
| Net loss for the period | - | - | - | - | - | - | - | (5,476,778 | ) | (5,476,778 | ) | ||||||||||||||||
| Net fractional shares as a result of share consolidation | 22 | - | - | - | - | - | - | - | - | ||||||||||||||||||
| Balance, March 31, 2026 | 5,029,291 | $ | 82,628,972 | 4,200 | $ | 3,915,130 | $ | 1,097,308 | $ | 16,831,295 | $ | 112,999 | $ | (103,036,910 | ) | $ | 1,548,794 | ||||||||||
(The accompanying notes are an integral part of these consolidated financial statements)
GREENPOWER MOTOR COMPANY INC.
Consolidated Statements of Cash Flows
For the Years Ended March 31, 2026, 2025 and 2024
(Expressed in US Dollars)
| March 31, | March 31, | March 31, | |||||||
| 2026 | 2025 | 2024 | |||||||
| Cash flows from (used in) operating activities | |||||||||
| Loss for the year | (5,476,778 | ) | (18,663,448 | ) | (18,342,796 | ) | |||
| Items not affecting cash | |||||||||
| Allowance (recovery) for credit losses | 10,528 | (12,277 | ) | 1,450,962 | |||||
| Depreciation | 1,445,129 | 1,662,113 | 1,854,728 | ||||||
| Debt extinguishment costs | 1,390,187 | - | - | ||||||
| Fair value adjustment to Pref A shares liability | 497,149 | - | - | ||||||
| Income tax recovery | (406,000 | ) | - | - | |||||
| Share-based payments | 279,546 | 897,468 | 1,502,112 | ||||||
| Change from lease adjustment | 51,802 | - | - | ||||||
| Loss on disposition of equipment | 24,961 | - | - | ||||||
| Accretion & accrued interest | 1,513,126 | 724,152 | 723,199 | ||||||
| Write-down of assets | - | - | 423,267 | ||||||
| Other (income) / expense | - | (1,391,746 | ) | (306,288 | ) | ||||
| Write down of inventory | 988,190 | - | 1,078,854 | ||||||
| Foreign exchange loss / (gain) | (141,339 | ) | (40,657 | ) | (131,416 | ) | |||
| Cash flow used in operating activities before changes in assets and liabilities | 176,501 | (16,824,395 | ) | (11,747,378 | ) | ||||
| Changes in working capital items: | |||||||||
| Accounts receivable | 199,443 | 2,302,426 | 6,255,091 | ||||||
| Inventory | 654,925 | 7,883,289 | 8,752,609 | ||||||
| Prepaids and deposits | 826,284 | (493,308 | ) | (419,778 | ) | ||||
| Finance lease receivables | 45,001 | 50,230 | 132,138 | ||||||
| Accounts payable and accrued liabilities | (302,613 | ) | 581,983 | (4,339,016 | ) | ||||
| Contingent liability | (176,606 | ) | 310,000 | - | |||||
| Deferred revenue | (7,562,306 | ) | 46,063 | (337,484 | ) | ||||
| Warranty liability | (44,970 | ) | 155,539 | 571,570 | |||||
| (6,184,341 | ) | (5,988,173 | ) | (1,132,248 | ) | ||||
| Cash flows from (used in) investing activities | |||||||||
| Restricted deposits | 11,950 | - | (400,000 | ) | |||||
| Purchase of property and equipment | - | (83,172 | ) | (361,533 | ) | ||||
| 11,950 | (83,172 | ) | (761,533 | ) | |||||
| Cash flows from (used in) financing activities | |||||||||
| (Repayment of) / loans from related parties | 6,563,037 | 1,377,292 | (449,400 | ) | |||||
| Proceeds from (repayment of) line of credit | (3,974,245 | ) | (1,479,634 | ) | 850,974 | ||||
| Proceeds from (repayment of) revolving term loan facility | (12,104 | ) | 1,323,457 | 2,235,375 | |||||
| Proceeds from term loan facility | 2,000,000 | - | - | ||||||
| Proceeds from promissory note | - | - | 30,111 | ||||||
| Payments on lease liabilities | (574,400 | ) | (553,918 | ) | (1,050,611 | ) | |||
| Adjustments to lease liabilities | (8,566 | ) | (8,567 | ) | (8,566 | ) | |||
| Proceeds from issuance of common shares and warrants | 455,095 | 5,325,850 | 520,892 | ||||||
| Proceeds from issuance of series A convertible preferred shares | 1,770,065 | - | - | ||||||
| Equity offering costs | (113,388 | ) | (884,208 | ) | (14,904 | ) | |||
| Proceeds from exercise of stock options | - | - | 209,962 | ||||||
| 6,105,494 | 5,100,272 | 2,323,833 | |||||||
| Foreign exchange on cash | 50,739 | 164,426 | 120,437 | ||||||
| Net increase (decrease) in cash | (16,158 | ) | (806,647 | ) | 550,489 | ||||
| Cash, beginning of year | 344,244 | 1,150,891 | 600,402 | ||||||
| Cash, end of year | $ | 328,086 | $ | 344,244 | $ | 1,150,891 |
(The accompanying notes are an integral part of these consolidated financial statements)
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
1. Nature and Continuance of Operations and Going Concern
GreenPower Motor Company Inc. ("GreenPower" or the "Company") was incorporated in the Province of British Columbia on September 18, 2007. The Company is a manufacturer and distributor of purpose-built, all-electric, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector.
The Company's corporate office is located at Suite 240-209 Carrall St., Vancouver, Canada and the Company maintains its primary operational facilities in southern California and a manufacturing facility in West Virginia.
On September 8, 2025 the Company completed a consolidation of its common shares on the basis of ten pre-consolidation common shares for one post-consolidation common share. All references to share and per share amounts in these consolidated financial statements have been retroactively restated to give effect to this share consolidation, unless otherwise stated. The Company's common shares trade on the Nasdaq stock exchange under the ticker "GP".
The consolidated financial statements were approved by the Board of Directors on July 7, 2026.
These consolidated financial statements have been prepared on the basis that the Company is a going concern, meaning that the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in hetnormal course of operations.
The Company's operations are dependent upon its ability to raise capital and generate cash flows. As at March 31, 2026, the Company had a cash balance of $328,086, working capital, defined as current assets less current liabilities, of $8,791,555, accumulated deficit of ($103,036,910), shareholders' equity of $1,548,794 and the Company recorded a loss of ($5,476,778) for the year ended March 31, 2026. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. The continuation of the Company as a going concern is dependent on future cash flows from operations including the successful sale and manufacture of electric buses to achieve a profitable level of operations and obtaining necessary financing to fund ongoing operations. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern. Management plans to address this material uncertainty by selling vehicles in inventory, collecting accounts receivable, accessing funds available from its operating line of credit and from time to time, by seeking potential new sources of financing.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
2. Material Accounting Policy Information
(a) Basis of presentation
Statement of Compliance with IFRS
These consolidated financial statements, including comparatives, have been prepared using accounting policies consistent with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB") (collectively "IFRS Accounting Standards"). These consolidated financial statements are presented on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss, in U.S. dollars. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting,except for cash flow information. The preparation of these consolidated financial statements in compliance with IFRS Accounting Standards requires management to make certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
(b) Basis of consolidation
These consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries:
| Name of | Country of | Ownership | Ownership | Principal |
| Subsidiary | Incorporation | 31-Mar-26 | 31-Mar-25 | Activity |
| GP GreenPower Industries Inc. | Canada | 100% | 100% | Holding company |
| GreenPower Motor Company, Inc. | United States | 100% | 100% | Electric bus manufacturing and distribution |
| 0939181 BC Ltd. | Canada | 100% | 100% | Electric bus sales and leasing |
| San Joaquin Valley Equipment Leasing, Inc. | United States | 100% | 100% | Electric bus leasing |
| 0999314 BC Ltd. | Canada | 100% | 100% | Inactive |
| Electric Vehicle Logistics Inc. | United States | 100% | 100% | Vehicle Transportation |
| GreenPower Manufacturing WV Inc. | United States | 100% | 100% | Electric bus manufacturing and distribution |
| GP Truck Body Inc. | United States | 100% | 100% | Truck body manufacturing |
| Gerui New Energy Vehicle (Nanjing) Co., Ltd. | China | 100% | 100% | Electric bus manufacturing and distribution |
| EA Green-Power Private Ltd. | India | 100% | 100% | Electric bus manufacturing and distribution |
All intercompany balances, transactions, revenues and expenses are eliminated upon consolidation. Certain information and note disclosures which are considered material to the understanding of the Company's consolidated financial statements are provided below.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
2. Material Accounting Policy Information (continued)
(c) Financial instruments
Classification
IFRS 9 requires a company to classify its financial instruments based on the way they are measured, into one of three categories: Amortized Cost, Fair Value Through Profit and Loss ("FVTPL"), and Fair Value through Other Comprehensive Income ("FVOCI"). In determining the appropriate category for financial assets, a company must consider whether it intends to hold the financial assets and collect the contractual cash flows or to collect the cash flows and sell financial assets (the "business model test") andwhether the contractual cash flows of an asset are solely payments of principal and interest (the "SPPI test").
All of the Company's financial instruments, initially recognized at fair value, are subsequently measured at amortized cost using the effective interest method.
Financial liabilities classified as FVTPL are measured at fair value with unrealized gains and losses recognized through the Consolidated Statements of Operations. The Company has a Series A preferred shares liability classified as FVTPL as at March 31, 2026. The Company did not have any liabilities classified as FVTPL as at March 31, 2025.
Certain debt instrument assets must be classified as FVOCI unless the option to FVTPL is taken and the FVOCI classification is an election for equity assets. The Company did not have any debt or equity assets classified as FVOCI as at March 31, 2026 and March 31, 2025.
Measurement
GreenPower initially measures its financial instruments at fair value and subsequently at amortized cost using the effective interest method. Transaction costs are included in the initial fair value measurement of the financial instruments, and the Company incorporates the expected credit loss in financial assets on a forward-looking basis.
Impairment
The Company assesses on a forward-looking basis the expected credit loss associated with financial assets measured at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables, which is recorded as an allowance for credit losses. Losses are recognized in profit or loss and reflected in an allowance account against receivables. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. Lifetime expected losses will be recognized on financial assets for which there is a significant increase in credit risk after initial recognition.
During the year ended March 31, 2026 the Company recognized an impairment of $nil on finance lease receivables (2025 - $nil, 2024 - $423,267).
(d) Cash and cash equivalents
Cash and cash equivalents usually consist of highly liquid investments which are readily convertible into cash with maturity of three months or less and are subject to an insignificant risk of change in value. As at March 31, 2026 and March 31, 2025 the Company had no cash equivalents.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
2. Material Accounting Policy Information (continued)
(e) Revenue recognition
The majority of the Company's contracts have a single performance obligation, which is the delivery of goods, including electric vehicles, vehicle parts, and completed truck bodies. The Company recognizes revenue from these contracts with customers when a customer obtains control of the goods or services, and the Company satisfies its performance obligation to customers in exchange for consideration the Company expects to receive, net of discounts and taxes. Revenue for these contracts is allocated to the single performance obligation, which is the transfer of the asset, including vehicles, vehicle parts, and completed truck bodies. Payment terms vary by customer, and the range of payment terms can vary between requiring complete payment up front, deposits, payment on receipt, or net terms of 30 days or longer in exceptional circumstances. The Company is a lessor under certain lease contracts involving GreenPower all-electric vehicles. The recognition of lease revenue is discussed in note 2. (p).
During the year ended March 31, 2026, the Company entered into a contract with the state of New Mexico, under which the Company received an upfront payment from the state and will receive monthly payments over a 24-month period, with payments totaling $5.35 million. Under the terms of the contract, Greenpower has performance obligations to both deliver goods and to provide services. Revenue from the delivery of goods will be recognized at the point in time that the goods are delivered, and the revenue from providing services will be recognized over the period of time that GreenPower provides the services.
When the period between the receipt of consideration and revenue recognition is greater than one year, the Company determines whether the financing component is significant to the contract. Where a contract is determined to have a significant financing component, the transaction price is adjusted to reflect the financing. The discount rate used in adjusting the promised amount of consideration is the rate that would be reflected in a separate financing transaction between the Company and the customer at contract inception.
(f) Warranty
GreenPower provides its customers with a warranty on its vehicles which typically have a term of five years. Management estimates the related provision for future warranty claims based on historical warranty claim information as well as recent trends that might suggest past cost information may differ from future claims. The warranty expense provision is booked as a percentage of revenue, which creates a Warranty liability from which actual disbursements are deducted as incurred.
(g) Impairment of long-lived assets
At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the Consolidated Statements of Operations for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
2. Material Accounting Policy Information (continued)
(h) Foreign currency translation
The consolidated entities and their respective functional currencies are as follows:
| Entity | Functional Currency |
| GreenPower Motor Company Inc. (parent) | U.S. Dollar |
| GP GreenPower Industries Inc. | Canadian Dollar |
| GreenPower Motor Company, Inc. | U.S. Dollar |
| 0939181 BC Ltd. | Canadian Dollar |
| San Joaquin Valley Equipment Leasing, Inc. | U.S. Dollar |
| 0999314 B.C. Ltd. | Canadian Dollar |
| Electric Vehicle Logistics Inc. | U.S. Dollar |
| GreenPower Manufacturing WV Inc. | U.S. Dollar |
| GP Truck Body Inc. | U.S. Dollar |
| EA GreenPower Private Ltd. | U.S. Dollar |
| Gerui New Energy Vehicle (Nanjing) Co. Ltd. | RMB |
Translation to functional currency
Foreign currency transactions are translated into the functional currency using exchange rates in effect at the date ofthe transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rate in effect at the measurement date. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the historical exchange rate or the exchange rate in effect at the measurement date for items recognized at FVTPL. Gains and losses arising from foreign exchange are included in the Consolidated Statements of Operations.
Translation to presentation currency
The results and financial position of those entities with a functional currency different from the presentation currency are translated into the presentation currency as follows:
- assets and liabilities are translated at the closing rate at the date of the Statements of Financial Position;
- income and expenses are translated at average exchange rates; and
- all resulting exchange differences are recognized in accumulated other comprehensive income/loss.
(i) Inventory
Vehicle inventory is recorded at the lower of average cost and net realizable value with cost determined by vehicle model in accordance with standard input costs which are reviewed and updated over time based on actual costs. Parts inventory is valued at the lower of cost and net realizable value, where cost is determined using First in First Out (FIFO) for parts inventory. WIP inventory is valued based on actual costs to bring the WIP to its current state of completion. The Company's inventory consists of work in process (including electric vehicles and truck bodies), parts, and finished goods. In determining net realizable value for new vehicles, the Company considers the cost, the average age of the vehicles, and recent sales of the same or similar models from inventory. For used vehicles, the Company considers the value of new inventory and compares this to the age and condition of used inventory, as well as sales (including leases) of same or similar used inventory, where available. When a vehicle in inventory is used for demonstration purposes it is transferred to property and equipment at the lesser of net book value and net realizable value.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
2. Material Accounting Policy Information (continued)
(j) Property, plant, and equipment
Property, plant and equipment ("PPE") are carried at cost, less accumulated depreciation and accumulated impairment losses. The cost of an item of PPE consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Depreciation is provided at rates calculated to write off the cost of PPE, less their estimated residual value, using the following rates/estimated lives and methods:
| Computers | 3 years, straight line method |
| Furniture | 7 years, straight line method |
| Automobiles | 5-10 years, straight line method |
| Demonstration Electric Vehicles | 5-12 years, straight line method |
| Tools and equipment | 3 years, straight line method |
| Leasehold improvements | Straight line over the lesser of the term of the lease or economic life |
(k) Loss per share
The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti- dilutive. GreenPower's loss per common share, excludes stock options (Note 16) from the calculation of diluted EPS for each period, as their effect would be anti-dilutive.
(l) Share capital
Common shares are classified as equity. Finder's fees and other related share issue costs, such as legal, regulatory, and printing, on the issue of the Company's shares are charged directly to share capital, net of any tax effects.
(m) Share-based payment transactions
The Company grants share-based awards to certain officers, employees, directors and other eligible persons. The fair value of the equity-settled awards is determined at the date of the grant. The movement in cumulative expense is recognized in the Consolidated Statements of Operations, with a corresponding entry against the related equity settled share-based payments reserve account over the vesting period. No expense is recognized for awards that do not ultimately vest. If the awards expire unexercised, the related amount remains in share-option reserve.
(n) Government grants and vouchers
Government vouchers are recognized in revenue when there is reasonable assurance that the voucher will be received and the Company will comply with all required conditions. Those vouchers without specified future performance conditions are recognized in income when the voucher proceeds are receivable. A grant that imposes specified future performance conditions is recognized in income when those conditions are met.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
2. Material Accounting Policy Information (continued)
(o) Provisions and contingent liabilities
Provisions are recognized when present obligations as a result of a past event will probably lead to an outflow of economic resources from the Company and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Provisions are discounted when the time value of money is significant.
(p) Leases Definition of a lease
At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company has elected to apply the practical expedient to account for leases for which the lease term ends within 12 months of the date of initial application and leases of low value assets as short-term leases. The lease payments associated with these leases are recognized as expenses on a straight-line basis over the lease term.
As a lessee
The Company recognizes a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost, based on the initial amount of the lease liability. The assets are depreciated to the earlier of the end of the useful life of the right of use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, at the Company's incremental borrowing rate.
As a lessor
When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease.
Amounts due from lessees under finance leases are recorded as finance lease receivables at the amount of the Company's net investment in the leases. Finance lease income is recognized as revenue by allocating the lease income to accounting periods so as to reflect a constant periodic rate of return on the Company's net investment in the lease. The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term, included in Revenue in the consolidated statements of operations and comprehensive loss.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
2. Material Accounting Policy Information (continued)
(q) Adoption of accounting standards
Certain new accounting standards have been published by the IASB that are effective for annual reporting periods beginning on or after January 1, 2025. These changes were reviewed by management and did not cause a significant or material change to the Company's financial statements.
(r) Future accounting pronouncements
Certain new accounting standards have been published by the IASB that are not mandatory for the March 31, 2026 reporting period, as summarized in the following table:
| Mandatorily effective for periods beginning on or after January 1, 2026 | Mandatorily effective for periods beginning on or after January 1, 2027 |
| IFRS 7 and IFRS 9 - Amendments to the Classification and measurement of Financial Instruments (effective Jan 1, 2026) | IFRS 18 - Presentation and Disclosure in Financial Statements (effective Jan 1, 2027) |
| IFRS 1, IFRS 7, IFRS 9, IFRS 10, IAS 7 - Annual improvements to IFRS accounting standards (effective Jan 1, 2026) | IFRS 19 - Subsidiaries without Public Disclosures (effective Jan 1, 2027) |
| IFRS 7 and IFRS 9 - Contracts referencing nature-dependent electricity (effective Jan 1, 2026) | IAS 21 The Effects of Changes in Foreign Exchange Rates (Future developments in chapter 2.10) (effective Jan 1, 2027) |
The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective. The Company has not early adopted any of these standards and is currently evaluating the impact, if any, that these standards might have on its consolidated financial statements.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
3. Critical accounting estimates and judgements
The preparation of these consolidated financial statements requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to critical accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstance.
Critical accounting judgements
i. The determination of the functional currency of the Company and of each entity within the consolidated Company (Note 2. h.).
ii. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern (Note 1).
iii. The determination that a portion of loans payable and convertible debentures issued to related parties outstanding as at March 31, 2026 is a non-current liability (Note14).
iv. The determination that the convertible debentures have both an equity and a debt component (Note 14).
v. The determination that the Series A convertible preferred shares are recorded as a liability due to features that are outside of the Company's control that may require repayment of the Series A preferred shares (Note 16).
Critical accounting estimates and assumptions
a. The determination of the discount rates used to discount finance lease receivables (Note 6) and lease liabilities (Note 8).
b. The estimated accrual rate for the warranty provision on the sale of all-electric vehicles (Note 22).
c. The classification of leases as either financial leases or operating leases (Note 6, Note 2 p.).
d. The determination of an allowance for doubtful accounts on the Company's trade receivables (Note 5).
e. The estimate of the useful life of equipment (Note 2.j, Note 10).
f. The estimate of the net realizable value of inventory (Note 7).
g. Estimates underlying the recognition of proceeds from government vouchers and grants (Note 2. n.).
h. Estimates underlying the determination of the carrying value of the West Virginia lease liability and right of use asset (Note 8).
i. Estimates underlying the calculation of deferred income tax assets and deferred income tax recovery (Note 23).
j. The determination of overheads to be allocated to inventory and charged to cost of sales (Note 7).
k. The determination of the valuation of warrants, to be recognized in earnings over the term of the warrant (Note 15).
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
4. Cash
As at March 31, 2026 the Company has a cash balance of $328,086 (2025 - $344,244). Both of these amounts were on deposit at major financial institutions in the United States and Canada. The Company has no cash equivalents as at March 31, 2026 or at March 31, 2025.
5. Accounts Receivable
The Company has evaluated the carrying value of accounts receivable as at March 31, 2026 and 2025 in accordance with IFRS 9. During the year ended March 31, 2026 the Company recognized an allowance / (recovery) for doubtful accounts, net of payments collected, of $10,528 (2025 - ($12,277)). As at March 31, 2026 the Company had an accounts receivable net of allowances balance of $331,822 (2025 - $541,793). 1 customer (2025 - 2 customers) represented more than 10% of this balance, and these customers in aggregate represented 72% (2025 - 53%) of the balance.
| March 31, 2026 | March 31, 2025 | |||||
| Allowance for doubtful accounts, beginning of year | $ | 563,152 | $ | 1,459,243 | ||
| plus: new allowance recognized | 15,209 | 261,686 | ||||
| less: AFDA written off as uncollectible | (316,892 | ) | (883,814 | ) | ||
| less: allowance collected | (4,681 | ) | (273,963 | ) | ||
| Allowance for doubtful accounts, end of year | $ | 256,788 | $ | 563,152 |
6. Finance Lease Receivables
GreenPower's wholly owned subsidiaries San Joaquin Valley Equipment Leasing Inc. ("SJVEL") and 0939181 BC Ltd. lease vehicles to several customers, and as at March 31, 2026 the Company had a total of 3 (2025 - 3) vehicles on lease that were determined to be finance leases, and the Company had a total of nil (2025 - 3) vehicles on lease that were determined to be operating leases.
During the year ended March 31, 2026, the Company did not repossess any vehicles. During the year ended March 31, 2025, GreenPower repossessed 6 vehicles due to non-payment under the leases, and GreenPower cancelled the leases for these vehicles. For the year ended March 31, 2026, selling profit on finance leases was $nil (2025 - $68,296, 2024 - $ 53,924).
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
6. Finance lease receivables (continued)
The following table illustrates Finance Lease Receivables as at March 31, 2026 and as at March 31, 2025:
| March 31, 2026 | March 31, 2025 | |||||
| Finance lease receivable, beginning of year | $ | 136,928 | $ | 1,158,384 | ||
| Investment derecognized | - | (971,226 | ) | |||
| Lease payments received | (53,283 | ) | (53,764 | ) | ||
| Interest income recognized+ | 8,282 | 3,534 | ||||
| Finance lease receivable, end of year | $ | 91,927 | $ | 136,928 | ||
| Current portion of Finance Lease Receivable | $ | 57,982 | $ | 45,473 | ||
| Long Term Portion of Finance Lease Receivable | $ | 33,945 | $ | 91,455 |
Payments to be received on Finance Lease Receivables (undiscounted):
| March 31, 2026 | |||
| Year 1 | $ | 57,982 | |
| Year 2 | $ | 37,200 | |
| Year 3 | $ | 27,902 | |
| less: amount representing interest income | $ | (31,157 | ) |
| Finance Lease Receivable | $ | 91,927 | |
| Current Portion of Finance Lease Receivable | $ | 57,982 | |
| Long Term Portion of Finance Lease Receivable | $ | 33,945 |
During the year ended March 31, 2025, the Company repossessed 5 EV 250s under finance leases and one EV 350 on an operating lease due to the lessee's default under the leases. The carrying value of finance lease receivables for the 5 EV 250's that were repossessed during the year ended March 31, 2025 was $971,226, and this finance lease receivable was de-recognized and the vehicles were recorded in inventory. The carrying value of the EV 350 was $200,938 and was included in property, plant and equipment. During the year ended March 31, 2026 the Company recognized an impairment of $nil on finance lease receivables (2025 - $nil, 2024 - $423,267).
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
7. Inventory
The following is a listing of inventory as at March 31, 2026 and 2025:
| March 31, 2026 | March 31, 2025 | |||||
| Parts | $ | 3,951,819 | $ | 4,208,596 | ||
| Work in Process | 11,195,408 | 11,282,556 | ||||
| Finished Goods | 8,678,152 | 10,110,736 | ||||
| Total | $ | 23,825,379 | $ | 25,601,888 |
During the year ended March 31, 2026, management wrote down the value of inventory by $988,190 (2025 - $530,675; 2024 - $1,078,854), and this amount is included in Cost of Sales. During the year ended March 31, 2026, $4,870,926 of inventory was included in Cost of Sales (2025 - $15,760,151, 2024 - $31,179,514).
8. Right of Use Assets and Lease Liabilities
The Company has recorded Right of Use Assets ("RoU Assets") and Lease Liabilities in its consolidated statement of financial position related to properties for which the Company has entered into lease agreements that expire in more than one year at the inception of the leases. Rental payments on the Right of Use Assets are discounted using 8% and 12% rates of interest and capitalized on the Consolidated Statement of Financial Position as Lease Liabilities. The value of the Right of Use Assets is determined at lease inception and includes the capitalized lease liabilities, incorporate upfront costs incurred and incentives received, and the value is depreciated over the term of the lease. For the year ended March 31, 2026 the Company incurred interest expense of $577,531 (2025 - $531,987; 2024 - $377,026) on the Lease Liabilities, recognized depreciation expense of $874,660 (2025 - $730,803; 2024 - $785,306) on the Right of Use Assets and incurred total rental payments of $1,212,682 (2025 - $957,685; 2024 - $1,050,611).
During the year ended March 31, 2025, GreenPower entered into a lease for a 72,056 square foot property in Riverside, CA where it consolidated its California operations. The lease commenced on January 1, 2025, has termination date of December 31, 2029, and monthly lease payments of $50,439 commencing on May 1, 2025, with annual increases to the monthly lease rate effective January of each year between 2026 and 2029 such that lease rates over the term will range from $50,439 to $56,204. Using an incremental borrowing rate (IBR) of 8%, it resulted in an addition of $2.5 million to RoU assets during the year ended March 31, 2025.
Green Power entered into a contract of lease-purchase with the South Charleston Development Authority (the "lessor") for a property located in South Charleston, West Virginia during the year ended March 31, 2023 which are included in the Company's right of use assets and lease liabilities as at March 31, 2026 and March 31, 2025. Under the terms of the lease the Company is eligible for, and the Lessor has agreed to, a reduction in lease payments of $578,500 based on the Company's employees as at December 31, 2024. GreenPower had suspended monthly lease payments to account for the $578,500 reduction, however, on May 22, 2025 GreenPower received a default notice from the lessor. The lessor's interpretation of the lease is that the $578,500 reduction in lease payments is applied at the end of the lease, and GreenPower is in negotiations with the lessor in regards to this interpretation. The reduction in lease payments has been recognized, and resulted in a reduction of the lease liability of $229,012, and is considered a government grant under IAS 20 and has been presented as a net reduction in RoU assets. Title to the property will be transferred to GreenPower once the sum of total lease payments plus the amount of the forgiveness reaches $6.7 million.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
8. Right of Use Assets and Lease Liabilities (continued)
The following table summarizes remaining payments on GreenPower's Lease Liabilities (undiscounted) as at March 31, 2026:
| 31-Mar-26 | |||
| 1 year | $ | 1,318,698 | |
| thereafter | $ | 6,132,207 | |
| less amount representing interest expense | $ | (1,898,642 | ) |
| Lease liability | $ | 5,552,263 | |
| Current Portion of Lease Liabilities | $ | 811,034 | |
| Long Term Portion of Lease Liabilities | $ | 4,741,229 |
Payments on leases that were classified as short-term leases for the year ended March 31, 2026 totaled $112,325 (2025 - $288,303, 2024 - $91,312). Payments on short term leases are recognized in office expense, and remaining payments on short term leases as at March 31, 2026 total $3,083.
The following table summarizes changes in Right of Use Assets during the years ended March 31, 2026 and March 31, 2025:
| March 31, 2026 | March 31, 2025 | |||||
| Right of Use Assets, beginning of year | $ | 5,479,555 | $ | 4,124,563 | ||
| Depreciation | (874,660 | ) | (730,803 | ) | ||
| Additions to RoU Assets | - | 2,506,822 | ||||
| Removal of RoU assets | - | (25,000 | ) | |||
| Change from lease modification | - | (167,015 | ) | |||
| Change from lease adjustment | (35,559 | ) | (229,012 | ) | ||
| Right of Use Assets, end of year | $ | 4,569,336 | $ | 5,479,555 |
9. Restricted deposit
On June 23, 2023 the Company agreed to pledge a $400,000 term deposit as security for an irrevocable standby letter of credit issued by a commercial bank to an insurance company that is providing the Company with a surety bond to support the Company's importation of goods to the United States. The term deposit has a term of one year, is scheduled to automatically renew for successive one-year terms, and currently earns interest at a fixed rate of 2.5%. The surety bond was issued on June 28, 2023, has a term of one year and is automatically renewable for successive one-year terms unless cancelled by the bank with 45 days' notice or cancelled by the surety bond provider.
On April 25, 2025, the standby letter of credit was amended to increase the standby letter of credit by $50,000, from $400,000 to $450,000. The lender on the Company's line of credit has reserved $50,000 from the line of credit as collateral for the amended standby letter of credit (Note 11).
Subsequent to the end of the year, on April 8, 2026 the term deposit held by the Company matured and was redeemed, including accrued interest. The restricted deposit was therefore classified as a short-term asset as at March 31, 2026.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
10. Property and Equipment
The following is a summary of activities for the years ended March 31, 2026, and March 31, 2025:
| Demonstration | Tools and | Leasehold | |||||||||||||||||||
| Cost | Computers | Furniture | Automobiles | Electric Vehicles | Equipment | Improvements | Total | ||||||||||||||
| Balance, March 31, 2024 | $ | 242,854 | $ | 100,811 | $ | 589,420 | $ | 3,601,733 | $ | 1,711,932 | $ | 190,937 | $ | 6,437,687 | |||||||
| Transfers from / (to) inventory | - | - | - | (593,320 | ) | - | - | (593,320 | ) | ||||||||||||
| Additions | 7,280 | - | - | - | 72,892 | 3,000 | 83,172 | ||||||||||||||
| Balance, March 31, 2025 | $ | 250,134 | $ | 100,811 | $ | 589,420 | $ | 3,008,413 | $ | 1,784,824 | $ | 193,937 | $ | 5,927,539 | |||||||
| Transfers from / (to) inventory | - | - | - | - | - | - | - | ||||||||||||||
| Additions | - | - | - | - | - | - | - | ||||||||||||||
| Less: disposals at cost | - | - | - | (450,944 | ) | - | - | (450,944 | ) | ||||||||||||
| Balance, March 31, 2026 | $ | 250,134 | $ | 100,811 | $ | 589,420 | $ | 2,557,469 | $ | 1,784,824 | $ | 193,937 | $ | 5,476,595 | |||||||
| Depreciation | |||||||||||||||||||||
| Balance, March 31, 2024 | $ | 204,747 | $ | 59,255 | $ | 221,242 | $ | 1,798,886 | $ | 1,269,923 | $ | 120,109 | $ | 3,674,162 | |||||||
| Depreciation | 18,470 | 10,930 | 72,197 | 442,708 | 357,360 | 29,644 | 931,309 | ||||||||||||||
| Foreign exchange translation | - | - | - | 11,487 | - | - | 11,487 | ||||||||||||||
| Balance, March 31, 2025 | $ | 223,217 | $ | 70,185 | $ | 293,439 | $ | 2,253,081 | $ | 1,627,283 | $ | 149,753 | $ | 4,616,958 | |||||||
| Depreciation | 23,302 | 7,436 | 123,526 | 312,595 | 67,150 | 36,459 | 570,468 | ||||||||||||||
| Accumulated depreciation removed on disposal | - | - | - | (425,982 | ) | - | - | (425,982 | ) | ||||||||||||
| Foreign exchange translation | - | - | - | (3,406 | ) | - | - | (3,406 | ) | ||||||||||||
| Balance, March 31, 2026 | $ | 246,519 | $ | 77,621 | $ | 416,965 | $ | 2,136,288 | $ | 1,694,433 | $ | 186,212 | $ | 4,758,038 | |||||||
| Carrying amounts | |||||||||||||||||||||
| As at, March 31, 2025 | $ | 26,917 | $ | 30,626 | $ | 295,981 | $ | 755,332 | $ | 157,541 | $ | 44,184 | $ | 1,310,581 | |||||||
| As at, March 31, 2026 | $ | 3,615 | $ | 23,190 | $ | 172,455 | $ | 421,181 | $ | 90,391 | $ | 7,725 | $ | 718,557 |
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
10. Property and Equipment (continued)
During the year ended March 31, 2026, the Company scrapped two vehicles comprised of one EV 550 and one EV 350. The remaining net book value of these two vehicles of $24,961 was recognized as a loss on disposal of equipment. During the year ended March 31, 2025, the Company transferred three vehicles with a carrying value of $593,320 from Property and Equipment to Finished Goods Inventory, comprised of one BEAST, one EV Star and one EV 350, as the company intends to sell the vehicles.
During the year ended March 31, 2024, the Company transferred vehicles from inventory with a carrying value of $874,278 to Property and Equipment. The transferred vehicles are comprised of four EV Stars, one Nano BEAST, one BEAST and one EV 550.
11. Line of Credit
On January 8, 2026, the Company repaid a line of credit at the BMO Bank of Montreal, which had a credit limit of up to $6 million, and on January 12, 2026, the Company entered into a revolving demand line of credit facility for up to $3 million, as well as a $2 million term loan, both with CIBC (Note 13). The revolving demand line of credit facility with CIBC bears interest at CIBC's US base rate (March 31, 2026 - 7.25%) plus 1.35%, and the line of credit with the BMO Bank of Montreal was bearing interest at BMO's US Base Rate (March 31, 2025 - 8.0%) plus a margin of 5.25% prior to closing the line of credit in January 2026, which increased from a margin of 2.25% as at March 31, 2025.
On January 6, 2026 the Company closed two term loans of $2.5 million each, for $5 million in total, from two family offices that are Related Parties (Note 21). The proceeds from the $5 million loans were used to repay the line of credit with BMO Bank of Montreal. As a bonus for entering into the loans, one of the family offices received 3,205,128 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $0.78 per share, with a fair value of $500,000. The second family office received, as a bonus for entering into the loan, 641,025 common shares of the Company with a fair value of $500,000.
As a condition to closing the $3 million line of credit, as well as the $2 million term loan, both with CIBC, GreenPower repaid the Bank of Montreal line of credit with proceeds from the $5 million term loans from two family offices and the remainder from a portion of the $2 million term loan with CIBC (Note 13). Two directors of the Company provided joint and several guarantees of up to $5 million in support of the CIBC credit facilities (the "Guarantees"). As a bonus for providing the Guarantees one of the directors received 2,016,129 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $1.24 per share. The second director received, as a bonus for providing the Guarantees, 403,225 common shares of the Company (Note 13, Note 21). The value of the common shares and warrants granted to the directors for providing the Guarantees was determined to be $1 million, and this value has been allocated to the outstanding line of credit and term loan on a pro-rata basis, and this value will be accreted to earnings over a 3-year term. The CIBC line of credit balance, net of the warrant value applied to the line of credit as at March 31, 2026, was determined to be $1,452,615. The outstanding balance on the line of credit with BMO Bank of Montreal as at March 31, 2025 was $5,983,572.
The Line of Credit and the term loan facility with CIBC (Note 13) are secured by a first and second ranking security interest over property of the Company and certain subsidiaries, and three of the Company's subsidiaries have also provided corporate guarantees. The Line of Credit and the term loan with CIBC contain customary business covenants such as maintenance of security, maintenance of corporate existence, and other covenants typical for corporate lending facilities.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
11. Line of credit (continued)
The CIBC line of credit and term loan have a financial covenant to maintain a current ratio, defined as current assets over current liabilities, of greater than 1.25:1, for which the Company is in compliance as at March 31, 2026. The Company was also in compliance with the same covenant on the BMO line of credit as at March 31, 2025. Commencing in the quarter ended March 31, 2026, the Company will be subject to a modified quarterly debt service ratio covenant of 1.10x or greater for both the CIBC line of credit and term loan (Note 13). The Company is in compliance with the quarterly debt service ratio as at March 31, 2026.
The following table summarizes changes to the line of credit balance from cash and non-cash components for the years ended March 31, 2026 and March 31, 2025:
| March 31, 2026 | March 31, 2025 | |||||
| Line of credit, beginning of year | $ | 5,983,572 | $ | 7,463,206 | ||
| Cash payments | (3,974,245 | ) | (1,479,634 | ) | ||
| Non cash bonus warrant and share value | (600,000 | ) | - | |||
| Accretion on bonus warrant and share value | 43,288 | - | ||||
| Line of credit, end of year | $ | 1,452,615 | $ | 5,983,572 |
12. Revolving term loan facility
During February 2024, the Company entered into a $5,000,000 revolving loan facility (the "Loan") with Export Development Canada ("EDC"). The Loan is used to finance working capital investments to deliver all-electric vehicles to customers under purchase orders approved by EDC. The Loan allows advances over a 24-month period, has a term of 36 months, and bears interest at a floating rate of US Prime + 5% per annum. The Company has granted EDC a first and second ranking security interest over property of the Company and certain subsidiaries, and the Company and certain subsidiaries have provided Guarantees to EDC. The Company and Countryman Investments Ltd., a company beneficially owned by a director, as well as FWP Holdings LLC, Koko Financial Services Ltd., 0851433 B.C. Ltd., and FWP Acquisition Corp., companies beneficially owned by the Chairman and CEO of the Company, entered into postponement and subordination agreements with EDC under which the parties agreed that the loans from these companies would be subordinate to the lender's security interests and that no payment will be made on these loans before the full repayment of the term loan facility (Note 21).
The EDC term loan facility has two financial covenants. The first covenant is reported quarterly, and is to maintain a current ratio, defined as current assets over current liabilities, of greater than 1.25 to 1.0. The Company is in compliance with this covenant as at March 31, 2026 and March 31, 2025. The second covenant commences at the 2026 fiscal year end, will be reported quarterly, and is to maintain a debt service coverage ratio of 1.25 to 1.0. The debt service coverage ratio is defined as earnings before interest, taxes, depreciation and amortization ("EBITDA") for the trailing four quarters, divided by the sum of debt payments, capital lease payments, and interest expense, each for the trailing four quarters. As at March 31, 2026 the balance outstanding on the term loan facility, including fees and accrued interest, was $3,591,924 (March 31, 2025 - $3,591,354). The Company is not in compliance with the minimum debt service coverage ratio as at the 2026 fiscal year end as the Company has not generated sufficient positive EBITDA in the trailing four quarters ended March 31, 2026 to meet the minimum DSCR coverage ratio.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
13. Term loan facility
On January 12, 2026 the Company entered into a $2 million term loan facility as well as a revolving demand line of credit facility for up to $3 million, both with CIBC (Note 11). The term loan facility bears interest at CIBC's US Base rate (March 31, 2026 - 7.25%) plus 1.35% and has a term of 36 months. Monthly payments on the term loan facility are interest only for the first 12 months, after which the Company will make monthly payments of principal and interest until the loan maturity. The $2 million term loan facility as well as the revolving demand line of credit facility for up to $3 million, both with CIBC, are secured with personal guarantees from two directors of the Company, as well as corporate guarantees, and are secured by a first and second ranking security interest over property of the Company and certain subsidiaries, and three of the Company's subsidiaries (Note 11). On January 12, 2026, as a bonus for providing the Guarantees one of the directors received share purchase warrants with a fair value of $500,000, and the second director received common shares of the Company with a fair value of $500,000 (Note 11, Note 21). The fair value of the common shares and warrants granted to the directors for providing the Guarantees has been allocated to the outstanding term loan and line of credit on a pro-rata basis, and this value will be accreted to earnings over a 3-year term. The CIBC term loan and line of credit are subject to two financial covenants: to maintain a current ratio of greater than 1.25:1, and to maintain a debt service coverage ratio of greater than 1.1x (Note 11). The Company is in compliance with both of the financial covenants as at March 31, 2026. The CIBC term loan balance, net of the bonus warrants and bonus shares value applied to the term loan, as at March 31, 2026, was determined to be $1,628,858.
14. Convertible Debentures
On January 22, 2026 the Company approved the conversion of accrued interest and principal from existing related party loans, totaling $7 million, into convertible debentures. The convertible debentures have a maturity date of January 22, 2029, bear interest at 12% per annum, and are convertible into common shares of the Company at the option of the investor at $0.99 per share, which was the closing price of the common shares on January 22, 2026. $3,459,000 of principal of the convertible debentures are with Countryman Investments Ltd. ("Countryman"), a company beneficially owned by a director, $3,432,945 are with FWP Acquisition Corp. ("FWP Acquisition"), and $108,045 are with Koko Financial Services Inc. ("Koko), both of which companies are beneficially owned by the Chairman and CEO of the Company. Pursuant to the terms of the postponement and subordination agreements entered into with EDC, the lender on the revolving term loan facility, payments cannot be made on the convertible debentures while the revolving term loan with EDC is outstanding (Note 13). On January 6, 2026 the Company closed two loans for a total of $5 million with FWP Acquisition Corp. and Countryman Investments Ltd., the proceeds from which, along with other loans, were converted into the convertible debentures. As a bonus for entering into the loans, on January 6, 2026 one of the lenders received 3,205,128 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $0.78 per share, with a fair value of $500,000. The second lender received, as a bonus for entering into the loan, 641,025 common shares of the Company with a fair value of $500,000. The value of the common shares and warrants granted to the lenders for providing the loans was determined to be $1 million, and this value was allocated to the related party loans issued on January 6, 2026 (Note 11, Note 21). The conversion of these related party loans to convertible debentures on January 22, 2026 was considered a debt extinguishment, and accordingly the bonus share and bonus warrant value attributed to the January 6, 2026 loans was recognized in earnings. In addition, the lenders had received bonus shares and bonus warrants on the additional related party loans that were converted into convertible debentures on January 22, 2026, and the remaining unamortized value of these bonus warrants and bonus shares has also been recognized in earnings. The convertible debenture liability balance, including accretion and accrued interest of $227,407 as at March 31, 2026, was determined to be $5,654,279. The remaining value of the convertible debentures is recognized as equity and will be accreted to earnings over the term of the convertible debentures.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
15. Warrants
The Company had the following warrants outstanding as at March 31, 2026 and March 31, 2025:
| Exercise | Balance | Forfeited | Balance | ||||||||||||||
| Issue date | Expiry date | price (US$) | 31-Mar-25 | Issued | Exercised | or expired | 31-Mar-26 | ||||||||||
| May 9, 2024 | May 9, 2027 | 18.20 | 157,500 | - | - | - | 157,500 | ||||||||||
| Oct 30, 2024 | Oct 30, 2027 | 12.50 | 15,000 | - | - | - | 15,000 | ||||||||||
| May 14, 2025 | May 14, 2027 | 4.60 | - | 108,696 | - | - | 108,696 | ||||||||||
| May 28, 2025 | May 28, 2027 | 4.40 | - | 56,819 | - | - | 56,819 | ||||||||||
| June 6, 2025 | June 6, 2027 | 4.40 | - | 34,091 | - | - | 34,091 | ||||||||||
| June 27, 2025 | June 27, 2027 | 3.80 | - | 26,316 | - | - | 26,316 | ||||||||||
| July 4, 2025 | July 4, 2027 | 4.10 | - | 30,488 | - | - | 30,488 | ||||||||||
| January 6, 2026 | January 6, 2029 | 0.78 | - | 3,205,128 | - | - | 3,205,128 | ||||||||||
| January 12, 2026 | January 12, 2029 | 1.24 | - | 2,016,129 | - | - | 2,016,129 | ||||||||||
| Total | 172,500 | 5,477,667 | - | - | 5,650,167 |
During the year ended March 31, 2026, the Company granted 5,477,667 warrants to companies that are beneficially owned by directors and an officer of the Company, as follows:
• On May 14, 2025 the Company granted 54,348 warrants convertible into common shares at $4.60 per share to FWP Acquisition, a company beneficially owned by the CEO and director of the Company;
• Between May 14, 2025 and January 12, 2026, the Company granted 5,423,319 warrants convertible into common shares at prices ranging from $0.78 per share to $4.60 per share to Countryman, a company beneficially owned by a director of the Company.
The following weighted average assumptions were used in the valuation of warrants granted during the years ended March 31, 2026 and March 31, 2025:
| For the year ended | March 31, 2026 | March 31, 2025 | ||||
| Share price on grant date | $ | 1.12 | $ | 17.49 | ||
| Exercise price | $ | 1.12 | $ | 17.70 | ||
| Risk-free interest rate | 3.56% | 3.87% | ||||
| Expected life of warrants | 2.95 years | 3 years | ||||
| Annualized volatility | 97.3% | 85.4% | ||||
| Forfeiture rate | Nil | Nil | ||||
| Dividend rate | N/A | N/A |
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
16. Share Capital
Authorized
The authorized share capital of GreenPower Motor Company Inc. consists of:
• an unlimited number of voting common shares;
• an unlimited number of Series A convertible preferred shares, which have a dividend rate of 9%, are non-voting and are convertible into common shares of the Company;
• an unlimited number of Series B convertible preferred shares, which have a dividend rate of 9% are non-voting and are convertible into common shares of the Company.
Issued Share Capital
As at March 31, 2026, the Company had the following issued common shares and preferred shares outstanding:
• 5,029,291 common shares
• 1,351 Series A convertible preferred shares, with a stated value of $1,351,000, and recorded as a preferred share liability of $1,643,214, including accrued dividends of $21,270;
• 4,200 Series B convertible preferred shares, with a stated value of $4,200,000, and recorded as $3,915,130 in share capital, including accrued dividends of $49,498.
Common Shares
On September 8, 2025 the Company completed a consolidation of its common shares on the basis of ten pre-consolidation common shares for one post-consolidation common share. All references to share and per share amounts in these consolidated financial statements have been retroactively restated to give effect to this share consolidation, unless otherwise stated.
During the year ended March 31, 2026, the Company issued a total of 2,080,153 common shares, comprised of the following:
• A total of 907,558 common shares were issued pursuant to the conversion of 754 Series A convertible preferred shares;
• 1,073,792 common shares were issued to companies controlled by the CEO and director of the Company in exchange for providing loans to the Company totaling $4.25 million and for providing a personal guarantee to support the Company's operating line of credit and term loan with CIBC (Note 11, 13, 21);
• 98,803 common shares were issued through the 2025 ATM for gross proceeds of $455,095.
During the year ended March 31, 2025 the Company issued a total of 450,000 common shares:
• During October 2024, 300,000 common shares were issued in an underwritten offering of common shares for gross proceeds of $3,000,000 before deducting underwriting discounts and offering expenses of $483,434;
• During May 2024, 150,000 common shares were issued in an underwritten Unit offering (the "Unit Offering") comprised of 150,000 common shares and warrants to purchase 157,500 common shares for gross proceeds of $2,325,750 before deducting underwriting discounts and offering expenses of $400,774;
During the year ended March 31, 2024, the Company issued a total of 27,453 common shares, including 18,882 shares issued under the 2022 At the Market Offering (ATM), and 8,572 shares from the exercise of options.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
16. Share Capital (continued)
At the Market Offering
On March 7, 2025 the Company filed a prospectus supplement to its short form base shelf prospectus, pursuant to which the Company may, at its discretion and from time to time, sell common shares of the Company on the NASDAQ stock exchange for aggregate gross proceeds of up to US$850,000 (the "2025 ATM"). The Company did not sell any shares under the 2025 ATM during the year ended March 31, 2025. During the year ended March 31, 2026 the Company sold a total of 98,803 common shares under the 2025 ATM for gross proceeds of $455,095. The ATM program with Roth Capital Partners, LLC was cancelled on November 13, 2025.
In September 2022, the Company filed a prospectus supplement to its short form base shelf prospectus, which allowed the Company, at its discretion and from time to time, to sell common shares of the Company on the NASDAQ stock exchange for aggregate gross proceeds of up to US$20 million (the "2022 ATM"). The 2022 ATM expired in November 2023 due to the expiry of the then effective short form base shelf prospectus.
During the year ended March 31, 2024, the Company sold 18,882 common shares under the 2022 ATM for gross proceeds of $520,892 before transaction fees. The Company incurred approximately $14,904 in professional fees and other direct expenses in connection with the 2022 ATM, which was included in share issuance costs for the year ended March 31, 2024.
Series A Convertible Preferred Shares
On November 14, 2025 the Company filed a prospectus supplement to its short form base shelf prospectus under which it offered 754 Series A convertible preferred shares for gross proceeds of $716,300. Concurrent with this public offering, the Company completed a private placement of 425 Series A convertible preferred shares for gross proceeds of $403,750. Net proceeds from the public offering preferred shares and the private placement preferred shares, after taking into account commissions and other direct costs of the offering, was $951,409. The preferred shares have a dividend rate of 9.0%, a stated value of $1,000 per share and are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.975 or b) 95% of the lowest daily VWAP from the previous 5 trading days. On February 27, 2026 the Company completed a private placement of 926 Series A convertible preferred shares for gross proceeds of $879,700. Net proceeds from the private placement of preferred shares, after taking into account commissions and other direct costs of the offering, was $800,715. The Series A preferred shares issued on February 27, 2026 have a stated value of $1,000 per share and are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.4875 or b) 95% of the lowest daily VWAP from the previous 5 trading days. The net proceeds of the Series A preferred shares are recorded as a liability when issued, and the fair value of the liability is calculated at each reporting period with changes in the fair value recorded to the statement of operations and comprehensive loss. The Company recorded loss of $497,149 for the year ended March 31, 2026 related to changes in the fair value of the Series A convertible preferred shares, and recorded $21,270 in accrued dividends on the Series A shares in Other Income. A total of 754 Series A convertible preferred shares were converted into 907,558 common shares of the Company during the year ended March 31, 2026.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
16. Share Capital (continued)
Series B Convertible Preferred Shares
During the year ended March 31, 2026, the Company created a new series of Series B convertible preferred shares. A total of 4,200 Series B convertible preferred shares were issued to companies owned by the CEO and director of the Company pursuant to the conversion of $3,865,632 in related party loans issued by these same companies. The Series B convertible preferred shares have a stated value of $1,000 per share and are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.975 or b) 95% of the lowest closing share price from the previous 5 trading days. The Series B convertible preferred shares are recorded as equity on the consolidated statements of financial position of the Company as at March 31, 2026, and accrued dividends on Series B preferred shares to March 31, 2026 are $49,498.
17. Stock Options
The Company has two incentive stock option plans whereby it grants options to directors, officers, employees, and consultants of the Company, the 2023 Equity Incentive Plan (the "2023 Plan") which was adopted in order to grant awards to people in the United States, and the 2022 Equity Incentive Plan (the "2022 Plan").
2023 Plan
Effective February 21, 2023, GreenPower adopted the 2023 Plan which was approved by shareholders at our AGM on March 28, 2023 in order to grant stock options or non-stock option awards to people in the United States. Under the 2023 Plan GreenPower can issue stock options that are considered incentive stock options, which are stock options that qualify for certain favorable tax treatment under U.S. tax laws. Nonqualified stock options are stock options that are not incentive stock options. The aggregate fair market value on the date of grant of Shares with respect to which incentive stock options are exercisable for the first time by an optionee subject to tax in the United States during any calendar year must not exceed US$100,000, or such other limit as may be prescribed by the Internal Revenue Code. Non-stock option awards mean a right granted to an award recipient under the 2023 Plan, which may include the grant of stock appreciation rights, restricted awards or other equity-based awards. The aggregate number of Shares issuable under the 2023 Plan (and all of the Company's other Security-Based Compensation Arrangements) will not exceed 246,760. The 2023 plan received final approval on April 18, 2024.
2022 Plan
Effective April 19, 2022 GreenPower adopted the 2022 Equity Incentive Plan (the "2022 Plan"), which was further ratified and re-approved by shareholders at our AGM on March 27, 2026, and which replaced the 2019 Plan. Under the 2022 Plan the Company can grant equity-based incentive awards in the form of stock options ("Options"), restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs"). RSU's, DSU's and PSU's are collectively referred to as "Performance Based Awards". The 2022 Plan is a Rolling Plan for Options and a fixed-plan for Performance-Based Awards such that the aggregate number of Shares that: (i) may be issued upon the exercise or settlement of Options granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements), shall not exceed 10% of the Company's issued and outstanding Shares from time to time, and (ii) may be issued in respect of Performance-Based Awards granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements) shall not exceed 294,912. No performance-based awards have been issued as at March 31, 2026, March 31, 2025 or March 31, 2024. The 2022 Plan is considered an "evergreen" plan, since Options which have been exercised, cancelled, terminated, surrendered, forfeited or expired without being exercised shall be available for subsequent grants under the 2022 Plan and the number of awards available to grant increases as the number of issued and outstanding Shares increases.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
17. Stock Options (continued)
Stock Option Plans from Prior Periods
On May 14, 2019, the Company replaced the 2016 Plan with a Rolling Stock Option Plan (the "2019 Plan"). Under the terms of the 2019 Plan, the aggregate number of Options that can be granted under the 2019 Plan cannot exceed ten (10%) of the total number of issued and outstanding Shares, calculated on a non- diluted basis. The exercise price of options granted under the 2019 Plan may not be less than the minimum prevailing price permitted by the TSXV policies with a maximum term of 10 years. On March 9, 2016, the shareholders approved the previous stock option plan which initially allowed for the issuance of up to 149,154 shares and which was subsequently further increased to allow up to 212,299 shares to be issued under the plan (the "2016 Plan").
The Company had the following incentive stock options granted under the 2023 Plan and the 2022 Plan, that are issued and outstanding as at March 31, 2026:
| Exercise | Balance | Forfeited | Balance | ||||||||||||||||
| Expiry Date | Price | March 31, 2025 | Granted | Exercised | or Expired | March 31, 2026 | |||||||||||||
| July 3, 2025 | CDN | $ | 49.00 | 643 | - | - | (643 | ) | - | ||||||||||
| November 19, 2025 | US | $ | 200.00 | 30,000 | - | - | (30,000 | ) | - | ||||||||||
| December 4, 2025 | US | $ | 200.00 | 1,500 | - | - | (1,500 | ) | - | ||||||||||
| May 18, 2026 | CDN | $ | 196.20 | 3,245 | - | - | (370 | ) | 2,875 | ||||||||||
| December 10, 2026 | CDN | $ | 164.50 | 42,000 | - | - | (1,000 | ) | 41,000 | ||||||||||
| February 14, 2028 | CDN | $ | 38.00 | 50,250 | - | - | (6,875 | ) | 43,375 | ||||||||||
| March 27, 2029 | CDN | $ | 27.20 | 49,125 | - | - | (3,875 | ) | 45,250 | ||||||||||
| June 28, 2029 | CDN | $ | 14.00 | 2,000 | - | - | - | 2,000 | |||||||||||
| March 14, 2030 | CDN | $ | 7.80 | 79,500 | - | - | (9,875 | ) | 69,625 | ||||||||||
| Total outstanding | 258,263 | - | - | (54,138 | ) | 204,125 | |||||||||||||
| Total exercisable | 168,138 | 194,675 | |||||||||||||||||
| Weighted Average | |||||||||||||||||||
| Exercise Price (CDN$) | $ | 79.48 | $ | - | $ | - | $ | 173.15 | $ | 52.71 | |||||||||
| Weighted Average Remaining Life | 3.2 years | 2.6 years | |||||||||||||||||
As at March 31, 2026, there were 298,004 stock options available for issuance under the 2023 and 2022 plan and 502,929 performance-based awards available for issuance under the 2023 Plan and the 2022 Plan.
During the year ended March 31, 2026, no stock options were granted by the Company and none of the Company's stock options were exercised.
During the year ended March 31, 2026, 54,138 options were forfeited or expired. During the year ended March 31, 2026, previously recognized share-based compensation expense of $69,916 was reversed due to stock options that were forfeited or expired (2025 - $260,861). During the year ended March 31, 2026, the Company incurred share-based compensation expense with a measured fair value of $279,546 (2025 - $897,468; 2024 -$1,502,112). The fair value of the options granted and vested were recorded as share- based payments on the Consolidated Statements of Operations. Subsequent to the end of the reporting period, between April 1, 2026 and July 7, 2026, 4,825 stock options exercisable at a weighted average exercise price of CDN $146.15 expired or were forfeited.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
17. Stock Options (continued)
The Company had the following incentive stock options granted under the 2023 Plan, 2022 Plan, the 2019 Plan, and 2016 Plan that are issued and outstanding as at March 31, 2025:
| Exercise | Balance | Forfeited | Balance | ||||||||||||||||
| Expiry Date | Price | March 31, 2024 | Granted | Exercised | or Expired | March 31, 2025 | |||||||||||||
| January 30, 2025 | CDN | $ | 25.90 | 23,821 | - | - | (23,821 | ) | - | ||||||||||
| February 11, 2025 | CDN | $ | 83.20 | 5,000 | - | - | (5,000 | ) | - | ||||||||||
| July 3, 2025 | CDN | $ | 49.00 | 1,500 | - | - | (857 | ) | 643 | ||||||||||
| November 19, 2025 | US | $ | 200.00 | 30,000 | - | - | - | 30,000 | |||||||||||
| December 4, 2025 | US | $ | 200.00 | 2,000 | - | - | (500 | ) | 1,500 | ||||||||||
| May 18, 2026 | CDN | $ | 196.20 | 6,370 | - | - | (3,125 | ) | 3,245 | ||||||||||
| December 10, 2026 | CDN | $ | 164.50 | 52,325 | - | - | (10,325 | ) | 42,000 | ||||||||||
| July 4, 2027 | CDN | $ | 42.50 | 1,500 | - | - | (1,500 | ) | - | ||||||||||
| November 2, 2027 | US | $ | 24.60 | 1,000 | - | - | (1,000 | ) | - | ||||||||||
| February 14, 2028 | CDN | $ | 38.00 | 63,250 | - | - | (13,000 | ) | 50,250 | ||||||||||
| March 27, 2029 | CDN | $ | 27.20 | 60,500 | - | - | (11,375 | ) | 49,125 | ||||||||||
| June 28, 2029 | CDN | $ | 14.00 | - | 2,000 | - | - | 2,000 | |||||||||||
| March 14, 2030 | CDN | $ | 7.80 | - | 80,000 | - | (500 | ) | 79,500 | ||||||||||
| Total outstanding | 247,266 | 82,000 | (71,003 | ) | 258,263 | ||||||||||||||
| Total exercisable | 171,180 | 168,138 | |||||||||||||||||
| Weighted Average | |||||||||||||||||||
| Exercise Price (CDN$) | $ | 96.18 | $ | 7.95 | $ | - | $ | 62.49 | $ | 79.48 | |||||||||
| Weighted Average Remaining Life | 3.2 years | 3.2 years | |||||||||||||||||
As at March 31, 2025, there were 36,649 stock options available for issuance under the 2023 and 2022 plan and 294,912 performance-based awards available for issuance under the 2023 Plan and the 2022 Plan.
On March 14, 2025, the Company granted 80,000 options with a term of five years and an exercise price of CDN $7.80 per share, comprised of:
• 52,500 stock options to officers and directors which vest 25% four months after grant date, 25% six months after the grant date, 25% nine months after the grant date, 25% nine months after the grant date and 25% one year after the grant date;
• 25,000 stock options to employees which vest 25% four months after the grant date, and then 25% years 1, 2, and 3 after the grant date;
• 2,500 stock options to consultant which vest 25% four months after grant date, 25% six months after grant date, 25% nine months after the grant date, 25% nine months after the grant date and 25% one year after the grant date;
During the year ended March 31, 2025, nil common shares were issued pursuant to the exercise of stock options and 71,003 options were forfeited or expired During the year ended March 31, 2025, $260,861 of options were forfeited or expired. During the year ended March 31, 2025, the Company incurred share- based compensation expense with ameasured fair value of $897,468. The fair value of the options granted and vested were recorded as share-based payments on the Consolidated Statements of Operations.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
17. Stock Options (continued)
The Company had the following incentive stock options granted under the 2023 Plan, 2022 Plan, the 2019 Plan, and 2016 Plan that are issued and outstanding as at March 31, 2024:
| Exercise | Balance | Forfeited | Balance | ||||||||||||||||
| Expiry Date | Price | March 31, 2023 | Granted | Exercised | or Expired | March 31, 2024 | |||||||||||||
| May 4, 2023 | CDN | 35.00 | 5,714 | - | (4,286 | ) | (1,428 | ) | - | ||||||||||
| November 30, 2023 | CDN | 30.10 | 5,000 | - | (1,500 | ) | (3,500 | ) | - | ||||||||||
| February 12, 2024 | CDN | 35.00 | 7,179 | - | (1,464 | ) | (5,715 | ) | - | ||||||||||
| January 30, 2025 | CDN | 25.90 | 25,464 | - | (1,071 | ) | (572 | ) | 23,821 | ||||||||||
| February 11, 2025 | CDN | 83.20 | 5,000 | - | - | - | 5,000 | ||||||||||||
| July 3, 2025 | CDN | 49.00 | 1,607 | - | - | (107 | ) | 1,500 | |||||||||||
| November 19, 2025 | US | 200.00 | 30,000 | - | - | - | 30,000 | ||||||||||||
| December 4, 2025 | US | 200.00 | 2,000 | - | - | - | 2,000 | ||||||||||||
| May 18, 2026 | CDN | 196.20 | 7,328 | - | - | (958 | ) | 6,370 | |||||||||||
| December 10, 2026 | CDN | 164.50 | 55,350 | - | - | (3,025 | ) | 52,325 | |||||||||||
| July 4, 2027 | CDN | 42.50 | 1,500 | - | - | - | 1,500 | ||||||||||||
| November 2, 2027 | US | 24.60 | 1,000 | - | - | - | 1,000 | ||||||||||||
| February 14, 2028 | CDN | 38.00 | 64,500 | - | (250 | ) | (1,000 | ) | 63,250 | ||||||||||
| March 28, 2028 | CDN | 28.50 | 10,000 | - | - | (10,000 | ) | - | |||||||||||
| March 27, 2029 | CDN | 27.20 | - | 60,500 | - | - | 60,500 | ||||||||||||
| Total outstanding | 221,642 | 60,500 | (8,571 | ) | (26,305 | ) | 247,266 | ||||||||||||
| Total exercisable | 126,513 | 171,180 | |||||||||||||||||
| Weighted Average | |||||||||||||||||||
| Exercise Price (CDN$) | $ | 107.20 | $ | 27.20 | $ | 33.09 | $ | 52.61 | $ | 96.18 | |||||||||
| Weighted Average Remaining Life | 3.4 years | 3.2 years | |||||||||||||||||
As at March 31, 2024, there were 2,646 stock options available for issuance under the 2023 and 2022 plan and 249,912 performance-based awards available for issuance under the 2023 Plan and the 2022 Plan.
On March 27, 2024, the Company granted 60,500 options with a term of five years and an exercise price of CDN $27.20 per share, comprised of:
• 36,000 stock options to officers and directors which vest 25% four months after grant date, 25% six months after the grant date, 25% nine months after the grant date, 25% nine months after the grant date and 25% one year after the grant date;
• 6,000 stock options to an officer and director which vest 20% four months after grant date, 20% six months after the grant date, 30% 288 days after the grant date and 30% one year after the grant date;
• 11,000 stock options to employees which vest 25% four months after the grant date, and then 25% after years 1, 2, and 3 after the grant date;
• 4,000 stock options to employees which vest 50% 288 days after the grant date, and then then 25% years 2, and 3 after the grant date;
• 3,500 stock options to consultants which vest 25% four months after the grant date, and then 25% years 1, 2, and 3 after the grant date;
During the year ended March 31, 2024, 8,572 common shares were issued pursuant to the exercise of stock options and 26,304 options were forfeited or expired.
During the year ended March 31, 2024, the Company incurred share-based compensation expense with a measured fair value of $1,502,112. The fair value of the options granted and vested were recorded as share-based payments on the Consolidated Statements of Operations.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
17. Stock Options (continued)
The following weighted-average assumptions were used for the Black-Scholes valuation of stock option grants:
| For the year ended | March 31, 2026 | March 31, 2025 | March 31, 2024 |
| Share price on grant date | N/A | CDN $7.80 | CDN $27.20 |
| Exercise price | N/A | CDN $7.80 | CDN $27.20 |
| Risk-free interest rate | N/A | 2.32% | 3.40% |
| Expected life of options | N/A | 5 years | 5 years |
| Annualized volatility | N/A | 107% | 103% |
| Forfeiture rate | N/A | Nil | Nil |
| Dividend rate | N/A | N/A | N/A |
18. Deferred Revenue
The Company recorded Deferred Revenue of $2,576,050 for deposits received from customers for the sale of all-electric vehicles which were not delivered as at March 31, 2026 (March 31, 2025 - $10,138,356). The following table summarizes changes in deferred revenue during the years ended March 31, 2026 and March 31, 2025:
| March 31, 2026 | March 31, 2025 | |||||
| Deferred Revenue, beginning of year | $ | 10,138,356 | $ | 9,942,385 | ||
| Additions to deferred revenue during the year | 5,634,600 | 1,077,193 | ||||
| Deposits returned | (3,947 | ) | (22,534 | ) | ||
| Revenue recognized from deferred revenue during the year | (13,192,959 | ) | (858,688 | ) | ||
| Deferred Revenue, end of year | $ | 2,576,050 | $ | 10,138,356 | ||
| Current portion | $ | 2,576,050 | $ | 3,279,536 | ||
| Long term portion | - | 6,858,820 | ||||
| $ | 2,576,050 | $ | 10,138,356 |
The Company expects to recognize revenue from amounts held in the current portion of deferred revenue within the next twelve months, based on expected deliveries of vehicles and from completed sales of vehicle parts. As at March 31, 2026 the current portion of deferred revenue includes a financing component of $nil (2025 - $474,173), and during the year ended March 31, 2026, $474,173 of this deferred revenue was recognized in revenue (2025 - $nil).
On November 14, 2025, the Company entered into a settlement agreement and general release (the "Settlement Agreement") with a customer, Workhorse Group, Inc. ("Workhorse"). Under the terms of the Settlement Agreement, among other things, Workhorse agreed that GreenPower shall retain all deposits and other funds previously paid by Workhorse to GreenPower and waives any right to refund or repayment of these funds, and in accordance with IFRS 15, GreenPower recognized in revenue a total of $6,858,820 that was previously recorded as deferred revenue for deposits received from Workhorse.
On March 3, 2026, GreenPower of WV, LLC ("Matheny"), a wholly owned subsidiary Matheny Motors, terminated its dealership agreement with the Company, thereby preventing further deliveries of GreenPower BEAST and Nano BEAST to Matheny. Due to this, GreenPower recognized in revenue a total of $2,772,632 in accordance with IFRS 15 that was previously recorded as deferred revenue for deposits received from Matheny.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
19. Financial Instruments
The Company's financial instruments consist of cash, accounts receivable, finance lease receivables, line of credit, loans payable to related parties, term loan, accounts payable and accrued liabilities, Series A convertible preferred share liability, other liabilities, and lease liabilities. All of these financial instruments are classified as amortized costs, except for Series A convertible preferred share liability, which is classified as FVPTL.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1:Unadjusted quoted prices in active markets for identical assets and liabilities;
Level 2:Inputs other than quoted prices that are observable for the asset or liabilities either directly or indirectly; and
Level 3:Inputs that are not based on observable market data
The fair value of the Company's financial instruments approximates their carrying value, other than the Series A convertible preferred share liability which is measured using level 3 inputs.
The Company has exposure to the following financial instrument related risks.
Credit risk
The Company's exposure to credit risk is on its cash, accounts receivable, and on its finance lease receivables. The maximum exposure to credit risk is their carrying amounts in the consolidated statement of Financial Position.
Cash consists of cash bank balances held in major financial institutions in Canada and the United States with a high credit quality and therefore the Company is exposed to minimal risk. The Company assesses the credit risk of its account receivable and finance lease receivables at each reporting period end and on an annual basis. During the year ended March 31, 2026 the Company recognized an allowance / (recovery) for doubtful accounts, net of payments collected, of $10,528 (2025 - ($12,277)).
Liquidity risk
The Company tries to ensure that there is sufficient capital in order to meet short-term business requirements, after taking into account the Company's cash balances and available liquidity on the Company's $3 million operating line of credit. The Company's cash is invested in bank accounts at major financial institutions in Canada and the United States and is available on demand. The continuation of the Company as a going concern is dependent on future cash flows from operations including the successful sale and manufacture of electric vehicles to achieve a profitable level of operations and obtaining necessary financing to fund ongoing operations. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern (Note 1). The Company will continue to rely on additional financings to further its operations and meet its capital requirements.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
19. Financial Instruments (continued)
The following table summarizes the Company's undiscounted financial commitments by maturity as at March 31, 2026:
| March 31, 2026 | Less than 3 months | 3 to 12 months | One to five years | Thereafter | ||||||||
| Line of credit (Note 1) | $ | 2,008,708 | $ | - | $ | - | $ | - | ||||
| Accounts payable and accrued liabilities | 3,891,760 | - | - | - | ||||||||
| Loans payable to related parties | 100,000 | - | 519,436 | - | ||||||||
| Lease liabilities | 347,735 | 970,963 | 4,542,726 | 1,589,481 | ||||||||
| Revolving term loan facility | - | 3,591,924 | - | - | ||||||||
| Term loan facility (Note 2) | 2,000,000 | - | - | - | ||||||||
| Series A convertible preferred share liability (Note 3) | 1,643,214 | - | - | - | ||||||||
| Convertible debentures | - | - | 7,000,000 | - | ||||||||
| Other liabilities | 2,142 | 6,425 | - | - | ||||||||
| $ | 9,993,559 | $ | 4,569,312 | $ | 12,062,162 | $ | 1,589,481 |
(1) GreenPower's operating line of credit with the Canadian Imperial Bank of Commerce (CIBC) is repayable on demand and is therefore recorded as a current liability with less than 3 months to maturity. GreenPower remains in compliance with the financial covenant under the facility and since inception of the loan.
(2) GreenPower's Term loan facility with the Canadian Imperial Bank of Commerce (CIBC) is repayable on demand and is therefore recorded as a current liability with less than 3 months to maturity.
(3) GreenPower's Series A convertible preferred shares are classified as a current liability as, under certain events that are outside the control of the company, they may become repayable. All of the Series A preferred shares outstanding as at March 31, 2026 have been converted into common shares as at the date of this report.
Market risks
Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange. The Company is exposed to interest rate risk with respect to its line of credit (Note 11), its revolving term loan facility (Note 12), and its term loan facility with the Canadian Imperial Bank of Commerce ("CIBC)" (Note 13). Assuming the drawn amounts on the line of credit, revolving term loan, and term loan facility are unchanged, a 1% change in the base rate or prime rate applicable to these two liabilities would result in a change of approximately $76,000 to comprehensive income/loss.
The Company is exposed to foreign exchange risk as it conducts business in both the United States and Canada. Management monitors its foreign currency balances, but the Company does not engage in any hedging activities to reduce its foreign currency risk.
As at March 31, 2026, the Company was exposed to currency risk through the following financial assets and liabilities in CDN Dollars.
| CAD | |||
| Cash | $ | 21,287 | |
| Accounts Receivable | $ | - | |
| Prepaids and deposits | $ | 10,988 | |
| Finance Lease Receivable | $ | 26,771 | |
| Accounts Payable and Accrued Liabilities | $ | (327,969 | ) |
| Related Party Loan | $ | (300,137 | ) |
The CDN/USD exchange rate as at March 31, 2026 was $0.7174 (March 31, 2025 - $0. 6956). Based on the net exposure and assuming all other variables remain constant, a 10% change in the appreciation or depreciation of the Canadian dollar relative to the US dollar would result in a change of approximately $40,824 to comprehensive income/loss.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
20. Capital Management
The Company's capital management objective is to obtain sufficient capital to develop new business opportunities for the benefit of its shareholders. To meet these objectives, management monitors the Company's ongoing capital requirements on specific business opportunities on a case-by-case basis. The capital structure of the Company consists of cash, a line of credit, a revolving term loan facility, a term loan facility, loans from related parties, convertible debentures, preferred equity and equity attributable to common shareholders, consisting of issued share capital and deficit. The Company may issue additional debt or equity over time in order to fund new business opportunities for the benefit of shareholders.
As at March 31, 2026, the Company had a cash balance of $328,086, working capital, defined as current assets minus current liabilities, of $8,400,528, accumulated deficit of ($102,296,273), and shareholders' equity of $1,665,431.
21. Related Party Transactions
A summary of compensation and other amounts paid to directors, officers and key management personnel is as follows:
| For the Years Ended | |||||||||
| March 31, 2026 | March 31, 2025 | March 31, 2024 | |||||||
| Salaries and Benefits (1) | $ | 562,105 | $ | 551,410 | $ | 562,160 | |||
| Consulting fees (2) | $ | 505,000 | 566,042 | 541,623 | |||||
| Non-cash Options Vested (3) | $ | 208,620 | 632,493 | 874,321 | |||||
| Total | $ | 1,275,725 | $ | 1,749,945 | $ | 1,978,104 | |||
1) Salaries and benefits incurred with directors and officers are included in Salaries and Administration on the Consolidated Statements of Operations and Comprehensive Loss.
2) Consulting fees included in Salaries and administration on the Consolidated Statements of Operations and Comprehensive Loss are paid to the Chairman and CEO for management consulting services, and includes Director's Fees paid to GreenPower's four independent directors.
3) Amounts recognized for related party stock-based compensation are included in Share-based payments on the Consolidated Statements of Operations.
Accounts payable and accrued liabilities at March 31, 2026 includes $36,695 (March 31, 2025 - $454,894) owed to officers, directors, and companies controlled by officers and directors, and shareholders, which is non-interest bearing, unsecured and has no fixed terms of repayment.
During the year ended March 31, 2026 the Company received the following loans from related parties. Principal and interest on these loans were converted into convertible debentures during the year (Note 14).
• On May 13, 2025, the Company announced a term loan offering of up to $2,000,000 from several related party lenders. During the year ended March 31, 2026, the Company entered into five tranches under the term loan offering for gross proceeds of $1.75 million.
• On January 6, 2026 the Company received two term loans of $2.5 million each, for $5 million in total, from two family offices that are Related Parties.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
21. Related Party Transactions (continued)
As at March 31, 2026 the loans from related parties recorded in long term liabilities totaled $519,436 and was comprised of principal and accrued interest on loans from Koko Financial Services and 0851433 BC Ltd.
During the year ended March 31, 2026, the Company granted 5,477,667 warrants to companies that are beneficially owned by directors and an officer of the Company as a bonus for providing loans to the Company and for providing personal guarantees on the Company's line of credit and term loan facility (Notes 11, 12, 14, 15):
• On May 14, 2025 the Company granted 54,348 warrants convertible into common shares at $4.60 per share to FWP Acquisition, a company beneficially owned by the CEO and director of the Company;
• Between May 14, 2025 and January 12, 2026, the Company granted 5,423,319 warrants convertible into common shares at prices ranging from $0.78 per share to $4.60 per share to Countryman, a company beneficially owned by a director of the Company.
During the year ended March 31, 2026 a total of 1,073,792 common shares were issued to companies controlled by the CEO and director of the Company in exchange for providing loans to the Company totaling $4.25 million and for providing a personal guarantee to support the Company's operating line of credit and term loan with CIBC (Note 11, 13, 16)
On January 22, 2026, the Company converted $7 million of principal and accrued interest from loans from related parties into convertible debentures (Note 14). $3,459,000 of principal of the convertible debentures are with Countryman Investments Ltd. ("Countryman"), a company beneficially owned by a director, $3,432,945 are with FWP Acquisition Corp. ("FWP Acquisition"), and $108,045 are with Koko Financial Services Inc. ("Koko), both of which companies are beneficially owned by the Chairman and CEO of the Company.
During the year ended March 31, 2026 the Company issued 4,200 Series B convertible preferred shares to 0851433 B.C. Ltd., FWP Holdings LLC, and FWP Acquisition, all of which are companies beneficially owned by the CEO and director of the Company pursuant to the conversion of $3,990,000 in principal and accrued interest on related party loans issued by these same companies (Note 16).
During the year ended March 31, 2025, the Company received loans totaling CAD $475,000 from FWP Holdings LLC ("FWP Holdings"), USD$250,000 from Koko Financial Services Inc. ("Koko"), and CAD$675,000 from 0851433 BC Ltd. FWP Holdings, Koko, and 08551433 BC Ltd. are all beneficially owned by the CEO and Chairman of the Company. The loans bear interest at 12.0% per annum plus such additional bonus interest, if any, as may be agreed to and approved by GreenPower's Board of Directors at a later date. Loans from FWP Holdings with a principal balance of CAD $3,670,000 matured on March 31, 2023 however the principal balance remained outstanding as at March 31, 2025. The Company agreed to grant FWP Holdings a general security assignment on the assets of GreenPower Motor Company Inc., which will be subordinated to any security assignment of senior lenders.
During the quarter ended March 31, 2025 the Company received advances of $150,000 from Koko and CAD$50,000 from FWP Acquisition Corp. that were unsecured and non-interest bearing and were repaid during the year ended March 31, 2026. In addition, the Company received a further advance of $100,000 from Brendan Riley, President of the Company, during the year ended March 31, 2025 that is unsecured and non-interest bearing, and remains outstanding as at March 31, 2026 and is included in loans payable to related parties.
A non-cash gain of $306,288 was included in Other Income during the year ended March 31, 2024 related to the revaluation of related party loans during the year.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
22. Warranty Liability
The Company provides its customers with a warranty on its vehicles with specific coverage for brake systems, lower-level components, fleet defect provisions and battery-related components. The majority of warranties cover a period of five years, with some variation depending on the contract. Management estimates the related provision for future warranty claims based on historical warranty claim information as well as recent trends that might suggest past cost information may differ from future claims.
This assessment relies on estimates and assumptions about expenditures on future warranty claims. Actual warranty disbursements are inherently uncertain, and differences may impact cash expenditures on these claims. It is expected that the Company will incur approximately $800,000 in warranty costs within the next twelve months, with disbursements for the remaining warranty liability incurred after this date.
An accrual for expected future warranty expenditures is recognized in the period when the revenue is recognized from the associated vehicle sale and is expensed in product development costs in the Company's sales, general and administrative costs. Assuming revenue in each year remains unchanged, an increase or decrease of 5% to the warranty provision would have a corresponding increase or decrease of product development costs of approximately $18,000 for the year ended March 31, 2026 (2025 - $36,000).
| March 31, 2026 | March 31, 2025 | |||||
| Opening balance | $ | 2,565,429 | $ | 2,499,890 | ||
| Warranty additions | 364,710 | 714,956 | ||||
| Warranty disbursements | (409,847 | ) | (649,092 | ) | ||
| Foreign exchange translation | 167 | (325 | ) | |||
| Total | $ | 2,520,459 | $ | 2,565,429 | ||
| Current portion | $ | 817,482 | $ | 816,326 | ||
| Long term portion | 1,702,977 | 1,749,103 | ||||
| Total | $ | 2,520,459 | $ | 2,565,429 |
23. Income Taxes
Income tax expense is recognized based on the combined British Columbia and Federal income tax rate for the full financial year applied to the pre-tax income of the reporting period. The Company's effective tax rate for the years ended March 31, 2026, 2025 and 2024 was 27.0%.
The difference between tax expenses for the years and the expected income taxes based on the statutory rate are as follows:
| For the year ended | |||||||||
| March 31, 2026 | March 31, 2025 | March 31, 2024 | |||||||
| Combined statutory tax rate | 27.00% | 27.00% | 27.00% | ||||||
| Expected income tax expense (recovery) | $ | (1,994,350 | ) | $ | (5,003,092 | ) | $ | (4,952,555 | ) |
| Items not deductible for tax purposes | 49,149 | 324,482 | 413,506 | ||||||
| Difference in tax rate in other jurisdictions | 5,177 | (155,572 | ) | (129,075 | ) | ||||
| Unrecognized deductible temporary differences and loss carryforwards | 1,534,024 | 4,834,182 | 4,668,124 | ||||||
| Deferred income tax expense (recovery) | $ | (406,000 | ) | $ | - | $ | - | ||
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
23. Income Taxes (continued)
The nature and effect of the temporary differences giving rise to the unrecognized deferred income tax assets as of March 31, 2026 and March 31, 2025 are summarized below:
| Unrecognized deferred | As at | |||||
| income tax assets | March 31, 2026 | March 31, 2025 | ||||
| Non-capital loss carry-forwards | $ | 19,554,411 | $ | 17,573,889 | ||
| Capital assets | 292,163 | 390,739 | ||||
| Right of use assets | (1,278,500 | ) | (1,677,298 | ) | ||
| Lease liabilities | 1,553,523 | 1,868,405 | ||||
| Warranty provision | 692,793 | 705,376 | ||||
| Deferred revenue | 13,837 | 1,097,524 | ||||
| Share issue costs | 226,843 | 205,154 | ||||
| Other carryforward balances | 1,471,309 | 1,154,718 | ||||
| Unrecognized deferred income tax asset | (22,526,379 | ) | (21,318,507 | ) | ||
| Deferred income tax asset | $ | - | $ | - | ||
As at March 31, 2026 and March 31, 2025 the Company has approximately $31,125,000 and $22,505,000 respectively, of non-capital losses carry forwards available to reduce Canadian taxable income for future years. As at March 31, 2026 and March 31, 2025 the Company has approximately $44,265,000 and $44,965,000 respectively, of net operating losses carry forwards available to reduce future taxable income in the United States. The losses in Canada and United States expire between 2031 and 2046 if unused. The potential benefits of these carry-forward non-capital losses have not been recognized in these consolidated financial statements as it is not considered probable that sufficient future taxable profit will allow the deferred tax asset to be recovered.
During the year, the Company recognized $406,000 of tax recovery for the equity component of the convertible debenture, using a tax rate of 27%.
24. Segmented Information
The Company operates in one reportable operating segment, being the manufacture and distribution of all- electric commercial vehicles and transit, school and charter buses.
During the year ended March 31, 2026, the Company was economically dependent on four (2025 - one, 2024 - one) customers who accounted for more than 10% of revenue from continuing operations and in aggregate accounted for approximately 67%, (2025: 63%, 2024: 30%) of sales.
During the year ended March 31, 2025 the Company recognized Other Income of $1,391,746 related to the reversal of a previously recognized contingent liability related to an acquisition the Company entered into during the year ended March 31, 2023.
The Company's disaggregated revenue for the years ended March 31, 2026, 2025, and 2024 is summarized in the following table. Proceeds received and/or receivable from government vouchers totaled $201,012 for the years ended March 31, 2026 (2025 - $558,228, 2024 - $385,643) and was included in vehicle and parts sales in the years ended March 31, 2026, March 31, 2025 and March 31, 2024 respectively. Included in vehicle sales for the year ended March 31, 2026 is $nil (2025 - $319,000, 2024 - $nil) from the sales of vehicles that were previously on lease where the leases were cancelled and the vehicles subsequently sold.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
24. Segmented Information (continued)
| For the Year Ended | |||||||||
| March 31, 2026 | March 31, 2025 | March 31, 2024 | |||||||
| Vehicle, parts sales and service | $ | 6,730,743 | $ | 19,774,549 | $ | 38,879,072 | |||
| Recognition of deferred revenue from contract cancellation | 9,631,452 | - | - | ||||||
| Revenue from operating and finance leases | 22,760 | 68,805 | 385,643 | ||||||
| Finance income | 3,624 | 3,925 | 7,124 | ||||||
| Total | $ | 16,388,579 | $ | 19,847,279 | $ | 39,271,839 | |||
The Company's revenues allocated by geography based on the customer's country of domicile for the years ended March 31, 2026, 2025, and 2024, is as follows:
| Canada | For the Year Ended | ||||||||
| March 31, 2026 | March 31, 2025 | March 31, 2024 | |||||||
| United States of America | $ | 15,901,265 | $ | 18,841,162 | $ | 37,055,314 | |||
| Canada | 487,314 | 1,006,117 | 2,216,525 | ||||||
| Total | $ | 16,388,579 | $ | 19,847,279 | $ | 39,271,839 | |||
The Company's property plant and equipment as at March 31, 2026 and 2025 are as follows:
| March 31, 2026 | March 31, 2025 | |||||
| United States of America | $ | 657,826 | $ | 1,212,229 | ||
| Canada | 60,731 | 98,352 | ||||
| Total | $ | 718,557 | $ | 1,310,581 |
The Company's accounts payable and accrued liabilities as at March 31, 2026 and 2025 is as follows:
| March 31, 2026 | March 31, 2025 | |||||
| Due to related parties | $ | 36,695 | $ | 454,894 | ||
| Trade payables | 2,894,039 | 2,821,845 | ||||
| Accrued liabilities | 961,026 | 442,977 | ||||
| Accounts payable and accrued liabilities | $ | 3,891,760 | $ | 3,719,716 |
25. Litigation and Legal Proceedings
The Company filed a civil claim against the prior CEO and Director of the Company in the Province of British Columbia in 2019, and the prior CEO and Director of the Company has filed a response with a counterclaim for wrongful dismissal in the Province of British Columbia. The prior CEO and Director of the Company also filed a similar claim in the state of California in regards to this matter, and this claim has been stayed pending the outcome of the claim in British Columbia. There has not been a resolution on the British Columbia claim or counterclaim, or the California claim as at March 31, 2026.
During April 2023, the Company repossessed 28 EV Stars and 10 EV Star CC's after a lease termination due to non-payment. During May 2023 this customer filed a claim in the state of California against the Company and a subsidiary. As of March 31, 2026 GreenPower entered into a settlement agreement under which GreenPower agreed to transfer four used vehicles to the customer to resolve this dispute. The vehicles were transferred to the customer subsequent to the end of the reporting period and the Company has recorded an accrual for the value of these vehicles.
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
26. Contingent Liability and Dissolution of Lion Truck Body
On July 7, 2022, GreenPower entered into an asset purchase agreement with Lion Truck Body Inc., a truck body manufacturer located in Torrance, CA, under which Greenpower purchased all of the assets of the business through its wholly owned subsidiary, Lion Truck Body Incorporated. The acquisition included that GreenPower would assume a term loan from the seller subject to the seller obtaining the required consents to allow for the assumption. The term loan had a principal outstanding of approximately $1.5 million as at July 7, 2022, an interest rate of 3.75%, a maturity in May 2050, and fixed monthly payments. As at March 31, 2025 and March 31, 2024 the seller had not provided the Company with any evidence that he has obtained the required consents for the Company to assume the loan, and there is significant uncertainty over whether the seller will obtain these consents. In accordance with IAS 37, as at March 31, 2024, amounts representing the term loan have been recognized as a contingent liability on the Company's Consolidated Statement of Financial Position. Lion Truck Body Incorporated was dissolved on March 10, 2025. Accordingly, the Company derecognized the previously recognized contingent liability of Lion Truck Body Incorporated and recognized Other Income of $1,391,746 as at March 31, 2025 related to the de- recognition of this contingent liability.
27. Supplemental Cash Flow Disclosure
The following table provides additional detail regarding the Company's cash flow:
| For the Years Ended | |||||||||
| March 31, 2026 | March 31, 2025 | March 31, 2024 | |||||||
| Non-cash investing and financing transactions: | |||||||||
| Right of use asset acquired | $ | - | $ | 2,802,265 | $ | 69,129 | |||
| Accretion income on promissory note receivable | $ | - | $ | - | $ | 1,696 | |||
| Accretion expense on related party note payable | $ | 575,923 | $ | 494,084 | $ | - | |||
| Assets transferred from Property and equipment to Inventory | $ | - | $ | 593,320 | $ | - | |||
| Assets transferred from Inventory to Property and equipment | $ | - | $ | - | $ | 874,278 | |||
28. Events After the Reporting Period
Subsequent to the end of the reporting period:
• Between April 1, 2026 and July 7, 2026, 4,825 stock options exercisable at a weighted average exercise price of CDN $146.15 per share expired or were forfeited;
• On June 30, 2026 the Company issued the third tranche of 1,500 Series A convertible preferred shares for gross proceeds of $1,425,000. In addition, the Company and the Series A convertible preferred share investor amended the Securities Purchase Agreement dated November 14, 2025 to increase the Series A convertible preferred shares issuable under the Agreement by $2,000,000;
| GREENPOWER MOTOR COMPANY INC. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2026, 2025 and 2024 (Expressed in US Dollars) |
28. Events After the Reporting Period (continued)
In addition, subsequent to the end of the reporting period, the Company completed the following transactions which each increased the share capital of the Company:
• Between April 1, 2026 and June 17, 2026 1,351 Series A convertible preferred shares were converted into 1,494,423 common shares of the company, and the Series A convertible preferred share liability of $1,643,214 as at March 31, 2026 was transferred to share capital;
• Between July 1, 2026 and July 7, 2026, a total of 100 Series A convertible preferred shares were converted into 88,909 common shares of the Company;
• On June 15, 2026, 256,410 common shares were issued to a company controlled by a director of the Company pursuant to the exercise of 256,410 warrants at US$0.78 per share for gross proceeds of $200,000;
• On June 30, 2026, the Company issued 257,638 common shares at $1.44 per share to pay for $371,000 of accrued interest to June 30, 2026 on convertible debentures to the convertible debenture investors. The convertible debenture investors are related parties and include a company controlled by a director of the Company, and companies controlled by the CEO and director of the Company;
• On June 30, 2026, the Company issued 552 Series B convertible preferred shares to companies controlled by the CEO and director of the Company for the conversion of $524,400 of loans from the same companies;
• On June 30, 2026 the Company issued 1,640 Series B convertible preferred shares to a company controlled by the CEO and director of the Company for the conversion of $1,558,000 of convertible debentures from the same company.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Introduction
This Management's Discussion and Analysis ("MD&A") is dated July 7, 2026 unless otherwise indicated and should be read in conjunction with the audited consolidated financial statements of GreenPower Motor Company Inc. ("GreenPower", "the Company", "we", "our" or "us") for the year ended March 31, 2026 and the related notes, and the Company's filings through the U.S. Securities and Exchange Commission, as filed on EDGAR. This MD&A was written to comply with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. Results are reported in US dollars, unless otherwise noted. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results presented for the three months and year ended March 31, 2026 are not necessarily indicative of the results that may be expected for any future period. These consolidated financial statements, including comparatives, have been prepared using accounting policies consistent with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRS Accounting Standards). The Company's IFRS accounting policies are set out in Note 2 of the audited consolidated financial statements.
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company's common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
Further information about the Company and its operations can be obtained from the offices of the Company or from www.sedarplus.com. Information in these websites do not form part of this report and are not incorporated by reference.
Cautionary Note Regarding Forward-Looking Information
Certain statements contained in the following MD&A may contain forward-looking statements within the meaning of certain securities laws, including the "safe harbour" provisions of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements in this MD&A may include, but are not limited to statements involving estimates, assumptions or judgements, and these statements may be identified by words such as "believe", "expect", "expectation", "aim", "achieve", "intend", "commit", "goal", "plan", "strive" and "objective", and similar expressions of future or conditional verbs such as "will", "may", "might", "should", "could" or "would". By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that our expectations or conclusions will not prove to be accurate, that our assumptions may not be correct, and that our plans, goals, expectations and objectives will not be achieved. We caution readers not to place undue reliance on these statements as a number of risk factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements.
Non-IFRS Measures and Other Supplementary Performance Metrics
This MD&A includes certain non-IFRS measures and other supplementary performance metrics, which are defined below. These measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Investors are cautioned that non-GAAP financial measures should not be construed as an alternative to IFRS measures. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company's results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Readers should not rely on any single financial measure to evaluate GreenPower's business.
This MD&A refers to Adjusted EBITDA "Adjusted EBITDA", a non-IFRS measure, which is defined as loss for the year (for annual periods) or loss for the period (for quarterly periods), plus depreciation, plus interest and accretion, plus share-based payments, plus / (less) the allowance / (recovery) for credit losses, plus / (less) the increase / (decrease) in the warranty liability, plus taxes. Adjusted EBITDA is a measure used by management as an indicator of profitability since it excludes the impact of movements in working capital items, certain non-cash charges, and financing costs. Therefore, Adjusted EBITDA gives the investor information as to the profitability of the business. However, Adjusted EBITDA is not a measure of financial performance under IFRS and should not be considered a substitute for other financial measures of performance. Adjusted EBITDA as calculated by GreenPower may not be comparable to Adjusted EBITDA as calculated and reported by other companies. The most comparable IFRS measure to Adjusted EBITDA is net loss.
This MD&A also makes reference to "Total Cash Expenses", a non-IFRS measure, which is defined as sales, general and administrative costs plus interest and accretion, plus/(less) foreign exchange loss/(gain), less depreciation, less share-based payments less amortization of deferred financing fees, plus/(less) the decrease/(increase) in warranty liability, plus / (less) the (allowance) / recovery for credit losses. Total Cash Expenses is a measure used by management as an indicator of sales, general and administrative, interest and accretion, and foreign exchange costs that excludes the impact of certain non-cash charges. Management believes that Total Cash Expenses provides a measure of cash expenses from the operations of the business. However, Total Cash Expenses is not a measure of financial performance under IFRS and should not be considered a substitute for other financial measures of performance. Total Cash Expenses as calculated by GreenPower may not be comparable to Total Cash Expenses as calculated and reported by other companies.
This MD&A also makes reference to "Vehicle Deliveries", a supplementary performance metric, that management believes provides useful information regarding the business activity of the Company during a quarter or year. Vehicle Deliveries is vehicles that have been sold or leased to a customer during a quarter or a year, as determined by management. The models of vehicles included in Vehicle Deliveries will vary over time, such that Vehicle Deliveries in one period may not be comparable to Vehicle Deliveries in another period. Vehicle Deliveries is not a financial metric, and vehicle deliveries is not an indication of the Company's financial performance in a given period. While management considers Vehicle Deliveries to be a useful supplementary performance metric, users are cautioned to consider other factors to evaluate GreenPower's business.
Description of Business
GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo vans and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric buses that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. This Original Equipment Manufacturer ("OEM") platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. GreenPower was founded in Vancouver, British Columbia, Canada with primary operational facilities in southern California and a manufacturing facility in West Virginia. Listed on the TSX Venture Exchange between November 2015 and November 2025, GreenPower completed its U.S. IPO and NASDAQ listing in August 2020. For further information go to www.greenpowermotor.com.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Operations
The following is a description of GreenPower's business activities during the year ended March 31, 2026. During the year, the Company delivered a total of 25 vehicles, which were comprised of 12 EV Star models, 4 BEAST Type D school buses, and 9 Nano BEAST Type A school buses. During the year GreenPower generated annual revenue of $16.4 million, which was a decline of 17.4% from the prior year. Included in revenue for the year is $9.6 million of revenue from deposits that were previously recognized as deferred revenue, and that was recognized during the year due to cancelled contracts.
During the year GreenPower negotiated a contract cancellation with Workhorse under which Workhorse agreed to forego the deposits it had made with GreenPower for the production of EV Star Cab and Chassis ("EV Star CC"). Under the terms of the cancellation, GreenPower will retain deposits made by Workhorse as well as ownership of approximately 100 EV Star CC's that GreenPower had built for Workhorse, included in GreenPower's inventory, providing GreenPower with the flexibility to seek alternative buyers for the EV Star CC inventory it had built for Workhorse. The EV Star CC is the platform on which GreenPower builds a range of passenger transport vehicles and goods and cargo vehicles. These vehicles include GreenPower's Type A Nano BEAST, EV Star Mobility Plus, and a range of commercial vehicles including the ReeferX refrigerated vehicle the EV Star Cargo Plus GreenPower anticipates that it will be building a range of vehicles with the EV Star CC inventory for customers in diverse end markets. GreenPower also received a contract cancellation from its dealer in the state of West Virginia, which led to the recognition of deferred revenue that was on deposit with GreenPower and with no repayment obligations.
The Company completed several important financings during the year, including entering into a securities purchase agreement with a single investor under which the Company can issue up to $16 million of Series A convertible preferred shares ("Series A Preferred Shares"), which was amended after the year end to allow up to $18 million of Series A Preferred Shares to be issued. During the year the Company issued 2,105 Series A Preferred Shares for gross proceeds of approximately $2.0 million. Upon issuance, the Series A Preferred shares are recorded as a liability, which is transferred to shareholder's equity when the Series A preferred shares are converted to common shares. As of the date of this report, all of the Series A Preferred Shares issued during the year have been converted to common shares, thereby improving the Company's shareholder's equity. Subsequent to the year end the Company issued an additional 1,500 Series A Preferred Shares for gross proceeds of $1.4 million.
During January the Company completed a series of financings including repayment of its existing line of credit and entering into new financing facilities with CIBC. The CIBC facilities include a $3 million operating line of credit, a $2 million term loan, and letter of credit facilities of up to $2.95 million. Repayment of the existing line of credit was partially funded with $5 million in loans from related parties. These related parties also facilitated the CIBC financing by providing personal guarantees in support of the facilities. Net new loans from related parties during the year totaled $6.6 million, and the related parties received bonus shares and bonus warrants for providing the loans and personal guarantees. During the fourth quarter, $7 million of related party loans were converted into convertible debentures with a 3-year term, an interest rate of 12% and that are convertible into common shares of the Company at $0.99 per share. In addition, a total of $3.9 million of related party loans was converted into 4,200 Series B convertible preferred shares ("Series B preferred shares") that are recorded as equity. Overall, the financings completed during the year facilitate continued access to equity capital and improved the Company's shareholder's equity position compared to the prior year end.
GreenPower began a process of reducing its operating costs at the end of the previous fiscal year, and continued this process during the current year. Total sales, general and administrative expenses reduced by nearly 47% compared to the prior year, and were driven by rationalization of the Company's geographic footprint and reduction of the Company's workforce. These changes were made in response to the current challenging market conditions in the commercial EV sector, and management believes that these changes have improved the Company's ability to weather the current market environment.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
As at March 31, 2026, the Company had:
- Property and equipment on the balance sheet totaling $0.7 million, comprised of several models of GreenPower vehicles used for demonstration and other purposes, company vehicles used for sales, service and operations, tools and equipment, and other business property and equipment;
- Parts inventory totaling approximately $4.0 million representing spare parts for sale to customers pursuant to customer orders, spare parts to be used for vehicle manufacturing, and spare parts for vehicle repairs and warranty;
- Work in process inventory totaling approximately $11.2 million representing EV Star's, BEAST Type D school buses, Nano BEAST Type A school buses, and;
- Finished goods inventory totaling approximately $8.7 million, comprised of EV Star cab and chassis and other EV Star models, and BEAST Type D and Nano BEAST Type A models.
Trends
The Company does not know of any trends, commitments, events, or uncertainty that are expected to have a material effect on the Company's business, financial condition, or results of operations other than as disclosed herein under "Risk Factors".
Annual Results of Operations
Year ended March 31, 2026
For the year ended March 31, 2026 the Company generated revenue of $16,388,579 compared to $19,847,279 for the previous year, a decrease of 17.4%. Revenue for the year included $9,631,452 of revenue from deposits that were previously recognized as deferred revenue, and that was recognized during the year due to cancelled contracts. Excluding this revenue, the decrease in revenue from the prior year was 66%. Cost of sales during the year was $7,173,476 yielding a gross profit of $9,215,103 or 56.2% of revenue. Cost of sales for the year included an inventory writedown of $988,186. Excluding deferred revenue from cancelled contracts and the inventory writedown from cost of sales, gross profit for the year was $571,837, and the gross profit margin was 8.5%. Revenue for the year was generated from the sale of 12 EV Star models, 4 BEAST Type D school buses, and 9 Nano BEAST Type A school buses, revenue from the sale of vehicle parts and service, from vehicle transportation, from finance income, revenue from finance and operating leases, and revenue from deferred revenue recognized during the year due to cancelled contracts. Operating costs consist of salaries and administration of $3,891,189 relating to salaries, employee benefits, and administrative services; transportation costs of $207,351 which relate to the use of trucks, trailers, tractors as well as other operational costs needed to transport company products around North America; insurance expense of $1,447,375; travel, accommodation, meals and entertainment costs of $110,244 related to travel for project management, demonstration of company products, and trade shows; product development costs of $701,369; sales and marketing costs of $78,569; interest and accretion of $2,588,673; professional fees of $2,500,177 consisting of legal and audit fees; as well as non-cash expenses including $279,546 of share-based compensation expense, depreciation of $1,445,129, and an allowance for credit losses of $10,528. The remaining operating costs for the period amounted to $66,773 in office expenses, loss on disposal of equipment of $24,961, a foreign exchange gain of $141,339, resulting in a consolidated loss from operations of $3,995,442. The company also recognized debt extinguishment costs of $1,390,187, loss from the change in far value of Series A convertible preferred shares of $497,149, and $406,000 in income tax recovery related to the Series A preferred shares. In addition, the Company recognized $73,342 of cumulative translation reserve as a result of the translation of the entities with a different functional currency than presentation currency. Including these items, total comprehensive loss for the period was $5,476,778.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Year ended March 31, 2025
For the year ended March 31, 2025 the Company generated revenue of $19,847,279 compared to $39,271,839 for the previous year, a decrease of 49.5%. Cost of sales of $17,650,661 yielding a gross profit of $2,196,618 or 11.1% of revenue. Revenue for the year was generated from the sale of 23 EV star Cargo and Cargo plus, 25 EV Stars, 34 BEAST Type D school buses, 2 Nano BEAST Type A school buses, as well as revenue from truck body manufacturing, revenue from the sale of vehicle parts and service, from vehicle transportation, from finance income, and revenue from finance and operating leases. Operating costs consist of salaries and administration of $9,912,495 relating to salaries, employee benefits, and administrative services; transportation costs of $264,344 which relate to the use of trucks, trailers, tractors as well as other operational costs needed to transport company products around North America; insurance expense of $1,727,831; travel, accommodation, meals and entertainment costs of $397,749 related to travel for project management, demonstration of company products, and trade shows; product development costs of $1,339,200; sales and marketing costs of $997,772; interest and accretion of $2,176,337; professional fees of $1,672,938 consisting of legal and audit fees; as well as non-cash expenses including $897,468 of share-based compensation expense, depreciation of $1,662,113, and an allowance for credit losses of ($12,277). The remaining operating costs for the period amounted to $1,256,499 in office expenses, other income of $1,391,746, and a foreign exchange gain of $40,657, resulting in a consolidated net loss of $18,663,448. The consolidated total comprehensive loss for the year of $18,511,895 was impacted by $151,553 of other comprehensive income as a result of the translation of the entities with a different functional currency than presentation currency.
Year ended March 31, 2024
For the year ended March 31, 2024 the Company generated revenue of $39,271,839 compared to $39,695,890 for the previous year, a decrease of 1.1%. Cost of sales of $33,914,237 yielding a gross profit of $5,357,602 or 13.6% of revenue. Revenue for the year was generated from the sale of EV Star CC's, EV Star 22 foot cargo, EV Star Cargo Plus, EV Stars, 29 BEAST Type D school buses, 12 Nano BEAST Type A school buses, and 2 EV 250's, as well as revenue from truck body manufacturing, revenue from the sale of vehicle parts and service, from vehicle transportation, from finance income, and revenue from finance and operating leases. Operating costs consist of salaries and administration of $8,814,561 relating to salaries, employee benefits, and administrative services; transportation costs of $212,263 which relate to the use of trucks, trailers, tractors as well as other operational costs needed to transport company products around North America; insurance expense of $1,716,157; travel, accommodation, meals and entertainment costs of $599,169 related to travel for project management, demonstration of company products, and trade shows; product development costs of $1,811,472; sales and marketing costs of $661,426 interest and accretion of $1,554,858; professional fees of $1,925,938 consisting of legal and audit fees; as well as non-cash expenses including $1,502,112 of share-based compensation expense, depreciation of $1,858,458, and an allowance for credit losses of $1,450,962. The remaining operating costs for the period amounted to $1,607,459 in office expenses, other income of $306,288, a foreign exchange gain of $131,416 and a write down of $423,267 on finance lease receivables, resulting in a consolidated net loss of $18,342,796. The consolidated total comprehensive loss for the year of $18,313,249 was impacted by $29,547 of other comprehensive income as a result of the translation of the entities with a different functional currency than presentation currency.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Comparison of Annual Results
The following table compares the annual results of GreenPower for the years ended March 31, 2026, 2025, and 2024:
| For the years ended | Percentage Change | $ Change | |||||||||||||||||||
| March 31, | March 31, | March 31, | 2026 to | 2025 to | 2026 to | 2025 to | |||||||||||||||
| 2026 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Revenue | $ | 16,388,579 | $ | 19,847,279 | $ | 39,271,839 | -17.4% | -49.5% | $ | (3,458,700 | ) | $ | (19,424,560 | ) | |||||||
| Cost of sales | 7,173,476 | 17,650,661 | 33,914,237 | -59.4% | -48.0% | (10,477,185 | ) | (16,263,576 | ) | ||||||||||||
| Gross Profit | 9,215,103 | 2,196,618 | 5,357,602 | 319.5% | -59.0% | 7,018,485 | (3,160,984 | ) | |||||||||||||
| Gross profit margin¹ | 56.2% | 11.1% | 13.6% | 45.2% | -2.6% | ||||||||||||||||
| Sales, general and administrative costs | |||||||||||||||||||||
| Salaries and administration | 3,891,189 | 9,912,495 | 8,814,561 | -60.7% | 12.5% | (6,021,306 | ) | 1,097,934 | |||||||||||||
| Depreciation | 1,445,129 | 1,662,113 | 1,858,458 | -13.1% | -10.6% | (216,984 | ) | (196,345 | ) | ||||||||||||
| Product development costs | 701,369 | 1,339,200 | 1,811,472 | -47.6% | -26.1% | (637,831 | ) | (472,272 | ) | ||||||||||||
| Office expense | 66,773 | 1,256,499 | 1,607,459 | -94.7% | -21.8% | (1,189,726 | ) | (350,960 | ) | ||||||||||||
| Insurance | 1,447,375 | 1,727,831 | 1,716,157 | -16.2% | 0.7% | (280,456 | ) | 11,674 | |||||||||||||
| Professional fees | 2,500,177 | 1,672,938 | 1,925,938 | 49.4% | -13.1% | 827,239 | (253,000 | ) | |||||||||||||
| Sales and marketing | 78,569 | 997,772 | 661,426 | -92.1% | 50.9% | (919,203 | ) | 336,346 | |||||||||||||
| Share-based payments | 279,546 | 897,468 | 1,502,112 | -68.9% | -40.3% | (617,922 | ) | (604,644 | ) | ||||||||||||
| Transportation costs | 207,351 | 264,344 | 212,263 | -21.6% | 24.5% | (56,993 | ) | 52,081 | |||||||||||||
| Travel, accommodation, meals and entertainment | 110,244 | 397,749 | 599,169 | -72.3% | -33.6% | (287,505 | ) | (201,420 | ) | ||||||||||||
| Allowance for credit losses | 10,528 | (12,277 | ) | 1,450,962 | -185.8% | -100.8% | 22,805 | (1,463,239 | ) | ||||||||||||
| Total sales, general and administrative costs | 10,738,250 | 20,116,132 | 22,159,977 | -46.6% | -9.2% | (9,377,882 | ) | (2,043,845 | ) | ||||||||||||
| Loss from operations before interest, accretion and foreign exchange | (1,523,147 | ) | (17,919,514 | ) | (16,802,375 | ) | -91.5% | 6.6% | 16,396,367 | (1,117,139 | ) | ||||||||||
| Interest and accretion | (2,588,673 | ) | (2,176,337 | ) | (1,554,858 | ) | 18.9% | 40.0% | (412,336 | ) | (621,479 | ) | |||||||||
| Other Income | - | 1,391,746 | 306,288 | -100.0% | 354.4% | (1,391,746 | ) | 1,085,458 | |||||||||||||
| (Loss) on sale of equipment | (24,961 | ) | - | - | 100.0% | 0.0% | (24,961 | ) | - | ||||||||||||
| Foreign exchange gain | 141,339 | 40,657 | 131,416 | 247.6% | -69.1% | 100,682 | (90,759 | ) | |||||||||||||
| Loss from operations for the year | (3,995,442 | ) | (18,663,448 | ) | (17,919,529 | ) | -78.6% | 4.2% | 14,668,006 | (743,919 | ) | ||||||||||
| Other item | |||||||||||||||||||||
| Debt extinguishment costs | (1,390,187 | ) | - | - | 100.0% | 0.0% | (1,390,187 | ) | - | ||||||||||||
| Series A convertible preferred change in fair value | (497,149 | ) | - | - | 100.0% | 0.0% | (497,149 | ) | - | ||||||||||||
| Write down of assets | - | - | (423,267 | ) | 0.0% | -100.0% | - | 423,267 | |||||||||||||
| Loss for the year before tax | (5,882,778 | ) | (18,663,448 | ) | (18,342,796 | ) | -68.5% | 1.7% | 12,780,670 | (320,652 | ) | ||||||||||
| Income tax | |||||||||||||||||||||
| Income tax recovery | (406,000 | ) | - | - | - | - | |||||||||||||||
| Loss for the year | (5,476,778 | ) | (18,663,448 | ) | (18,342,796 | ) | -70.7% | 1.7% | 13,186,670 | (320,652 | ) | ||||||||||
| Other comprehensive income | |||||||||||||||||||||
| Cumulative translation reserve | 73,342 | 151,553 | 29,547 | NM | NM | (78,211 | ) | 122,006 | |||||||||||||
| Total comprehensive loss for the year | $ | (5,403,436 | ) | $ | (18,511,895 | ) | $ | (18,313,249 | ) | -70.8% | 1.1% | $ | 13,108,459 | $ | (198,646 | ) | |||||
| Loss per common share, basic and diluted |
$ | (1.57 | ) | $ | (6.77 | ) | $ | (7.35 | ) | -76.8% | -7.9% | $ | 5.20 | $ | 0.58 | ||||||
| Weighted average number of common shares outstanding, basic and diluted | 3,494,860 | 2,758,020 | 2,495,096 | 26.7% | 10.5% | 736,840 | 262,924 | ||||||||||||||
(1) Gross profit margin, a supplementary financial metric, is calculated as gross profit divided by revenue. Gross profit margin is not a defined term under IFRS.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Change in Revenue
The annual decrease in revenue for the year ended March 31, 2026 compared to the year ended March 31, 2026 was $3,458,700 or 17.4%. Revenue for the year ended March 31, 2026 included $9,631,452 of revenue from deposits that were previously recognized as deferred revenue, and that was recognized during the year due to cancelled contracts. Excluding this revenue, the decrease in revenue from the prior year was 66%. During the year ended March 31, 2026, the Company sold 12 EV Stars, 4 BEAST and 9 Nano BEAST, compared to sales of 48 EV Stars, 34 Type D BEAST and 2 Nano BEAST during the year ended March 31, 2025. The year over year decline in revenue was due to the year over year reduction in vehicle sales, which was partially offset by the recognition of revenue from deferred revenue recognized during the year from cancelled contracts.
The annual decrease in revenue for the year ended March 31, 2025 compared to the year ended March 31, 2024 was $ 19,424,560 or 49.5%. This decrease was the result of 138 fewer vehicles delivered during the year ended March 31, 2025 compared to the prior year due primarily to no sales of EV Star CC's to Workhorse during the year ended March 31, 2025 compared to sales of 105 EV Star CC's in the year ended March 31, 2024, as Workhorse requested that GreenPower pause deliveries of EV Star CC's which Workhorse ordered from GreenPower.
Change in Cost of Sales and Gross Profit and Gross Profit Margin
The annual decrease in cost of sales for the year ended March 31, 2026 compared to the year ended March 31, 2025 was $10,477,185 or 49.5%, due to the reduction in vehicle sales year over year. However, gross profit increased by $7,018,485, or 319.5% over the same period due to $9,631,452 of revenue from deposits that were previously recognized as deferred revenue, and that was recognized in revenue during the year ended March 31, 2026 due to cancelled contracts. Cost of sales also included $988,186 for inventory writedowns. Excluding deferred revenue from cancelled contracts and the inventory writedown from cost of sales, gross profit for the year was $571,837, and the gross profit margin was 8.5%. The reduction in normalized gross profit and gross profit margin year over year was due to the reduction in vehicle sales year over year as production and overhead costs included in cost of sales were allocated to fewer sold vehicles.
The annual decrease in cost of sales for the year ended March 31, 2025 compared to the year ended March 31, 2024 was $16,263,576 or 48.0%, resulting in a decrease in gross profit of $3,160,984 or 59.0%. During the year ended March 31, 2025 GreenPower delivered a total of 84 vehicles compared to 222 in the prior year, a decrease of 138 vehicle deliveries, which caused the reduction in cost of sales. The reduction in gross profit over the year was primarily due to lower sales year over year, and due to negative gross profit at GP Truck Body, an inventory writedown of $530,675 included in cost of sales, and a low gross profit margin at GreenPower West Virginia.
Gross profit margin (defined as gross profit over sales), for the years ended March 2026, 2025 and 2024 was 56.2%, 11.1%, and 13.6% respectively. Excluding $9,631,452 of revenue from deposits that were previously recognized as deferred revenue, and that was recognized during the year ended March 31, 2026 due to cancelled contracts, gross profit margin for the years ended March 2026, 2025 and 2024 was(6.2%), 11.1%, and 13.6% respectively. Gross profit margin declined by 17.3% between March 31, 2026 and March 31, 2025 due primarily to overhead costs overhead costs included in cost sales were allocated to fewer vehicles in the prior year compared to this year. Gross profit margin declined by 2.6% between March 31, 2025 and March 31, 2024 due to negative gross profit at GP Truck Body, combined with a writedown of inventory of $530,675, and a low gross profit margin at GreenPower West Virginia.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Change in Salaries and Administration
The annual reduction in salaries and administration expense for the year ended March 31, 2026 compared to March 31, 2025 was $6,021,306 or 60.7%. The reduction over the year was due to the year over year reduction in employees, as total employees as at March 31, 2026 was 30, compared to 113 at March 31, 2025. The annual increase in salaries and administration expense for the year ended March 31, 2025 compared to the year ended March 31, 2024 was $1,097,934 or 12.5%. The increase over the period was due to salary increases for existing employees, and due to increased labor costs in West Virginia due to the increased number of employees in that subsidiary.
Change in Depreciation
Depreciation expense declined for the year ended March 31, 2026 compared to the year ended March 31, 2025 by $216,984 or 13.1%. This reduction was primarily due to lower year over year depreciation on property and equipment, partially offset by higher year over year depreciation on right of use assets due to a full year of depreciation in the current year on right of use assets that were added during the year ended March 31, 2025.
Depreciation expense declined for the year ended March 31, 2025 compared to the year ended March 31, 2024 by $196,345 or 10.6%. This reduction was primarily due to a reduction in depreciation on right of use assets due to several property leases being re-classified from right of use assets to short term leases with no depreciation driven by non-renewal of expiring contracts, and from certain fixed assets which were fully depreciated during the year ended March 31, 2025, for which depreciation expense was recorded during the year ended March 31, 2024.
Change in Product Development Costs
Product development costs declined by $637,831 or 47.6% between March 31, 2026 and March 31, 2025. The decrease was primarily attributable to a significant reduction in warranty accrual, resulting from the decline in vehicle sales during the year, as the accrual is determined based on a fixed percentage of revenue.
Product development costs declined by $472,272 or 26.1% between March 31, 2025 and March 31, 2024. The decrease was primarily attributable to a significant reduction in warranty accrual, resulting from the decline in sales during the year, as the accrual is determined based on a fixed percentage of revenue. In addition, the decrease reflected lower other product development costs, mainly consisting of vehicle parts and related development expenses.
Change in Share-Based Payments
Share-based payment expense for the year ended March 31, 2026 compared to the year ended March 31, 2025 declined by $617,922 or 68.9%, and for the year ended March 31, 2025 compared to the year ended March 31, 2024 declined by $604,644 or 40.3%.
Share based payment expense is for non-cash stock option grants, where the value of stock option grants are calculated on the date of the grant using the Black Scholes method and recognized in earnings over the stock option's vesting period. The reduction in share-based payment expense was due to no stock option grants in the year ended March 31, 2026, as well as higher calculated values of stock option grants in years prior to March 31, 2025, due to higher share prices in those periods, and the impact the higher share prices have on the value of the stock option grants calculated using the Black Scholes method.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Change in Transportation Costs
The annual decrease in transportation costs for the year ended March 31, 2026 compared to the year ended March 31, 2025 was $56,993 or 21.6%. This decrease was due to a reduction in costs related to shipping vehicles for non-sales purposes.
The annual increase in transportation costs for the year ended March 31, 2025 compared to the year ended March 31, 2024 was $52,081 or 24.5%, primarily due to additional non-sales-related transportation expenses incurred as a result of the company's relocation to the Riverside facility, which took place at the end of the fiscal year.
Change in Interest and Accretion
Interest and accretion expense increased in the year ended March 31, 2026 compared to the year ended March 31, 2025 by $412,336 or 18.9%, and increased in the year ended March 31, 2025 compared to the year ended March 31, 2024 by $621,479 or 40.0%. The change in interest and accretion expense in the year ended March 31, 2026 compared to the prior year was primarily attributable to higher interest rates charged on the Company's line of credit with the Bank of Montreal, which was closed during the year ended March 31, 2026, and due to increases in interest bearing debt outstanding compared to the prior year. The change in interest and accretion expense in the year ended March 31, 2025 compared to the prior year was primarily attributable to higher interest incurred on related party loans, as well as increased utilization of the line of credit facility.
Change in Office Expense
Office expense decreased by $1,189,726 or 94.7% during the year ended March 31, 2026 compared to the prior year and decreased by $350,960 or 21.8% during the year ended March 31, 2025 compared to the prior year. The decrease in office expense during the years ended March 31, 2026 and in March 31, 2025 was primarily due to re-allocation of building costs to Cost of Sales, cost-saving initiatives, a reduction in maintenance and utility expenses at facilities, and lower spending due to the significant reduction in the number of employees during the year ended March 31, 2026, and as the office transitioned into stable, routine operations during the year ended March 31, 2025 compared to the prior year.
Change in Insurance Expense
Insurance expense decreased by $280,456 or 16.2% during the year ended March 31, 2026 compared to the prior year primarily due to a reduction in premiums charged on the Company's insurance policies due to the reduction in employees, fewer leased locations and reductions in auto insurance policy premiums. Insurance expense increased by $11,674 or 0.7% during the year ended March 31, 2025 compared to the prior year, primarily due to slightly higher premiums on renewed insurance policies.
Change in Professional Fees
Professional fees increased by $827,239, or 49.4% during the year ended March 31, 2026 compared to the prior year, and decreased by $253,000 or 13.1% during the year ended March 31, 2025 compared to the prior year. The increase in the year ended March 31, 2026 was primarily due to increased legal costs associated with litigation. The decrease in the year ended March 31, 2025 was primarily due to a reduction in legal fees and other professional services supporting operations, partially offset by an accrual of $310,000 for potential legal judgements.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Change in Sales and Marketing and Travel, Accommodation, Meals and Entertainment
Sales and marketing expense for the year ended March 31, 2026 decreased by $919,203 or 92.1% and travel, accommodation, meals and entertainment expenses decreased by $287,505 or 72.3% compared to the prior year. The decrease in both of these expenses was due to the Company's cost cutting initiatives that included a reduction in the Company's attendance at trade shows, and fewer sales and marketing events compared to the prior year.
Sales and marketing expense for the year ended March 31, 2025 increased by $336,346 or 50.9%, and travel, accommodation, meals and entertainment expenses decreased by $201,420 or 33.6% compared to the prior year. The increase in sales and marketing expense was due to greater investment in promotional activities and campaigns, while the decrease in travel-related expenses was due to fewer in-person events and continued cost control over discretionary spending.
Change in Other Costs
The allowance for credit losses in the year ended March 31, 2026 was $10,528, which was in line with historical allowances as a percentage of AR, however was higher than the prior year where the Company was able to collect amounts that were included in prior year allowances. The allowance for credit losses in the year ended March 31, 2025 decreased by $1,463,239 or 100.8% compared to the prior year, primarily due to the collection of prior year allowances related to overdue customer accounts.
Change in Other Income
The Company did not recognize Other income during the year ended March 31, 2026. Other income of $1,391,746 during the year ended March 31, 2025 was the result of the derecognition of a contingent liability related to the dissolution of Lion Truck Body. Other Income of $306,288 during the year ended March 31, 2024 was the result of a non cash gain from loans from related parties. Changes in other income during each of these years was due to unrelated non-recurring events.
Change in Write Down of Assets
During the years ended March 31, 2026 and 2025, the Company had a write down of assets of $nil. During the year ended March 31, 2024, the Company had a write down of assets of $423,267 from the write down of finance lease receivables with overdue lease payments.
Debt extinguishment costs, income tax recovery and change in fair value of series A convertible preferred shares
During the year ended March 31, 2026 the Company recognized debt extinguishment costs of $1,390,187 associated with the conversion of related party loans into convertible debentures, and a deferred tax recovery of $406,000 for the equity component of convertible debentures. The Company also recognized loss of $497,149 related to the change in fair value of Series A convertible preferred shares. These costs were associated with financing activity during the year ended March 31, 2026, and the Company did not recognize similar costs in the years ended March 31, 2025 or March 31, 2024.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Change in Loss for the Year
The loss for the year ended March 31, 2026 decreased by $13,108,459 or 70.8% compared to the prior year. The decrease in loss for the year was due to the increase in gross profit of $7,018,485, and the reduction in sales, general and administrative costs of $9,377,882, partially offset by increases in other costs.
The loss for the year ended March 31, 2025 increased by $320,652 or 1.7% compared to the prior year. The slight increase in loss was primarily due to a $3,160,984 reduction in gross profit, partially offset by a decrease in selling, general and administrative costs and an increase in other income.
The loss for the year ended March 31, 2024 increased by $3,298,939 or 21.9% compared to the prior year. The majority of this loss was due to a reduction of $1,892,452 in gross profit earned in the current year, with the remainder caused by an increase in selling, general and administrative costs, partially offset by a reduction in interest and accretion.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Changes in Consolidated Statements of Financial Position
The table below illustrates changes in selected components of GreenPower's consolidated financial position as of March 31, 2026 and March 31, 2025, and an explanation of changes in these components.
| (Expressed in US Dollars) | March 31, 2026 |
March 31, 2025 |
Annual Change ($) |
Explanation |
| Cash | $ 328,086 | $ 344,244 | (16,158) | See liquidity and capital resources sections of this report. |
| Accounts receivable, net of allowances | 331,822 | 541,793 | (209,971) | Decrease due to accounts receivable collected during the year and reduced AR due to lower sales. |
| Inventory | 23,825,379 | 25,601,888 | (1,776,509) | Reduction due to sales of finished goods inventory and lower work in process at March 31, 2026. |
| Current assets | 25,313,059 | 27,775,068 | (2,462,009) | Primarily due to reductions in accounts receivable and inventory. |
| Finance lease receivables | 91,927 | 136,928 | (45,001) | Reduction due to de-recognition of finance leases, impairment on finance leases, and lease payments received during the year ended March 31, 2026. |
| Right of use assets | 4,569,336 | 5,479,555 | (910,219) | Due to depreciation recognized during the year. |
| Property and equipment | 718,557 | 1,310,581 | (592,024) | Reduction due to property and equipment disposal. |
| Total assets | 30,688,219 | 35,071,725 | (4,383,506) | Due to reductions in cash, accounts receivable, inventory, right of using assets, finance lease receivables and property and equipment. |
| Line of credit | 1,452,615 | 5,983,572 | (4,530,957) | See liquidity and capital resources sections of this report. |
| Accounts payable and accrued liabilities | 3,891,760 | 3,719,716 | 172,044 | Due to payments to suppliers and for investments in inventory. |
| Deferred revenue | 2,576,050 | 10,138,356 | (7,562,306) | Reduction due recognition of deferred revenues associated with contract cancellations, partially offset by new deposits received. |
| Loans payable to related parties | 619,436 | 4,184,045 | (3,564,609) | Reduction due to conversion of related party loans into Convertible Debentures and Series B convertible preferred shares. |
| Term loan facility | 1,628,858 | - | 1,628,858 | New term loan facility entered into during the year. |
| Revolving term loan facility | 3,591,924 | 3,591,354 | 570 | No change as no principal payments made during the year. |
| Current liabilities | 16,521,504 | 19,668,259 | (3,146,755) | Due to a reduction in line of credit and related party loans; offset by increase in term loan facility. |
| Lease liabilities | 5,552,263 | 6,168,086 | (615,823) | Decrease due to normal repayment and amortization of lease obligation. |
| Contingent liability | - | 310,000 | (310,000) | Reduction due to a settlement agreement reached during the year. |
| Warranty liability | 2,520,459 | 2,565,429 | (44,970) | Decrease due warranty disbursements net of warranty accruals during the year ended March 31, 2026. |
| Convertible debentures | 5,654,279 | - | 5,654,279 | Related party loans issued durig the year, and settled by issuance of convertible debentures; net of equity component. |
| Total liabilities | 29,139,425 | 36,677,691 | (7,538,266) | Due to the decreases in line of credit, accounts payable, deferred revenue, , lease liabilities, current liabilities, warranty liability and loans to related parties, partially offset by increase in term loan facility. |
| Shareholder's equity | 1,548,794 | (1,605,966) | 3,154,760 | Increase in shareholder's equity due to the recognition of deferred revenues associated with contract cancellations, and from the conversion of related party loans into convertible debentures and Series B convertible preferred shares. |
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Cash flows
The following table summarizes cash flows from, and used in, operations, investing, financing, as well as the effect of foreign exchange, for the years ended March 31, 2026, 2025, and 2024:
| For the years ended | |||||||||
| March 31, | March 31, | March 31, | |||||||
| 2026 | 2025 | 2024 | |||||||
| Cash flow (used in) operations | $ | (6,184,341 | ) | $ | (5,988,173 | ) | $ | (1,132,248 | ) |
| Cash flow from (used in) investing | 11,950 | (83,172 | ) | (761,533 | ) | ||||
| Cash flow from financing | 6,105,494 | 5,100,272 | 2,323,833 | ||||||
| Foreign exchange on cash and restricted cash | 50,739 | 164,426 | 120,437 | ||||||
| Net (decrease) increase in | |||||||||
| cash and restricted cash | $ | (16,158 | ) | $ | (806,647 | ) | $ | 550,489 | |
Operating activities
Cash flow used in operating activities amounted to $6.2 million for the year ended March 31, 2026. The Company generated a loss for the year of $5.5 million, which included approximately $5.6 million in non-cash depreciation, share based payments, accretion and accrued interest, foreign exchange gain, allowance for credit losses, debt extinguishment costs, Fair value adjustment to Preferred A shares liability, income tax recovery and other expense. In addition, cash flow was impacted by changes in working capital, including by a reduction in deferred revenue of $7.6 million, partially offset by a net increase of $1.2 million from changes in other working capital items.
Cash flow used in operating activities amounted to $6.0 million for the year ended March 31, 2025. The Company generated a loss for the year of $18.7 million, which included approximately $1.8 million in non-cash depreciation, share based payments, accretion and accrued interest, foreign exchange gain, allowance for credit losses, and other income. In addition, cash flow was generated from changes in working capital, including inventory of $7.9 million, and accounts receivable of $2.3 million, and other factors.
Cash flow used in operating activities amounted to $1.1 million for the year ended March 31, 2024. The Company generated a loss for the year of $18.3 million, which included approximately $6.6 million in non-cash depreciation, share based payments, accretion and accrued interest, foreign exchange gain, allowance for credit losses, other income, and write down of assets. In addition, cash flow was generated from changes in working capital, including inventory of $8.8 million, and accounts receivable of $6.3 million, which were partially offset by a decrease in accounts payable of $4.3 million, and other factors.
Investing activities
Cash flow from investing activities was $11,950 for the year ended March 31, 2026 due to the receipt of $11,950 from restricted deposits.
Cash flow used in investing activities was $83,172 for the year ended March 31, 2025 resulting from $83,172 investments in property, plant and equipment.
Cash flow used in investing activities was $761,533 for the year ended March 31, 2024 resulting from a $400,000 restricted deposit investment for a surety bond and the purchase of $361,533 of property, plant and equipment.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Financing activities
Cash flow from financing activities amounted to $6.1 million for the year-ended March 31, 2026. During the year the Company received loans from related parties that totaled $6.6 million, received proceeds of $2.0 million on a term loan facility, received proceeds of $1.8 million from the issuance of Series A convertible preferred shares, and received proceeds of $0.5 million from sales of shares under the Company's ATM program. These cash flows from financing activities were partially offset by a net repayment of $4.0 million on the Company's line of credit, payments of $0.6m on the Company's lease liabilities, and equity offering costs of $0.1 million.
Cash flow from financing activities amounted to $5.1 million for the year-ended March 31, 2025. During the year the Company received gross proceeds from the issuance of common shares of $5.3 million, received loans from related parties that totaled $1.4 million, drew $1.3 million on its term loan facility, and these amounts were offset by repayment on the Company's line of credit of $1.5 million, payments on the Company's lease liabilities of $0.6 million, and equity issuance costs of $0.9M.
Cash flow from financing activities amounted to $2.3 million for the year-ended March 31, 2024. During the year the Company received gross proceeds from the issuance of shares on its ATM program of $0.5 million, drew $850,974 on the Company's line of credit, drew $2.2 million on its term loan facility, and these amounts were partially offset by $0.4 million repayments on loans to related parties, and principal payments on the Company's lease liabilities.
Quarterly Results of Operations
Three months ended March 31, 2026
For the three-month period ended March 31, 2026 the Company generated revenues of $3,853,969 and cost of sales of $2,593,017 yielding a gross profit of $1,260,952 or 32.7%. Revenue for the quarter included $2,773,645 of revenue from deposits that were previously recognized as deferred revenue, and that was recognized during the quarter due to cancelled contracts. Excluding this revenue, revenue for the quarter was $1,080,324 and was generated from the sale of 3 EV Stars, from parts sales, and from lease revenue. Cost of sales during the quarter was $2,593,017 yielding a gross profit of $1,260,952 or 32.7% of revenue. Cost of sales for the quarter included an inventory write down of $688,186. Excluding deferred revenue from cancelled contracts and the inventory write down from cost of sales, gross profit for the quarter was $(824,507). Total sales, general and administrative costs during the quarter were $1,196,692 and were lower than prior quarters during the year due to the allocation of costs of production to costs of goods sold during the quarter. During the quarter the Company recognized interest and accretion expense of $693,932, financing costs net of financing income of $1,481,336, and a foreign exchange gain of $177,755 resulting in a consolidated net loss of $1,933,253.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Three months ended March 31, 2025
For the three-month period ended March 31, 2025 the Company generated revenues of $4,284,134, cost of sales of $3,823,052 yielding a gross profit of $461,082 or 10.8%, from the sale of 12 EV Star Cargo/ Cargo Plus, 2 EV Stars, 7 BEAST Type D school bus, and 1 Type A Nano BEAST, as well as revenue from truck body manufacturing, revenue from the sale of vehicle parts and service, from vehicle transportation, and revenue from finance and operating leases. Operating costs consist of administrative fees of $2,654,757 relating to salaries, project management, finance, and administrative services; transportation costs of $109,925 which is related to the use of trucks, trailers, contractors as well as other operational costs needed to transport company products around North America; insurance expense of $480,385; travel, accommodation, meals and entertainment costs of $124,950 related to travel for project management, demonstration of company products, and trade shows; product development costs of $329,798; interest and accretion of $518,752; professional fees of $750,894 consisting of legal and audit fees and an accrual for legal judgements of $310,000; as well as non-cash expenses including $63,893 of share-based compensation expense, a recovery of allowance for credit losses of ($134,295), other income of $1,391,746 and depreciation of $376,937. Excluding a foreign exchange gain of $1,836, the remaining operating costs for the period amounted to $122,288 in general corporate expenses, resulting in a consolidated net loss of $3,833,914.
Three months ended March 31, 2024
For the three-month period ended March 31, 2024 the Company generated revenues of $5,092,890, cost of sales of $5,110,399 yielding a gross loss of $17,509 or 0.3%, from the sale of 12 EV Star CC's, 4 EV Star Cargos, 4 EV Star Cargo Plus, 2 EV Stars, 3 BEAST Type D school bus, and 1 Type A Nano BEAST, as well as revenue from truck body manufacturing, revenue from the sale of vehicle parts and service, from vehicle transportation, and revenue from finance and operating leases. Cost of Sales during the period includes an inventory write-down of $478,203, and without this write-down the gross profit margin would have been 9.0%. Operating costs consist of administrative fees of $2,410,230 relating to salaries, project management, finance, and administrative services; transportation costs of $37,439 which related to the use of trucks, trailers, contractors as well as other operational costs needed to transport company products around North America; insurance expense of $461,954; travel, accommodation, meals and entertainment costs of $184,571 related to travel for project management, demonstration of company products, and trade shows; product development costs of $233,986; interest and accretion of $668,282; professional fees of $642,734 consisting of legal and audit fees; as well as non-cash expenses including $124,227 of share-based compensation expense, allowance for credit losses of $1,136,852, other income of $306,288 and depreciation of $504,225. Excluding a foreign exchange gain of $119,272, the remaining operating costs for the period amounted to $635,128 in general corporate expenses, resulting in a consolidated net loss of $6,631,577.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
A summary of selected information for each of the last eight quarters is presented below:
| Three Months Ended | |||||||||||||
| March 31, | December 31, | September 30, | June 30, | ||||||||||
| 2026 | 2025 | 2025 | 2025 | ||||||||||
| Financial results | |||||||||||||
| Revenues | $ | 3,853,969 | $ | 8,495,323 | $ | 2,489,820 | $ | 1,549,467 | |||||
| Loss for the period | (1,933,253 | ) | 4,213,685 | (3,593,359 | ) | (4,163,851 | ) | ||||||
| Basic and diluted earnings/(loss) per share | $ | (0.40 | ) | $ | 1.32 | $ | (1.18 | ) | $ | (1.40 | ) | ||
| Balance sheet data | |||||||||||||
| Working capital (Note 1) | 8,791,555 | 5,762,176 | 6,352,309 | 5,955,259 | |||||||||
| Total assets | 30,688,219 | 30,764,000 | 32,010,466 | 33,334,460 | |||||||||
| Shareholders' equity / (deficiency) | 1,548,794 | (3,158,207 | ) | (8,334,120 | ) | (5,177,496 | ) | ||||||
| Three Months Ended | |||||||||||||
| March 31, | December 31, | September 30, | June 30, | ||||||||||
| 2025 | 2024 | 2024 | 2024 | ||||||||||
| Financial results | |||||||||||||
| Revenues | $ | 4,284,134 | $ | 7,218,897 | $ | 5,347,190 | $ | 2,997,058 | |||||
| Loss for the period | (3,833,914 | ) | (4,739,022 | ) | (4,701,864 | ) | (5,388,648 | ) | |||||
| Basic and diluted earnings/(loss) per share | $ | (0.13 | ) | $ | (1.66 | ) | $ | (1.77 | ) | $ | (2.08 | ) | |
| Balance sheet data | |||||||||||||
| Working capital (Note 1) | 8,106,809 | 12,835,583 | 10,090,572 | 13,919,050 | |||||||||
| Total assets | 35,071,725 | 37,367,033 | 39,374,461 | 43,464,519 | |||||||||
| Shareholders' equity / (deficiency) | (1,605,966 | ) | 2,138,161 | 4,153,826 | 8,600,047 | ||||||||
1) - Working capital defined as Total Current Assets minus Total Current Liabilities
Changes in Quarterly Results
GreenPower's quarterly revenues for the current fiscal year were impacted by the recognition of $9,631,452of revenue from deposits that were previously recognized as deferred revenue, and that was recognized due to cancelled contracts, including $6,857,807 in the quarter ended December 31, 2025, and $2,773,645 in the quarter ended March 31, 2026. Excluding this revenue, the revenue during the quarter ended March 31, 2026 was $1,080,324 and was $1,637,516 during the quarter ended December 31, 2025. Excluding the revenue from deposits that were previously recognized as deferred revenue, and that was recognized due to cancelled contracts, the decline in revenue in each of the 4 quarters ended March 31, 2026 compared to the same quarters in the prior year was due to a total of 25 vehicle deliveries in the current year compared to 84 vehicles delivered in the prior year. Management undertook a series of cost saving initiatives in the current year, including reducing the number of leased properties from 6 to 4, and reducing the number of employees from 113 at March 31, 2025, to 30 as at March 31, 2026. These cost saving initiatives combined with revenue during the year ended March 31, 2026 from deposits that were previously recognized as deferred revenue resulted in year over year improvements in quarterly loss per share, with the exception of March 31, 2026 compared to March 31, 2025, which was due to the inclusion of other income of $1,391,746 in the quarter ended March 31, 2025.
GreenPower's quarterly revenues for the year ended March 31, 2025 reached a peak in the third quarter ended December 31, 2024, and was largely the result of 28 vehicle deliveries, the highest of the year, including 14 BEAST and Nano BEAST school bus deliveries, as these vehicles generate a higher revenue per vehicle than other models. Revenue ranged between $3 million and $5.4 million in the other three quarters, and variances were due to differences in vehicle deliveries and product mix of sales. There was a reduction in quarterly losses from a loss of $5.4 million in the first quarter to a loss of $3.8 million in the fourth quarter. The reduction in quarterly losses in the fourth quarter was primarily the result of a reduction in selling general and administrative expenses over the period and the inclusion of other income of $1,391,746 related to the de-recognition of a contingent liability. Management has implemented a number of initiatives to reduce costs across the organization, and this is expected to continue over the next year.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
The following tables summarize Vehicle Deliveries pursuant to vehicle leases and vehicle sales for the last eight quarters:
| For the three months ended | ||||
| March 31, | December 31, | September 30, | June 30, | |
| 2026 | 2025 | 2025 | 2025 | |
| Vehicle Sales | ||||
| EV Star (Note 1) | 3 | 2 | 5 | 2 |
| Nano BEAST and BEAST school bus | 0 | 4 | 6 | 3 |
| Vehicle Deliveries (Note 2) | 3 | 6 | 11 | 5 |
| For the three months ended | ||||
| March 31, | December 31, | September 30, | June 30, | |
| 2025 | 2024 | 2024 | 2024 | |
| Vehicle Sales | ||||
| EV Star (Note 1) | 14 | 14 | 11 | 9 |
| Nano BEAST and BEAST school bus | 8 | 14 | 11 | 3 |
| Vehicle Deliveries (Note 2) | 22 | 28 | 22 | 12 |
1) Includes various models of EV Stars
2) "Vehicle Deliveries", as reflected above, is a supplementary performance metric, that management believes provides useful information regarding the business activity of the Company during a quarter or year. Vehicle Deliveries is vehicles that have been sold or leased to a customer during a quarter or a year, as determined by management. The models of vehicles included in Vehicle Deliveries will vary over time, such that Vehicle Deliveries in one period may not be comparable to Vehicle Deliveries in another period. Vehicle Deliveries is not a financial metric, and vehicle deliveries is not an indication of the Company's financial performance in a given period. While management considers Vehicle Deliveries to be a useful supplementary performance metric, users are cautioned to consider other factors to evaluate GreenPower's business.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
The following tables summarize Total Cash Expenses for the last eight quarters:
| For the three months ended | |||||||||||||
| March 31, | December 31, | September 30, | June 30, | ||||||||||
| 2026 | 2025 | 2025 | 2025 | ||||||||||
| Total sales, general and administrative costs | $ | 1,196,692 | $ | 2,393,601 | $ | 3,201,298 | $ | 3,946,659 | |||||
| Plus: | |||||||||||||
| Interest and accretion | 693,932 | 710,483 | 612,360 | 571,898 | |||||||||
| Foreign exchange loss/(gain) | (177,755 | ) | 982 | 28,458 | 6,976 | ||||||||
| (Loss) on disposal of equipment | - | - | 24,961 | - | |||||||||
| Less: | |||||||||||||
| Depreciation | (343,664 | ) | (339,219 | ) | (350,080 | ) | (412,166 | ) | |||||
| Share-based payments | 41,174 | (50,875 | ) | (85,701 | ) | (184,144 | ) | ||||||
| (Increase)/decrease in warranty liability | 68,811 | (30,845 | ) | (14,321 | ) | 21,325 | |||||||
| (Allowance) / recovery for credit losses | (15,004 | ) | 37,004 | (25,061 | ) | (7,467 | ) | ||||||
| Total Cash Expenses (Note 1) | $ | 1,464,186 | $ | 2,721,131 | $ | 3,391,914 | $ | 3,943,081 | |||||
| For the three months ended | |||||||||||||
| March 31, | December 31, | September 30, | June 30, | ||||||||||
| 2025 | 2024 | 2024 | 2024 | ||||||||||
| Total sales, general and administrative costs | $ | 5,169,826 | $ | 5,234,644 | $ | 4,584,730 | $ | 5,126,932 | |||||
| Plus: | |||||||||||||
| Interest and accretion | 518,752 | 562,360 | 572,472 | 522,753 | |||||||||
| Foreign exchange loss/(gain) | (1,836 | ) | (3,945 | ) | 4,297 | (39,173 | ) | ||||||
| Less: | |||||||||||||
| Depreciation | (376,937 | ) | (399,440 | ) | (427,978 | ) | (457,758 | ) | |||||
| Share-based payments | (63,893 | ) | (135,677 | ) | (289,893 | ) | (408,005 | ) | |||||
| (Increase)/decrease in warranty liability | (28,507 | ) | (172,996 | ) | (84,307 | ) | 220,271 | ||||||
| (Allowance) / recovery for credit losses | 134,295 | (240,396 | ) | 126,348 | (7,970 | ) | |||||||
| Total Cash Expenses (Note 1) | $ | 5,351,700 | $ | 4,844,550 | $ | 4,485,669 | $ | 4,957,050 | |||||
1) Total Cash Expenses", as reflected above, is a non-IFRS measure which is defined as sales, general and administrative costs plus interest and accretion, plus/(less) foreign exchange loss/(gain), less depreciation, less share-based payments, plus/(less) the decrease/(increase) in warranty liability, plus / (less) the (allowance) / recovery for credit losses, less impairment of assets. Total Cash Expenses is a measure used by management as an indicator of sales, general and administrative, interest and accretion, and foreign exchange costs that excludes the impact of certain non-cash charges. Management believes that Total Cash Expenses provides a measure of cash expenses from the operations of the business. However, Total Cash Expenses is not a measure of financial performance under IFRS and should not be considered a substitute for other financial measures of performance. Total Cash Expenses as calculated by GreenPower may not be comparable to Total Cash Expenses as calculated and reported by other companies.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
The following tables summarize Adjusted EBITDA for the last eight quarters:
| For the three months ended | |||||||||||||
| March 31, | December 31, | September 30, | June 30, | ||||||||||
| 2026 | 2025 | 2025 | 2025 | ||||||||||
| Loss for the period | $ | (1,933,253 | ) | $ | 4,213,685 | $ | (3,593,359 | ) | $ | (4,163,851 | ) | ||
| Plus: | |||||||||||||
| Depreciation | 343,664 | 339,219 | 350,080 | 412,166 | |||||||||
| Interest and accretion | 693,932 | 710,483 | 612,360 | 571,898 | |||||||||
| Share-based payments | (41,174 | ) | 50,875 | 85,701 | 184,144 | ||||||||
| Allowance / (recovery) for credit losses | 15,004 | (37,004 | ) | 25,061 | 7,467 | ||||||||
| Increase/(decrease) in warranty liability | (68,811 | ) | (30,845 | ) | 14,321 | (21,325 | ) | ||||||
| Debt extinguishment costs | 1,390,187 | - | - | - | |||||||||
| Series A convertible preferred shares FV change | 497,149 | - | - | - | |||||||||
| Adjusted EBITDA (Note 1) | $ | 896,698 | $ | 5,246,413 | $ | (2,505,836 | ) | $ | (3,009,501 | ) | |||
| For the three months ended | |||||||||||||
| March 31, | December 31, | September 30, | June 30, | ||||||||||
| 2025 | 2024 | 2024 | 2024 | ||||||||||
| Loss for the period | $ | (3,833,914 | ) | $ | (4,739,022 | ) | $ | (4,701,864 | ) | $ | (5,388,648 | ) | |
| Plus: | |||||||||||||
| Depreciation | 376,937 | 399,440 | 427,978 | 457,758 | |||||||||
| Interest and accretion | 518,752 | 562,360 | 572,472 | 522,753 | |||||||||
| Share-based payments | 63,893 | 135,677 | 289,893 | 408,005 | |||||||||
| Allowance / (recovery) for credit losses | (134,295 | ) | 240,396 | (126,348 | ) | 7,970 | |||||||
| Increase/(decrease) in warranty liability | 28,507 | 172,996 | 84,307 | (220,271 | ) | ||||||||
| Adjusted EBITDA (Note 1) | $ | (2,980,120 | ) | $ | (3,228,153 | ) | $ | (3,453,562 | ) | $ | (4,212,433 | ) | |
1) "Adjusted EBITDA", as reflected above, is a non-IFRS measure, which is defined as loss for the period (for quarterly periods), or loss for the year (for annual periods) plus depreciation, plus interest and accretion, plus share-based payments, plus / (less) the increase / (decrease) in the warranty liability, plus taxes, plus impairment of assets. Adjusted EBITDA is a measure used by management as an indicator of profitability since it excludes the impact of movements in working capital items, certain non-cash charges, and financing costs. Therefore, Adjusted EBITDA gives the investor information as to the cash generated from the operations of a business. However, Adjusted EBITDA is not a measure of financial performance under IFRS and should not be considered a substitute for other financial measures of performance. Adjusted EBITDA as calculated by GreenPower may not be comparable to Adjusted EBITDA as calculated and reported by other companies. The most comparable IFRS measure to Adjusted EBITDA is net income.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Liquidity and Capital Resources
As at March 31, 2026, the Company had a cash balance of $328,086 and working capital, defined as current assets minus current liabilities, of $8,791,555. The Company's line of credit has a maximum credit limit of up to $3,000,000. As at March 31, 2026, the line of credit had a drawn balance of approximately $2 million.
Subsequent to the year ended March 31, 2026,
- Between April 1, 2026 and June 17, 2026 1,351 Series A convertible preferred shares were converted into 1,494,423 common shares of the company, and the Series A convertible preferred share liability of $1,643,214 as at March 31, 2026 was transferred to share capital;
- On June 15, 2026 256,410 common shares were issued to a director of the Company pursuant to the exercise of 256,410 warrants at US$0.78 per share for gross proceeds of $200,000;
- Between July 1, 2026 and July 7, 2026, a total of 100 Series A convertible preferred shares were converted into 88,909 common shares of the Company;
- On June 30, 2026, the Company issued 257,638 common shares at $1.44 per share to pay for $371,000 of accrued interest to June 30, 2026 on convertible debentures to the convertible debenture investors. The convertible debenture investors are related parties and include a company controlled by a director of the Company, and companies controlled by the CEO and director of the Company;
- On June 30, 2026, the Company issued 552 Series B convertible preferred shares to companies controlled by the CEO and director of the Company for the conversion of $524,400 of loans from the same companies;
- On June 30, 2026 the Company issued 1,640 Series B convertible preferred shares to a company controlled by the CEO and director of the Company for the conversion of $1,558,000 of convertible debentures from the same company.
The Company manages its capital structure and makes adjustments to it based on available funds. The Company may continue to rely on additional financings and the sale of its inventory to further its operations and meet its capital requirements to manufacture EV vehicles, expand its production capacity, and further develop its sales, marketing, engineering, and technical resources.
The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon its ability to continue as a going concern. The Company will continue to rely on additional financings to support its operations and fulfill its capital requirements.
Capital Resources
Authorized
The authorized share capital of GreenPower Motor Company Inc. consists of:
- an unlimited number of voting common shares;
- an unlimited number of Series A convertible preferred shares, which have a dividend rate of 9%, are non-voting and are convertible into common shares of the Company;
- an unlimited number of Series B convertible preferred shares, which have a dividend rate of 9% are non-voting and are convertible into common shares of the Company.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Issued Share Capital
As at March 31, 2026, the Company had the following issued common shares and preferred shares outstanding:
- 5,029,291 common shares
- 1,351 Series A convertible preferred shares, with a stated value of $1,351,000, and recorded as a preferred share liability of $1,643,214, including accrued dividends of $21,270;
- 4,200 Series B convertible preferred shares, with a stated value of $4,200,000, and recorded as $3,915,130 in share capital, including accrued dividends of $49,498.
Common Shares
On September 8, 2025 the Company completed a consolidation of its common shares on the basis of ten pre-consolidation common shares for one post-consolidation common share. All references to share and per share amounts in this report have been retroactively restated to give effect to this share consolidation, unless otherwise stated.
During the year ended March 31, 2026, the Company issued a total of 2,080,153 common shares, comprised of the following:
- A total of 907,558 common shares were issued pursuant to the conversion of 754 Series A convertible preferred shares;
- 1,073,792 common shares were issued to companies controlled by the CEO and director of the Company in exchange for providing loans to the Company totaling $4.25 million and for providing a personal guarantee to support the Company's operating line of credit and term loan with CIBC (Note 11, 13, 21);
- 98,803 common shares were issued through the 2025 ATM for gross proceeds of $455,095.
During the year ended March 31, 2025 the Company issued a total of 450,000 common shares:
- During October 2024, 300,000 common shares were issued in an underwritten offering of common shares for gross proceeds of $3,000,000 before deducting underwriting discounts and offering expenses of $483,434;
- During May 2024, 150,000 common shares were issued in an underwritten Unit offering (the "Unit Offering") comprised of 150,000 common shares and warrants to purchase 157,500 common shares for gross proceeds of $2,325,750 before deducting underwriting discounts and offering expenses of $400,774;
During the year ended March 31, 2024, the Company issued a total of 27,453 common shares, including 18,882 shares issued under the 2022 At the Market Offering (ATM), and 8,572 shares from the exercise of options.
At the Market Offering
On March 7, 2025 the Company filed a prospectus supplement to its short form base shelf prospectus, pursuant to which the Company may, at its discretion and from time to time, sell common shares of the Company on the NASDAQ stock exchange for aggregate gross proceeds of up to US$850,000 (the "2025 ATM"). The Company did not sell any shares under the 2025 ATM during the year ended March 31, 2025. During the year ended March 31, 2026 the Company sold a total of 98,803 common shares under the 2025 ATM for gross proceeds of $455,095. The ATM program with Roth Capital Partners, LLC was cancelled on November 13, 2025.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
In September 2022, the Company filed a prospectus supplement to its short form base shelf prospectus, pursuant to which the Company may, at its discretion and from time to time, sell common shares of the Company on the NASDAQ stock exchange for aggregate gross proceeds of up to US$20,000,000 (the "2022 ATM"). The 2022 ATM expired in November 2023 due to the expiry of the then effective short form base shelf prospectus.
During the year ended March 31, 2024, the Company sold 18,882 common shares under the 2022 ATM for gross proceeds of $520,892 before transaction fees. The Company incurred approximately $14,904 in professional fees and other direct expenses in connection with the 2022 ATM, which was included in share issuance costs for the year ended March 31, 2024 (2023 - $216,803).
Series A Convertible Preferred Shares
On November 14, 2025 the Company filed a prospectus supplement to its short form base shelf prospectus under which it offered 754 Series A convertible preferred shares for gross proceeds of $716,300. Concurrent with this public offering, the Company completed a private placement of 425 Series A convertible preferred shares for gross proceeds of $403,750. Net proceeds from the public offering preferred shares and the private placement preferred shares, after taking into account commissions and other direct costs of the offering, was $951,409. The preferred shares have a dividend rate of 9.0%, a stated value of $1,000 per share and are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.975 or b) 95% of the lowest daily VWAP from the previous 5 trading days. On February 27, 2026 the Company completed a private placement of 926 Series A convertible preferred shares for gross proceeds of $879,700. Net proceeds from the private placement of preferred shares, after taking into account commissions and other direct costs of the offering, was $800,715. The Series A preferred shares issued on February 27, 2026 have a stated value of $1,000 per share and are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.4875 or b) 95% of the lowest daily VWAP from the previous 5 trading days. The net proceeds of the Series A preferred shares are recorded as a liability when issued, and the fair value of the liability is calculated at each reporting period with changes in the fair value recorded to the statement of operations and comprehensive loss. The Company recorded lossof $497,149 for the year ended March 31, 2026 related to changes in the fair value of the Series A convertible preferred shares, and recorded $21,270 in accrued dividends on the Series A shares in Other Income. A total of 754 Series A convertible preferred shares were converted into 907,558 common shares of the Company during the year ended March 31, 2026. Subsequent to the end of the reporting period, between April 1, 2026 and June 17, 2026 1,351 Series A convertible preferred shares were converted into 1,494,423 common shares of the company, and the Series A convertible preferred share liability of $1,643,214 as at March 31, 2026 was transferred to share capital. On June 30, 2026 the Company issued the third tranche of 1,500 Series A convertible preferred shares for gross proceeds of $1,425,000. In addition, the Company and the Series A convertible preferred share investor amended the Securities Purchase Agreement dated November 14, 2025 to increase the Series A convertible preferred shares issuable under the Agreement by $2,000,000. Between July 1, 2026 and July 7, 2026, a total of 100 Series A convertible preferred shares were converted into 88,909 common shares of the Company.
Series B Convertible Preferred Shares
During the year ended March 31, 2026, the Company created a new series of Series B convertible preferred shares. A total of 4,200 Series B convertible preferred shares were issued to companies owned by the CEO and director of the Company pursuant to the conversion of $3,865,632 in related party loans issued by these same companies. The Series B convertible preferred shares have a stated value of $1,000 per share and are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.975 or b) 95% of the lowest closing share price from the previous 5 trading days. The Series B convertible preferred shares are recorded as equity on the consolidated statements of financial position of the Company as at March 31, 2026, and accrued dividends on Series B preferred shares to March 31, 2026 are $49,498.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
2023 Plan
Effective February 21, 2023 GreenPower adopted the 2023 Plan which was approved by shareholders at our AGM on March 28, 2023 in order to grant stock options or non-stock option awards to people in the United States. Under the 2023 Plan GreenPower can issue stock options that are considered incentive stock options, which are stock options that qualify for certain favorable tax treatment under U.S. tax laws. Nonqualified stock options are stock options that are not incentive stock options. The aggregate fair market value on the date of grant of Shares with respect to which incentive stock options are exercisable for the first time by an optionee subject to tax in the United States during any calendar year must not exceed US$100,000, or such other limit as may be prescribed by the Internal Revenue Code. Non-stock option awards mean a right granted to an award recipient under the 2023 Plan, which may include the grant of stock appreciation rights, restricted awards or other equity-based awards. The aggregate number of Shares issuable under the 2023 Plan (and all of the Company's other Security-Based Compensation Arrangements) will not exceed 246,760. The 2023 plan received final approval on April 18, 2024.
2022 Plan
Effective April 19, 2022 GreenPower adopted the 2022 Equity Incentive Plan (the "2022 Plan"), which was further ratified and re-approved by shareholders at our AGM on March 27, 2026, and which replaced the 2019 Plan. Under the 2022 Plan the Company can grant equity-based incentive awards in the form of stock options ("Options"), restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs"). RSU's, DSU's and PSU's are collectively referred to as "Performance Based Awards". The 2022 Plan is a Rolling Plan for Options and a fixed-plan for Performance-Based Awards such that the aggregate number of Shares that: (i) may be issued upon the exercise or settlement of Options granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements), shall not exceed 10% of the Company's issued and outstanding Shares from time to time, and (ii) may be issued in respect of Performance-Based Awards granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements) shall not exceed 294,912. No performance-based awards have been issued as at March 31, 2026, March 31, 2025 or March 31, 2024. The 2022 Plan is considered an "evergreen" plan, since Options which have been exercised, cancelled, terminated, surrendered, forfeited or expired without being exercised shall be available for subsequent grants under the 2022 Plan and the number of awards available to grant increases as the number of issued and outstanding Shares increases.
Stock Option Plans from Prior Periods
On May 14, 2019, the Company replaced the 2016 Plan with a Rolling Stock Option Plan (the "2019 Plan"). Under the terms of the 2019 Plan, the aggregate number of Options that can be granted under the 2019 Plan cannot exceed ten (10%) of the total number of issued and outstanding Shares, calculated on a non-diluted basis. The exercise price of options granted under the 2019 Plan may not be less than the minimum prevailing price permitted by the TSXV policies with a maximum term of 10 years. On March 9, 2016, the shareholders approved the previous stock option plan which initially allowed for the issuance of up to 149,154 shares and which was subsequently further increased to allow up to 212,299 shares to be issued under the plan (the "2016 Plan").
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
The Company had the following incentive stock options granted under the 2023 Plan and the 2022 Plan and the 2019 Plan that are issued and outstanding as at March 31, 2026:
| Exercise | Balance | Forfeited | Balance | ||||||||||||||||
| Expiry Date | Price | March 31, 2025 | Granted | Exercised | or Expired | March 31, 2026 | |||||||||||||
| July 3, 2025 | CDN | $ | 49.00 | 643 | - | - | (643 | ) | - | ||||||||||
| November 19, 2025 | US | $ | 200.00 | 30,000 | - | - | (30,000 | ) | - | ||||||||||
| December 4, 2025 | US | $ | 200.00 | 1,500 | - | - | (1,500 | ) | - | ||||||||||
| May 18, 2026 | CDN | $ | 196.20 | 3,245 | - | - | (370 | ) | 2,875 | ||||||||||
| December 10, 2026 | CDN | $ | 164.50 | 42,000 | - | - | (1,000 | ) | 41,000 | ||||||||||
| February 14, 2028 | CDN | $ | 38.00 | 50,250 | - | - | (6,875 | ) | 43,375 | ||||||||||
| March 27, 2029 | CDN | $ | 27.20 | 49,125 | - | - | (3,875 | ) | 45,250 | ||||||||||
| June 28, 2029 | CDN | $ | 14.00 | 2,000 | - | - | - | 2,000 | |||||||||||
| March 14, 2030 | CDN | $ | 7.80 | 79,500 | - | - | (9,875 | ) | 69,625 | ||||||||||
| Total outstanding | 258,263 | - | - | (54,138 | ) | 204,125 | |||||||||||||
| Total exercisable | 168,138 | 194,675 | |||||||||||||||||
| Weighted Average | |||||||||||||||||||
| Exercise Price (CDN$) | $ | 79.48 | $ | - | $ | - | $ | 173.15 | $ | 52.71 | |||||||||
| Weighted Average Remaining Life | 3.2 years | 2.6 years | |||||||||||||||||
As at March 31, 2026, there were 298,004 stock options available for issuance under the 2023 and 2022 plan and 502,929 performance-based awards available for issuance under the 2023 Plan and the 2022 Plan.
During the year ended March 31, 2026, no stock options were granted by the Company and none of the Company's stock options were exercised.
During the year ended March 31, 2026, 54,138 options were forfeited or expired. During the year ended March 31, 2026, previously recognized share-based compensation expense of $69,916 was reversed due to stock options that were forfeited or expired (2025 - $260,860). During the year ended March 31, 2026, the Company incurred share-based compensation expense with a measured fair value of $349,462 (2025 - $897,468; 2024 -$1,502,112). The fair value of the options granted and vested were recorded as share-based payments on the Consolidated Statements of Operations. Subsequent to the end of the reporting period, between April 1, 2026 and June 29, 2026, 4,825 stock options exercisable at a weighted average exercise price of CDN $146.15 expired or were forfeited.
As at March 31, 2026 the company had the following warrants outstanding:
| Exercise | Balance | Forfeited | Balance | ||||||||||||||
| Issue date | Expiry date | price (US$) | 31-Mar-25 | Granted | Exercised | or expired | 31-Mar-26 | ||||||||||
| May 9, 2024 | May 9, 2027 | 18.2 | 157,500 | - | - | - | 157,500 | ||||||||||
| Oct 30, 2024 | Oct 30, 2027 | 12.5 | 15,000 | - | - | - | 15,000 | ||||||||||
| Wednesday, May 14, 2025 | Friday, May 14, 2027 | 4.6 | - | 108,696 | - | - | 108,696 | ||||||||||
| Wednesday, May 28, 2025 | Friday, May 28, 2027 | 4.4 | - | 56,819 | - | - | 56,819 | ||||||||||
| Friday, June 6, 2025 | Sunday, June 6, 2027 | 4.4 | - | 34,091 | - | - | 34,091 | ||||||||||
| Friday, June 27, 2025 | Sunday, June 27, 2027 | 3.8 | - | 26,316 | - | - | 26,316 | ||||||||||
| Friday, July 4, 2025 | Sunday, July 4, 2027 | 4.1 | - | 30,488 | - | - | 30,488 | ||||||||||
| Tuesday, January 6, 2026 | Saturday, January 6, 2029 | 0.78 | - | 3,205,128 | - | - | 3,205,128 | ||||||||||
| Monday, January 12, 2026 | Friday, January 12, 2029 | 1.24 | - | 2,016,129 | - | - | 2,016,129 | ||||||||||
| Total | 172,500 | 5,477,667 | - | - | 5,650,167 |
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Subsequent to the end of the reporting period, on June 15, 2026, 256,410 common shares were issued to a director of the Company pursuant to the exercise of 256,410 warrants at US$0.78 per share for gross proceeds of $200,000.
Investing Activities
For the year ended March 31, 2025
See the Operations and Capital Resources sections above for a summary of the Company activities during the year ended March 31, 2026.
Off-Balance Sheet Arrangements
As of the date of this filing, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed.
Related Party Transactions
A summary of compensation and other amounts paid to directors, officers and key management personnel is as follows:
| For the Years Ended | |||||||||
| Tuesday, March 31, 2026 | Monday, March 31, 2025 | Sunday, March 31, 2024 | |||||||
| Salaries and Benefits (1) | $ | 562,105 | $ | 551,410 | $ | 562,160 | |||
| Consulting fees (2) | 505,000 | 566,042 | 541,623 | ||||||
| Non-cash Options Vested (3) | 208,620 | 632,493 | 874,321 | ||||||
| Total | $ | 1,275,725 | $ | 1,749,945 | $ | 1,978,104 | |||
1) Salaries and benefits incurred with directors and officers are included in Salaries and administration on the Consolidated Statements of Operations and Comprehensive Loss.
2) Consulting fees included in Salaries and administration on the Consolidated Statements of Operations and Comprehensive Loss are paid to the Chairman and CEO for management consulting services, and includes Director's Fees paid to GreenPower's four independent directors.
3) Amounts recognized for related party stock-based compensation are included in Share-based payments on the Consolidated Statements of Operations.
Accounts payable and accrued liabilities as at March 31, 2026 includes $36,695 (March 31, 2025 - $454,894) owed to officers, directors, and companies controlled by officers and directors, and shareholders, which is non-interest bearing, unsecured and has no fixed terms of repayment.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
During the year ended March 31, 2026 the Company received the following loans from related parties. Principal and interest on these loans were converted into convertible debentures during the year.
- On May 13, 2025, the Company announced a term loan offering of up to $2,000,000 from several related party lenders. During the year ended March 31, 2026, the Company entered into five tranches under the term loan offering for gross proceeds of $1.75 million.
- On January 6, 2026 the Company received two term loans of $2.5 million each, for $5 million in total, from two family offices that are Related Parties.
As at March 31, 2026 the loans from related parties recorded in long term liabilities totaled $519,436 and was comprised of principal and accrued interest on loans from Koko Financial Services and 0851433 BC Ltd.
During the year ended March 31, 2026, the Company granted 5,477,667 warrants to companies that are beneficially owned by directors and an officer of the Company as a bonus for providing loans to the Company and for providing personal guarantees on the Company's line of credit and term loan facility:
- On May 14, 2025 the Company granted 54,348 warrants convertible into common shares at $4.60 per share to FWP Acquisition, a company beneficially owned by the CEO and director of the Company;
- Between May 14, 2025 and January 12, 2026, the Company granted 5,423,319 warrants convertible into common shares at prices ranging from $0.78 per share to $4.60 per share to Countryman, a company beneficially owned by a director of the Company.
During the year ended March 31, 2026 a total of 1,073,792 common shares were issued to companies controlled by the CEO and director of the Company in exchange for providing loans to the Company totaling $4.25 million and for providing a personal guarantee to support the Company's operating line of credit and term loan with CIBC.
On January 22, 2026, the Company converted $7 million of principal and accrued interest from loans from related parties into convertible debentures (Note 14). $3,459,000 of principal of the convertible debentures are with Countryman Investments Ltd. ("Countryman"), a company beneficially owned by a director, $3,432,945 are with FWP Acquisition Corp. ("FWP Acquisition"), and $108,045 are with Koko Financial Services Inc. ("Koko), both of which companies are beneficially owned by the Chairman and CEO of the Company.
During the year ended March 31, 2026 the Company issued 4,200 Series B convertible preferred shares to 0851433 B.C. Ltd., FWP Holdings LLC, and FWP Acquisition, all of which are companies beneficially owned by the CEO and director of the Company pursuant to the conversion of $3,990,000 in principal and accrued interest on related party loans issued by these same companies.
During the year ended March 31, 2025, the Company received loans totaling CAD $475,000 from FWP Holdings LLC ("FWP Holdings"), USD$250,000 from Koko Financial Services Inc. ("Koko"), and CAD$675,000 from 0851433 BC Ltd. FWP Holdings, Koko, and 08551433 BC Ltd. are all beneficially owned by the CEO and Chairman of the Company. The loans bear interest at 12.0% per annum plus such additional bonus interest, if any, as may be agreed to and approved by GreenPower's Board of Directors at a later date. Loans from FWP Holdings with a principal balance of CAD $3,670,000 matured on March 31, 2023 however the principal balance remained outstanding as at March 31, 2025. The Company agreed to grant FWP Holdings a general security assignment on the assets of GreenPower Motor Company Inc., which will be subordinated to any security assignment of senior lenders.
During the quarter ended March 31, 2025 the Company received advances of $150,000 from Koko and CAD$50,000 from FWP Acquisition Corp. that were unsecured and non-interest bearing and were repaid during the year ended March 31, 2026. In addition, the Company received a further advance of $100,000 from Brendan Riley, President of the Company, during the year ended March 31, 2025 that is unsecured and non-interest bearing, and remains outstanding as at March 31, 2026 and is included in loans payable to related parties.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
A non-cash gain of $306,288 was included in Other Income during the year ended March 31, 2024 related to the revaluation of related party loans during the year.
New and Amended Standards
Adoption of accounting standards
Certain new accounting standards have been published by the IASB or the IFRS Interpretations Committee that are effective for annual reporting periods beginning on or after January 1, 2025. These changes were reviewed by management and did not cause a change to the Company's financial statements.
Future accounting pronouncements
Certain new accounting standards and interpretations have been published by the IASB that are not mandatory for the March 31, 2026 reporting period, as summarized in the following table:
| Mandatorily effective for periods beginning on or after January 1, 2026 | Mandatorily effective for periods beginning on or after January 1, 2027 |
| IFRS 7 and IFRS 9 - Amendments to the Classification and measurement of Financial Instruments (effective Jan 1, 2026) | IFRS 18 - Presentation and Disclosure in Financial Statements (effective Jan 1, 2027) |
| IFRS 1, IFRS 7, IFRS 9, IFRS 10, IAS 7 - Annual improvements to IFRS accounting standards (effective Jan 1, 2026) | IFRS 19 - Subsidiaries without Public Disclosures (effective Jan 1, 2027) |
| IFRS 7 and IFRS 9 - Contracts referencing nature-dependent electricity (effective Jan 1, 2026) | IAS 21 The Effects of Changes in Foreign Exchange Rates (Future developments in chapter 2.10) (effective Jan 1, 2027) |
The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective. The Company has not early adopted any of these standards and is currently evaluating the impact, if any, that these standards might have on its consolidated financial statements.
Internal Controls over Financial Reporting
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining disclosure controls and procedures (DC&P) (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the U.S. Securities and Exchange Act of 1934 and under National Instrument 52-109). Management evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026.
Based on the evaluation performed as of March 31, 2026, management has concluded that the Company maintained effective internal control over financial reporting.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the U.S. Securities and Exchange Act of 1934 and under National Instrument 52-109.
A company's internal control over financial reporting is a process designed by, or under the supervision of, its Chief Executive Officer and Chief Financial Officer, and effected by such company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
- pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
- provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2026, based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that the Company maintained effective internal control over financial reporting as of March 31, 2026.
Attestation Report of the Registered Public Accounting Firm
This MD&A does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report is not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this Annual Report.
Changes In Internal Control Over Financial Reporting
During our fourth quarter and year ended March 31, 2026, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and NI 52-109) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Limitation on Effectiveness Controls and Procedures
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting.
Critical Accounting Estimates and Judgements
The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to critical accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstance.
Critical accounting judgements
i. The determination of the functional currency of the Company and of each entity within the consolidated Company.
ii. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern.
iii. The determination that a portion of loans payable to related parties and convertible debentures issued to related parties outstanding as at March 31, 2026 is a non-current liability.
iv. The determination that the convertible debentures have both an equity and a debt component.
v. The determination that the Series A convertible preferred shares are recorded as a liability due to features that are outside of the Company's control that may require repayment of the Series A preferred shares.
Critical accounting estimates and assumptions
i. The determination of the discount rates used to discount finance lease receivables and lease liabilities.
ii. The estimated accrual rate for the warranty provision on the sale of all-electric vehicles.
iii. The classification of leases as either financial leases or operating leases.
iv. The determination of an allowance for doubtful accounts on the Company's trade receivables.
v. The estimate of the useful life of equipment.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
vi. The estimate of the net realizable value of inventory.
vii. Estimates underlying the recognition of proceeds from government vouchers and grants.
viii. Estimates underlying the determination of the carrying value of the West Virginia lease liability and right of use asset.
ix. Estimates underlying the calculation of deferred income tax assets and deferred income tax recovery.
x. The determination of overheads to be allocated to inventory and charged to cost of sales.
xi. The determination of the valuation of warrants, to be recognized in earnings over the term of the warrant
Financial Instruments
The Company's financial instruments consist of cash, accounts receivable, promissory note receivable, finance lease receivables, line of credit, loans payable to related parties, term loan, accounts payable and accrued liabilities, other liabilities, and lease liabilities.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities;
Level 2: Inputs other than quoted prices that are observable for the asset or liabilities either directly or indirectly; and
Level 3: Inputs that are not based on observable market data
The fair value of the Company's financial instruments approximates their carrying value, other than the Series A convertible preferred share liability which is measured using level 2 inputs.
The Company has exposure to the following financial instrument related risks.
Credit risk
The Company's exposure to credit risk is on its cash, accounts receivable, and on its finance lease receivables. The maximum exposure to credit risk is their carrying amounts in the consolidated statement of Financial Position. Cash consists of cash bank balances held in major financial institutions in Canada and the United States with a high credit quality and therefore the Company is exposed to minimal risk. The Company assesses the credit risk of its account receivable and finance lease receivables at each reporting period end and on an annual basis. During the year ended March 31, 2026 the Company recognized an allowance / (recovery) for doubtful accounts, net of payments collected, of $10,528 (2025 - ($12,277)).
Liquidity risk
The Company tries to ensure that there is sufficient capital in order to meet short-term business requirements, after taking into account the Company's cash balances and available liquidity on the Company's $3 million operating line of credit. The Company's cash is invested in bank accounts at major financial institutions in Canada and the United States and is available on demand. The continuation of the Company as a going concern is dependent on future cash flows from operations including the successful sale and manufacture of electric vehicles to achieve a profitable level of operations and obtaining necessary financing to fund ongoing operations. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern. The Company will continue to rely on additional financings to further its operations and meet its capital requirements.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
The following table summarizes the Company's undiscounted financial commitments by maturity as at March 31, 2026:
| March 31, 2026 | Less than 3 months | 3 to 12 months | One to five years | Thereafter | ||||||||
| Line of credit (Note 1) | $ | 2,008,708 | $ | - | $ | - | $ | - | ||||
| Accounts payable and accrued liabilities | 3,891,760 | - | - | - | ||||||||
| Loans payable to related parties | 100,000 | - | 519,436 | - | ||||||||
| Lease liabilities | 347,735 | 970,963 | 4,542,726 | 1,589,481 | ||||||||
| Revolving term loan facility | - | 3,591,924 | - | - | ||||||||
| Term loan facility (Note 2) | 2,000,000 | - | - | - | ||||||||
| Series A convertible preferred share liability (Note 3) | 1,643,214 | - | - | - | ||||||||
| Convertible debentures | - | - | 7,000,000 | - | ||||||||
| Other liabilities | 2,142 | 6,425 | - | - | ||||||||
| $ | 9,993,559 | $ | 4,569,312 | $ | 12,062,162 | $ | 1,589,481 |
(1) GreenPower's operating line of credit with the Canadian Imperial Bank of Commerce (CIBC) is repayable on demand and is therefore recorded as a current liability with less than 3 months to maturity. GreenPower remains in compliance with the financial covenant under the facility and since inception of the loan.
(2) GreenPower's Term loan facility with the Canadian Imperial Bank of Commerce (CIBC) is repayable on demand and is therefore recorded as a current liability with less than 3 months to maturity.
(3) GreenPower's Series A convertible preferred shares are classified as a current liability as, under certain events that are outside the control of the company, they may become repayable. All of the Series A preferred shares outstanding as at March 31, 2026 have been converted into common shares as at the date of this report.
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange. The Company is exposed to interest rate risk with respect to its Line of Credit. The Company is exposed to foreign exchange risk as it conducts business in both the United States and Canada. Management monitors its foreign currency balances, but the Company does not engage in any hedging activities to reduce its foreign currency risk.
As at March 31, 2026, the Company was exposed to currency risk through the following financial assets and liabilities in CDN Dollars.
| CAD | |||
| Cash | $ | 21,287 | |
| Accounts Receivable | $ | (7 | ) |
| Prepaids and deposits | $ | 10,988 | |
| Finance Lease Receivable | $ | 26,771 | |
| Accounts Payable and Accrued Liabilities | $ | (327,969 | ) |
| Related Party Loan | $ | (300,137 | ) |
The CDN/USD exchange rate as at March 31, 2026 was $0.7174 (March 31, 2025 - $0.6956). Based on the net exposure and assuming all other variables remain constant, a 10% change in the appreciation or depreciation of the Canadian dollar relative to the US dollar would result in a change of approximately $40,825 to comprehensive income/loss.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Outlook
For the immediate future, the Company intends to:
- Evaluate and consider entering into new sources of financing to fund the business;
- Complete production and delivery of several models of EV Stars and BEAST school buses currently in various stages of production;
- Deliver the remaining vehicles in finished goods inventory;
- Consider additional ways to reduce costs in the Company's operations;
- Implement a strategy to mitigate the impact of tarrifs on the company's business, wherever possible.
Capitalization and Outstanding Security Data
The following table summarizes the Company's outstanding common shares, warrants and stock options as at March 31, 2026 and as of the date of this report:
| March 31, 2026 | July 7, 2026 | |||||
| Common shares | 5,029,291 | 7,126,671 | ||||
| Stock options convertible into common shares | 204,125 | 199,300 | ||||
| Warrants convertible into common shares | 5,650,167 | 5,393,757 | ||||
| 10,883,583 | 12,719,728 |
The following table summarizes the Company's outstanding Series A convertible preferred shares and Series B convertible preferred shares as at March 31, 2026 and as of the date of this report:
| March 31, 2026 | July 7, 2026 | Stated Value per share |
Dividend Rate |
|||||||||
| Series A | 1,351 | 1,400 | $ | 1,000 | 9.0% | |||||||
| Series B | 4,200 | 6,392 | $ | 1,000 | 9.0% | |||||||
| 5,551 | 7,792 | $ | 1,000 | 9.0% |
Risk Factors
Investing in the common shares of the Company involves risk. Prospective investors should carefully consider the risks described below, together with all of the other information included in this MD&A before making an investment decision. If any of the following risks actually occurs, the business, financial condition or results of operations of the Company could be harmed. In such an event, the trading price of the common shares could decline and prospective investors may lose part or all of their investment.
Operational Risk
The Company is exposed to many types of operational risks that affect all companies. Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and/or systems. Operational risk is present in all of the Company's business activities, and incorporates exposure relating to fiduciary breaches, product liability claims, product recalls, regulatory compliance failures, legal disputes, business disruption, technology failures, business integration, damage to physical assets, employee safety, dependence on suppliers, foreign exchange fluctuations, insurance coverage and rising insurance costs. Such risks also include the risk of misconduct, theft or fraud by employees or others, unauthorized transactions by employees, operational or human error or not having sufficient levels or quality of staffing resources to successfully achieve the Company's strategic or operational objectives. The occurrence of an event caused by an operational risk that is material could have a material adverse effect on the Company's business, financial condition, liquidity and operating results.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Reliance on Management
The Company is relying solely on the past business success of its directors and officers. The success of the Company is dependent upon the efforts and abilities of its directors, officers and employees. The loss of any of its directors, officers or employees could have a material adverse effect upon the business and prospects of the Company.
Related Party Ownership of our Common Shares and Securities Convertible into Common Shares
As at March 31, 2026 the Company had 5,029,291 common shares outstanding. Of these shares, 1,364,605, or 27.1% of the total shares outstanding were owned directly or through companies under the control of the CEO and director of the Company, and an additional 287,310 or 5.7% of the total shares outstanding were owned directly or through companies under the control of a director of the Company. In addition, as at March 31, 2026 companies controlled by the CEO and director owned 4,200 Series B convertible preferred shares with a stated value of $4.2 million, as well as 54,348 warrants and 24,500 stock options, all of which are convertible into common shares of the Company. As at March 31, 2026 companies controlled by a director of the Company owned 5,423,319 warrants and 24,500 stock options that are convertible into common shares of the Company. On an undiluted basis, the common share ownership of these related parties is significant, and if all of the securities convertible into common shares of the Company were exercised by these related parties, these related parties would control the majority of the common shares of the Company.
Competition in the Industry
The Company faces competition from a number of existing manufacturers of all-electric medium and heavy-duty vehicles and buses, as well as manufacturers of traditional medium and heavy-duty vehicles. The Company competes in the zero-emission, or alternative fuel segment of this market. Several of the company's competitors, both publicly listed and privately owned, have raised or have access to a significant amount of capital to invest in the growth and development of their businesses which has increased the competitive threat from several well-capitalized competitors. In addition to existing competitors in various market segments, there is the potential for future competitors to enter the market.
Reliance on Key Suppliers
Our products contain numerous purchased parts which we source globally directly from suppliers, some of which are single-source suppliers, although we attempt to qualify and obtain components from multiple sources whenever feasible. Any significant increases in our production may require us to procure additional components in a short amount of time, and in the past we have also replaced certain suppliers because of their failure to provide components that met our quality control standards or our timing requirements. There is no assurance that we will be able to secure additional or alternate sources of supply for our components or develop our own replacements in a timely manner, if at all. If we encounter unexpected difficulties with key suppliers, and if we are unable to fill these needs from other suppliers, we could experience production delays and potential loss of access to important technology and parts for producing, servicing and supporting our products.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Tariffs on Imported Goods
GreenPower sources components and parts to build its all-electric vehicles from suppliers globally, utilizes contract manufacturers located outside of North America for a portion of its all-electric vehicle production, and the importation of these parts, components and vehicles to North America are subject to tariffs which have recently increased and may increase further. The current US administration has significantly increased tariffs on US imports from virtually every country in the world. These tariffs have been in many cases amended, postponed, or changed in other ways since their initial announcements, and this has resulted in uncertainty over the quantum and duration of tariffs, and this lack of clarity has made it difficult to manage and mitigate the impacts of tariffs. The increase in and lack of clarity regarding tariffs on electric vehicles and certain parts and components used in the manufacture of electric vehicles that are imported to the United States from suppliers globally has increased costs for GreenPower, and led to delays on the processing and inspection of imported goods to the United States. The increased tariffs and importation delays has increased GreenPower's costs and has negatively impacted the financial results of the Company. While GreenPower's management is taking steps to mitigate the impact of planned tariff increases, including sourcing new manufacturers and contract manufacturers for certain products, this transition will take time, is subject to a number of risks, and GreenPower may not be able to mitigate the impact of any change in tariffs due to these risks.
No Dividend Payment History
The Company has not paid any dividends and may not produce earnings or pay dividends in the immediate or foreseeable future.
Sales, Marketing, Government Grants and Subsidies
Presently, the initial price of the Company's products are higher than a traditional diesel bus and certain grants and subsidies are available to offset these higher prices. These grants and subsidies include but are not limited to the New Jersey Zero Emission Incentive Program ("NJZIP") operated by the New Jersey Economic Development Authority ("NJEDA") the CleanBC Program funded by the Province of British Columbia, Canada, the Incentives for Medium and Heavy-Duty Zero Emission Vehicles ("iMHZEV") program operated by the Canadian federal government which closes on September 30, 2026, the clean trucks NYSERDA program, the New York School Bus Incentive Program for the state of New York, the EPA Clean School Bus Program, the South Coast AQMD funding in California, Federal Transit Authority funding for eligible transit properties across the US, and VW Mitigation Trust Funds allocated to programs throughout the US. GreenPower is currently responding to requests for information from CARB and from the California Attorney General, and while the state is undertaking this investigation it has suspended HVIP incentives to GreenPower. GreenPower has been responding to the requests for information, and GreenPower's vehicles continue to be listed as eligible vehicles under the HVIP program, however the suspension of HVIP incentives to GreenPower has negatively impacted the Company, and the timing of when the Company will be eligible to receive HVIP incentives, if at all, is uncertain. The ability for potential purchasers to receive funding from these programs is subject to the risk of government changes to the program, including changing or removing GreenPower's eligibility for the program, the risk of the delay in the timing of advancing funds to the specific programs, or the risk of program funding being cut or otherwise not available. To the extent that program funding is not approved, or if the funding is approved but timing of advancing of funds is delayed, subject to cancellation, or is otherwise uncertain, this could have a material adverse effect on our business, financial condition, operating results and prospects
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Litigation and Legal Proceedings
The Company filed a civil claim against the prior CEO and Director of the Company in the Province of British Columbia in 2019, and the prior CEO and Director of the Company has filed a response with a counterclaim for wrongful dismissal in the Province of British Columbia. The prior CEO and Director of the Company also filed a similar claim in the state of California in regards to this matter, and this claim has been stayed pending the outcome of the claim in British Columbia. There has not been a resolution on the British Columbia claim or counterclaim, or the California claim as at March 31, 2026. During April 2023, the Company repossessed 28 EV Stars and 10 EV Star CC's after a lease termination due to non-payment. During May 2023 this customer filed a claim in the state of California against the Company and a subsidiary. As of March 31, 2026 GreenPower entered into a settlement agreement under which GreenPower agreed to transfer four used vehicles to the customer to resolve this dispute. The vehicles were transferred to the customer subsequent to the end of the reporting period and the Company has recorded an accrual for the value of these vehicles. GreenPower is currently defending itself against claims brought against the Company by former employees in West Virginia. Certain of these claims have resulted in default judgements against GreenPower, and a court order preventing the company from delivering vehicles outside of the state. The court order has had a negative impact on the Company's cash flow and ability to continue operations in the state. The Company has filed a motion to set aside the default judgements and court order, however there is no guarantee that the company will be successful. GreenPower has not booked a contingency for these claims or judgements as at March 31, 2026.
Current requirements and regulations may change or become more onerous
The Company's products must comply with local regulatory and safety requirements in order to be allowed to operate within the relevant jurisdiction or to qualify for funding. These requirements are subject to change and one regulatory environment is not indicative of another. GreenPower's ability to maintain its compliance with local regulatory and safety requirements is subject to change, and non-compliance with these regulations and requirements may have a material negative impact on the Company's business, financial results and financial position.
Cybersecurity risks
Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business. The Company has not experienced a cybersecurity incident and has therefore not been affected by its exposure to cybersecurity risks. However, our business and operations may be materially adversely affected in the event of computer system failures or security or breaches due to cyber-attacks or cyber intrusions, including ransomware, phishing attacks and other malicious intrusions.
Provision for Warranty Costs
The Company offers warranties on the medium and heavy-duty vehicles and buses it sells. Management estimates the related provision for future warranty claims based on historical warranty claim information as well as recent trends that might suggest past cost information may differ from future claims. Factors that could impact future warranty claims include the success of the Company's productivity and quality initiatives as well as parts and labor costs. Actual warranty expense could differ from the provisions which are estimated by management, and these differences could be material and may negatively impact the company's financial results and financial position.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the year ended March 31, 2026 Discussion dated: July 7, 2026 |
Reliance on Shipping
We rely on global shipping for vehicles that we produce at contract manufacturers, and for certain parts and components sourced from our global network of suppliers. Shipping costs can be volatile, and the Company has experienced shipping delays which has delayed deliveries in parts and components from our global suppliers, and deliveries of vehicles arriving from our contract manufacturers. While these delays and cost increases are not currently at a level that they have caused a material disruption or negative impact to our profitability, these delays and costs may increase to a point that they may negatively impact our financial results and ability to grow our business.
Events after the reporting period
Subsequent to the end of the reporting period:
- Between April 1, 2026 and July 3, 2026, 4,825 stock options exercisable at a weighted average exercise price of CDN $146.15 per share expired or were forfeited;
- On June 30, 2026 the Company issued the third tranche of 1,500 Series A convertible preferred shares for gross proceeds of $1,425,000. In addition, the Company and the Series A convertible preferred share investor amended the Securities Purchase Agreement dated November 14, 2025 to increase the Series A convertible preferred shares issuable under the Agreement by $2,000,000;
In addition, subsequent to the end of the reporting period, the Company completed the following transactions which each increased the share capital of the Company:
- Between April 1, 2026 and June 17, 2026 1,351 Series A convertible preferred shares were converted into 1,494,423 common shares of the Company, and the Series A convertible preferred share liability of $1,643,214 as at March 31, 2026 was transferred to share capital;
- Between July 1, 2026 and July 7, 2026, a total of 100 Series A convertible preferred shares were converted into 88,909 common shares of the Company;
- On June 15, 2026, 256,410 common shares were issued to a company controlled by a director of the Company pursuant to the exercise of 256,410 warrants at US$0.78 per share for gross proceeds of $200,000;
- On June 30, 2026, the Company issued 257,638 common shares at $1.44 per share to pay for $371,000 of accrued interest to June 30, 2026 on convertible debentures to the convertible debenture investors. The convertible debenture investors are related parties and include a company controlled by a director of the Company, and companies controlled by the CEO and director of the Company;
- On June 30, 2026, the Company issued 552 Series B convertible preferred shares to companies controlled by the CEO and director of the Company for the conversion of $524,400 of loans from the same companies;
- On June 30, 2026 the Company issued 1,640 Series B convertible preferred shares to a company controlled by the CEO and director of the Company for the conversion of $1,558,000 of convertible debentures from the same company.
Further information about the Company and its operations can be obtained from www.sedarplus.com and www.sec.gov/edgar/search/
GreenPower Motor Company Inc.
Annual Information Form
For the Period Ended March 31, 2026
Dated July 9, 2026
TABLE OF CONTENTS
ANNUAL INFORMATION FORM
In this Annual Information Form (this "AIF"), unless otherwise noted or the context indicates otherwise, references to the "Company", "we", "us", "our" and "GreenPower" refer to GreenPower Motor Company Inc.
All financial information in this AIF is prepared in Canadian dollars, unless otherwise indicated. The information contained herein is dated as of July 8, 2026 unless otherwise stated.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This AIF contains certain information that may constitute forward‐looking information and forward‐looking statements as such terms are defined under applicable Canadian securities laws (collectively, the "Forward‐Looking Statements") which are based on management's current internal expectations, estimates, projections, assumptions and beliefs. Forward-Looking Statements can be identified by the use of forward‐looking terminology such as "expect", "likely", "may", "will", "should", "intend", "anticipate", "potential", "proposed", "estimate", and other similar words, including negative and grammatical variations thereof. The Forward-Looking Statements may include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance and other statements that are not statements of fact. The Forward‐Looking Statements are made only as of the date of this AIF. The Forward‐Looking Statements include, but are not limited to, statements with respect to:
- the intentions, plans and future actions of the Company;
- statements relating to the business and future activities of the Company;
- anticipated developments in operations of the Company;
- market position, ability to compete and future financial or operating performance of the Company;
- the timing and amount of funding required to execute the Company's business plans;
- capital expenditures;
- the effect on the Company of any changes to existing or new legislation or policy or government regulation;
- the availability of labour;
- requirements for additional capital;
- goals, strategies and future growth;
- the adequacy of financial resources; and
- expectations regarding revenues, expenses and anticipated cash needs.
The actual results, performance or achievements of the Company could differ materially from those anticipated in the Forward-Looking Statements as a result of the risk factors set forth below and under the heading "Risk Factors", including, but not limited to, risks related to: (i) the Company's ability to generate sufficient cash flow from operations and obtain financing, if needed, on acceptable terms or at all; (ii) general economic, financial market and regulatory conditions in which the Company operates; (iii) the yield from the Company's operations; (iv) consumer interest in the Company's products; (v) competition; (vi) anticipated and unanticipated costs; (vii) government regulation of the Company's products and operations; (viii) the timely receipt of any required regulatory approvals; (ix) the Company's ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; (x) the Company's ability to conduct operations in a safe, efficient and effective manner; and (xi) the Company's plans and timeframe for completion of such plans.
Readers are cautioned that these factors are difficult to predict and that the assumptions used in developing the Forward-Looking Statements may prove to be incorrect. Readers are also cautioned that the list of risk factors contained in this AIF is not exhaustive. Accordingly, readers are cautioned that the Company's actual results may vary from the Forward-Looking Statements, and the variations may be material.
Although the Company believes that the expectations reflected in the Forward‐Looking Statements are reasonable, it can give no assurance that such expectations will prove to be correct, and the Forward‐Looking Statements are expressly qualified in their entirety by this cautionary statement. The purpose of the Forward‐Looking Statements is to provide the reader with a description of management's expectations, and the Forward‐Looking Statements may not be appropriate for any other purpose. The reader should not place undue reliance on the Forward‐Looking Statements. The Forward-Looking Statements are made as at the date hereof and the Company undertakes no obligation to update or revise any of the Forward‐Looking Statements, whether as a result of new information, future events or otherwise, except as required by applicable Canadian securities laws.
Additional information on these and other factors is available in the reports filed by the Company with Canadian securities regulators and available on SEDAR+ (as defined herein). The forward-looking statements and information contained in this AIF are made as of the date hereof.
GLOSSARY OF TERMS
In addition to terms defined elsewhere in this AIF, the following terms, when used in this AIF, will have the following meanings (unless otherwise indicated):
"AIF" means the Annual Information Form;
"Audit Committee" means the Audit Committee of the Board;
"BCBCA" means the Business Corporations Act (British Columbia);
"BMO" means Bank of Montreal;
"Board" means the board of directors of the Company;
"CARB" means California Air Resources Board;
"CIBC" means Canadian Imperial Bank of Commerce;
"EDC" means Export Development Canada;
"EPA" means U.S. Environmental Protection Agency;
"EV" means electric vehicle;
"FTA" means Federal Transit Administration;
"FAST" means Fixing America's Surface Transportation;
"HVIP" means the California Hybrid and Zero-Emission Truck and Bus Voucher Incentive Program;
"iMHZEV" means the Incentive for Medium and Heavy-Duty Zero Emission Vehicles program operated by the Canadian federal government and which closes on September 30, 2026;
"Nasdaq" means the Nasdaq Capital Market;
"NHTSA" means National Highway Traffic Safety Administration;
"NJEDA" means New Jersey Economic Development Authority;
"NJZIP" means New Jersey Zero Emission Incentive Program
"NYSERDA" means the New York State Energy Research and Development Authority;
"OEM" means an original equipment manufacturer, being a company that makes a part or subsystem that is used in another company's end product;
"Safety Act" means The National Traffic and Motor Vehicle Safety Act of 1966; and
CORPORATE STRUCTURE
Name, Address and Incorporation
We are a corporation incorporated under the BCBCA in British Columbia, Canada under the name "GreenPower Motor Company Inc." with authorized share capital consisting of:
- an unlimited number of voting common shares;
- an unlimited number of Series A convertible preferred shares, which have a dividend rate of 9%, are non-voting and are convertible into common shares of the Company;
- an unlimited number of Series B convertible preferred shares, which have a dividend rate of 9% are non-voting and are convertible into common shares of the Company.
Our principal place of business is located at Suite 240 - 209 Carrall Street, Vancouver, British Columbia V6J 2B2, Canada and our telephone number is (604) 563-4144.
Our registered and records office is located at Bentall 5, Suite 2501 - 550 Burrard Street, Vancouver, BC V6C 2B5, Canada and its telephone number is (604) 674-9245.
Our registered agent in the United States is GKL Corporate/Search, Inc., located at One Capitol Mall, Suite 660, Sacramento, California 95814 and its telephone number is (800) 446-5455.
Intercorporate Relationships
GreenPower has the following wholly-owned subsidiaries:
1. GP GreenPower Industries Inc. (incorporated in the Province of British Columbia, Canada);
2. GreenPower Motor Company, Inc. (incorporated in the State of Delaware);
3. 0939181 B.C. Ltd. (incorporated in the Province of British Columbia, Canada);
4. San Joaquin Valley Equipment Leasing Inc. (formerly, Utah Manganese, Inc.) (incorporated in the State of Utah), a wholly owned subsidiary of 0939181 B.C. Ltd.;
5. 0999314 B.C. Ltd. (incorporated in the Province of British Columbia, Canada);
6. Electric Vehicle Logistics Inc. (incorporated in the State of Nevada), a wholly owned subsidiary of GP GreenPower Industries Inc; and
7. GreenPower Manufacturing WV, Inc. (incorporated in the State of West Virginia), a wholly owned subsidiary of GreenPower Motor Company, Inc.
8. GP Truck Body Inc. (incorporated in the State of Nevada), a wholly owned subsidiary of GreenPower Motor Company, Inc.
9. Gerui new Energy Vehicle (Nanjing) Co., Ltd. a wholly owned subsidiary of GreenPower Motor Company, Inc.
10. EA Green-Power Private Ltd. (incorporated in India), a corporation owned by GreenPower Motor Company, Inc. and San Joaquin Valley Equipment Leasing, Inc.
THREE-YEAR HISTORY OF THE BUSINESS
The principal capital expenditures of our company has been for the production of electric buses and EV equipment. To date, our principal capital expenditures have been funded with capital which has been sourced from our company's sale of common shares, Series A Convertible Preferred Shares, Series B Convertible Preferred Shares, convertible debentures, warrants, proceeds from the exercise of warrants and options, loans from related parties, from our revolving term loan with EDC, from our term loan facility with CIBC, from our revolving line of credit with CIBC, and from our revolving line of credit with BMO.
During the year ended March 31, 2026 the Company delivered a total of 25 vehicles, which were comprised of 12 EV Star models, 4 BEAST Type D school buses, and 9 Nano BEAST Type A school buses. During the year GreenPower generated annual revenue of $16.4 million, which was a decline of 17.4% from the prior year. Included in revenue for the year is $9.6 million of revenue from deposits that were previously recognized as deferred revenue, and that was recognized during the year due to cancelled contracts. On September 8, 2025 the Company completed a consolidation of its common shares on the basis of ten pre-consolidation common shares for one post-consolidation common share. All references to share and per share amounts in this report have been retroactively restated to give effect to this share consolidation, unless otherwise stated. GreenPower's common shares were trading on the TSXV Venture Exchange under the ticker GPV until the close of business on November 14, 2025, at which time GreenPower chose to voluntarily delist from the TSX Venture Exchange.
During the year GreenPower negotiated a contract cancellation with Workhorse under which Workhorse agreed to forego the deposits it had made with GreenPower for the production of EV Star Cab and Chassis ("EV Star CC"). Under the terms of the cancellation, GreenPower will retain deposits made by Workhorse as well as ownership of approximately 100 EV Star CC's that GreenPower had built for Workhorse, included in GreenPower's inventory, providing GreenPower with the flexibility to seek alternative buyers for the EV Star CC inventory it had built for Workhorse. The EV Star CC is the platform on which GreenPower builds a range of passenger transport vehicles and goods and cargo vehicles. These vehicles include GreenPower's Type A Nano BEAST, EV Star Mobility Plus, and a range of commercial vehicles including the ReeferX refrigerated vehicle the EV Star Cargo Plus GreenPower anticipates that it will be building a range of vehicles with the EV Star CC inventory for customers in diverse end markets. GreenPower also received a contract cancellation from its dealer in the state of West Virginia, which led to the recognition of deferred revenue that was on deposit with GreenPower and with no repayment obligations.
The Company completed several important financings during the year, including entering into a securities purchase agreement with a single investor under which the Company can issue up to $16 million of Series A convertible preferred shares ("Series A Preferred Shares"), which was amended after the year end to allow up to $18 million of Series A Preferred Shares to be issued. During the year the Company issued 2,105 Series A Preferred Shares for gross proceeds of approximately $2.0 million. Upon issuance, the Series A Preferred shares are recorded as a liability, which is transferred to shareholder's equity when the Series A preferred shares are converted to common shares. As of the date of this report, all of the Series A Preferred Shares issued during the year have been converted to common shares, thereby improving the Company's shareholder's equity. Subsequent to the year end the Company issued an additional 1,500 Series A Preferred Shares for gross proceeds of $1.4 million.
During January the Company completed a series of financings including repayment of its existing line of credit and entering into new financing facilities with CIBC. The CIBC facilities include a $3 million operating line of credit, a $2 million term loan, and letter of credit facilities of up to $2.95 million. Repayment of the existing line of credit was partially funded with $5 million in loans from related parties. These related parties also facilitated the CIBC financing by providing personal guarantees in support of the facilities. Net new loans from related parties during the year totaled $6.6 million, and the related parties received bonus shares and bonus warrants for providing the loans and personal guarantees. During the fourth quarter, $7 million of related party loans were converted into convertible debentures with a 3-year term, an interest rate of 12% and that are convertible into common shares of the Company at $0.99 per share. In addition, a total of $3.9 million of related party loans was converted into 4,200 Series B convertible preferred shares ("Series B preferred shares") that are recorded as equity. Overall, the financings completed during the year facilitate continued access to equity capital and improved the Company's shareholder's equity position compared to the prior year end.
GreenPower began a process of reducing its operating costs at the end of the previous fiscal year, and continued this process during the current year. Total sales, general and administrative expenses reduced by nearly 47% compared to the prior year, and were driven by rationalization of the Company's geographic footprint and reduction of the Company's workforce. These changes were made in response to the current challenging market conditions in the commercial EV sector, and management believes that these changes have improved the Company's ability to weather the current market environment.
During the year ended March 31, 2025, the Company delivered a total of 84 vehicles, which were comprised of 23 EV star Cargo and Cargo plus, 25 EV Stars, 34 BEAST Type D school buses, and 2 Nano BEAST Type A school buses. During the year GreenPower generated annual revenue of $19.8 million, which was a decline of 49.5% from the prior year.
During the year ended March 31, 2025 GreenPower sales mix continued to transition towards all-electric school buses, with the sale and delivery of 34 BEASTs and 2 Nano BEASTs during the year. In addition to school bus sales, GreenPower completed the sale of 23 EV Star Cargo and Cargo Plus vehicles, and 25 EV Stars during the year. Importantly, demand for GreenPower's EV Star line of products is geographically dispersed, with sales in the US West Coast, mid-west and East Coast, as well as Canadian sales in Western provinces, and the province of Ontario.
The Company completed two securities offerings during the year ended March 31, 2025, and the completion of an ATM filing in March 2025 for the issuance of up to $850,000 of equity through open market sales on the Nasdaq stock market from time to time. The Company completed an underwritten offering of common shares for gross proceeds of $3 million in October 2024, which included 15,000 warrants issued to the underwriter, with a three-year term and exercise price of $12.50 per share. In May 2024 the Company completed a unit offering in which it issued 150,000 common shares and warrants to purchase 157,500 common shares for gross proceeds of $2,325,750 before deducting underwriting discounts and offering expenses. The warrants have an exercise price of $18.20 per share and expire on May 9, 2027.
GreenPower began a process of reducing its operating costs at the end of the fiscal year ended March 31, 2025. During the fourth quarter of the year GreenPower began the process of consolidating its California operations into a new manufacturing facility in Riverside California. This facility offers a location that is close to its major customers in the LA area, and is conveniently located near the Long Beach port and major transportation routes. The movement of GreenPower's manufacturing facility led to an immediate reduction in rent expense, and additional savings in areas such as transportation, travel, salaries and other administrative expenses are expected to continue from these changes over the next several quarters.
During the year ended March 31, 2024, the Company delivered a total of 222 vehicles, which were comprised of 122 EV Star CC's, 18 EV Star 22-foot cargo, 6 EV Star Cargo Plus, 32 EV Stars, 31 BEAST Type D school buses, 10 Nano BEAST Type A school buses, and 2 EV 250's. During the year GreenPower generated annual revenue of $39.3 million, which was a decline of 1.1% from the prior year.
During the year ended March 31, 2024, GreenPower sales included 105 EV Star CC's to Workhorse, a key customer of GreenPower, which was a decline of over 50% compared to 220 EV Star CC's to Workhorse during the prior year The sales in the year ended March 31, 2024 represented a transition to a more diverse group of end customers in a range of new markets in the US and Canada. As well, the Company experienced significant growth in sales of all-electric BEAST and Nano BEAST school buses, which increased to 41 in the current year from 9 in the prior year.
During the current fiscal year, the Company completed the build-out of the West Virginia school bus manufacturing facility and delivered the first all-electric school buses produced at the facility with the first deliveries of four Nano BEASTs in December 2023.
GreenPower's commercial sales during the year were negatively impacted by Workhorse's postponement of vehicle deliveries during the second and third quarter of the fiscal year. GreenPower is actively working to complete the existing firm purchase orders received from Workhorse, including for spare parts and vehicles. GreenPower continued to expand its dealer network during the year and through the dealer channel was able to generate its first sales in new markets, including the company's first sales in North Carolina, Oregon and Colorado. In addition, GreenPower was able to utilize its in-house truck body division, GP Truck Body, to improve the delivery time of upfitting EV Star CC's with truck bodies for customers, and to develop new truck body designs, including the EV Star stake-bed truck and EV Star Refrigerated truck. These new designs open up exciting new markets for GreenPower and demonstrate the flexibility of the EV Star platform.
During the year ended March 31, 2024 GreenPower completed a nine-month school bus pilot program with the state of West Virginia covering 18 counties, representing one-third of the school districts in the state with more than 100 professionals driving the buses more than 32,000 miles. Data from the pilot showed both the Type D BEAST and Type A Nano BEAST performed as expected whether on flat or mountainous terrain, in cold or warm conditions and on rural roads or city highways.
During the year ended March 31, 2024 GreenPower expanded its sources of liquidity by entering into a revolving $5 million term loan facility with EDC. This facility will be used to finance the production of GreenPower all-electric vehicles pursuant to existing customer orders, and was used in the fourth quarter to fund production costs for a significant school bus order.
DESCRIPTION OF THE BUSINESS
GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo van, and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric vehicles that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. GreenPower was founded in Vancouver, Canada with primary operational facilities in southern California and West Virginia. Listed on the TSX Venture exchange since November 2015, GreenPower completed its U.S. IPO and NASDAQ listing in August 2020.
We believe our battery-electric commercial vehicles offer fleet operators significant benefits, which include:
• low total cost-of-ownership vs. conventional gas or diesel-powered vehicles;
• lower maintenance costs;
• reduced fuel expenses;
• satisfaction of government mandates to move to zero-emission vehicles; and
• decreased vehicle emissions and reduction in carbon footprint.
We currently sell and lease our vehicles to customers directly and through a network of dealers in different regions of the United States, and directly to customers in Canada. GreenPower's all-electric zero-emission vehicles are eligible for various funding programs, vouchers and incentives, including:
- the California HVIP program;
- the British Columbia Specialty Use Vehicle Program;
- the Transport Canada iMHZEV Program
- the New York State voucher program;
- the New Jersey Zero Emission Program;
- the EPA's Clean School Bus Program;
- the VW Mitigation Trust Fund;
- CARES ACT United States federal funding; and
- California Air Quality Management District funding.
Products
School Bus Line - Type D BEAST, Type D Mega BEAST and Type A Nano BEAST
GreenPower's Type-D BEAST, TYPE D Mega BEAST and Nano-BEAST Type A School Bus are marketed under the trade name Battery Electric Automotive School Transportation, or the BEAST. These vehicles feature a clean sheet build that was designed from the ground-up around its electric drive and battery systems. The body and chassis are integrated together to form the composite monocoque structure which provides the benefits of increased strength and a significant weight advantage in comparison to other school buses. Additionally, the design is not limited to the inner frame rails like conventional "body on chassis" school buses which allows for the maximization of interior space.
The GreenPower BEAST is offered in a 40-ft 90 passenger design that features a flat tracked floor that gives the end-user complete seating customization that can be modified with ease. The tracked flooring also allows the end-user to customize how many wheelchair positions are located on the bus and their location. Standard features include vehicle control stability, air ride suspension, and ABS brakes. With the 193.5-kWh advanced battery system, the BEAST has a reliable range of up to 150 miles on a single charge. This is paired with a state of the art TM4 electric drivetrain that is rated maintenance free for one million kilometers. The standard J1772 Level 2 charging of the BEAST will fully charge the electric school bus in under 7 hours.
The GreenPower Mega-BEAST is built on the same platform as the BEAST but provides a range of up to 300 miles due to its 387 kwh battery pack. The Mega BEAST also offers vehicle to grid technology which allows the BEAST to provide backup power to the electric grid, providing a source of electric grid stability and sustainability.
The GreenPower Nano BEAST is a 25-ft Type A school bus with seating for 24 passengers design with optional wheelchair seating. Standard features include vehicle control stability, air ride suspension, and ABS brakes. With the 118-kWh advanced battery system, the Nano BEAST has a reliable range of up to 150 miles on a single charge. This is paired with a state of the art TM4 electric drivetrain that is rated maintenance free for one million kilometers. The vehicles are equipped with J1772 Level 2 charging and DC fast charging with rates up to 61 kw.
Commercial Goods Line
The Commercial Goods line is comprised of several models of electric vehicles built on GreenPower's EV Star platform that are designed for a wide range of commercial application. These are currently comprised of the EV Star Cab and Chassis, also available in a right hand drive configuration, the EV Star Cargo, EV Star Cargo Plus, EV Star Stakebed Truck, EV Star Utility Truck, EV Star Cargo Plus Refrigerated Truck, EV Star Cargo Refrigerated Van, and the EV Star REEFERX. These vehicles are built on GreenPower's EV Star platform, and are purpose built, zero-emission vehicles capable of a range of up to 150 miles. The EV Star is the only class 4 electric vehicle that can be built to meet Buy America Compliance and is Altoona tested. All EV Star vehicles are equipped with both J1772-2 and CCS DC Fast charging. They can fully charge in as little as 2 hours or overnight. The EV Star platform can also be configured with an autonomous option and wireless charging.
Commercial Passenger Line
Our EV Commercial Passenger line features multiple models that include the EV Star Passenger Van, the EV Star Mobility Plus, the 30-ft EV250, the 40-ft EV350, and the double decker EV550. Our electric buses do not have heavy battery storage or battery charging systems on the roof of the bus which enhances the user experience due to the bus's low center of gravity for steering and maneuvering around corners. This design also offers ease-of-access for maintenance due to the low positioned stainless-steel battery trays that can be accessed without removing panels or the use of elaborate hoist systems to maintain the battery boxes.
EV Star Passenger Van
The EV Star Passenger Van is a multi-purpose, zero-emission vehicle with a range of up to 150 miles and offers dual charging capabilities as a standard feature. It is purpose-built to be an all-electric vehicle and has the most versatile seating configurations and carrying capacity in its class to meet an operator's needs. The vehicle comes with an electric bus door for easy accessibility and offers options for BraunAbility ADA lifts and Q'STRAINT wheelchair securement positions.
EV Star Mobility Plus
The EV Star Mobility Plus is a cutaway bus with a wider, lightweight body construction allowing for flexibility in seating configuration due the effective use of its interior space. It comes with a vented HVAC system throughout the vehicle and offers options for BraunAbility ADA lifts and Q'STRAINT wheelchair securement positions.
EV250
The EV250 is our battery-electric 30-ft low floor transit bus with a passenger capacity of 26 seats plus standees. It features a monocoque body with a stainless-steel chassis, a GreenPower battery management system, and component integration with quality global suppliers. The EV250 features a Siemens traction motor, a 260-kWh battery capacity, and a range of up to 160 miles on a single charge. It is designed to charge using standard chargers that are readily available on the open market and capable of ultra-fast charging.
EV350
The EV350 is our battery-electric 40-ft low floor transit bus with a passenger capacity of 40 seats plus standees. It features a monocoque body with a stainless-steel chassis, a GreenPower battery management system, and component integration with quality global suppliers. The EV350 features a Siemens traction motor, battery capacity of up to 400 kwh, and a range of up to 212 miles on a single charge. It is designed to charge using SAE standard chargers that are readily available on the open market and capable of CCS ultra-fast charging.
EV550
The EV550 is our battery-electric 45-ft double-decker bus with a passenger capacity of 100 seats plus standees. It features a monocoque body with a stainless-steel chassis, a GreenPower battery management system, and component integration with quality global suppliers. The EV550 features a Siemens traction motor, a 500-kWh battery capacity, and a range of up to 175 miles on a single charge. It is designed to charge using SAE standard chargers that are readily available on the open market and capable of CCS ultra-fast charging.
Technology
Batteries
The battery pack is a key component with the design, development, and manufacture of advanced electric-vehicle powertrains. Where some other EV manufacturers build their own battery packs we purchase the batteries in a plug-and-play pack from our designs. This provides us with the flexibility to use different cell manufacturers with different battery chemistries. We believe that the underlying battery cells are a commodity and consequently have designed our products to take full advantage of the best batteries that are available at the time we manufacture our products.
Powertrains
Our powertrains encompass the complete motor assemblies, computers, and software required for vehicle electrification. We use off-the-shelf proven components such as Siemens for the drive motors for our low floor transit buses and TM4 for our EV Stars or BEAST school buses.
Telematics
The telematics system and associated hardware installed in almost all of our vehicles is designed to monitor the controller area network traffic for specific signals. These signals are uploaded along with GPS data to a server facility. The real-time data is stored in a database as it arrives and delivers updates to clients connected through the web interface. The information transmitted to the cloud and stored onboard the vehicle include: vehicle location, vehicle speed, vehicle energy usage, the amount of charge remaining in the battery, vehicle range, general status of the health of vehicle systems, using onboard diagnostics and driver habits monitoring.
Locations and Facilities
During the fourth quarter of the year ended March 31, 2025, GreenPower consolidated itsd California operations into a new manufacturing facility in Riverside California, located at 3016 Kansas Ave., Riverside CA. During the quarter GreenPower terminated the lease of its facilities at 90 West Poplar, Porterville, CA, and in Torrance, CA, and moved the assets and operations of these two facilities to the new location in Riverside, CA. The Riverside, CA facility offers a location that is close to the company's major customers in the LA area, and is conveniently located near the Long Beach port and major transportation routes. The movement of GreenPower's manufacturing facility led to an immediate reduction in rent expense, and additional savings in areas such as transportation, travel, salaries and other administrative expenses are expected to continue from these changes over the next several quarters.
GreenPower leases an 80,000 square foot manufacturing facility in South Charleston West Virginia which houses GreenPower's North American school bus manufacturing operations and is a hub for our East Coast commercial activities. Our U.S. operations, sales and marketing office is located at 3016 Kansas Ave., Building 14, Riverside, CA 92507. Our corporate office is located at Suite #240 - 209 Carrall Street, Vancouver, British Columbia, Canada.
Marketing
Our sales team is focused on the goal of securing purchase orders from commercial transportation companies, transit properties, government agencies and school districts. We also maintain a network of dealers across our core markets in the US. Our priority is to generate customers across all of the sectors we are targeting including transit, shuttle, schools, government and commercial. Our current core products are the six models under our EV Star platform, and our two models of all-electric school buses, being the Type D BEAST and the TYPE A Nano BEAST. Our sales plan is to meet with the top potential customers and obtain purchase orders for sales of GreenPower all-electric vehicles.
Strategic Relationships
GreenPower maintains a network of vehicle dealers across the United States. As at March 31, 2026 GreenPower's established dealership arrangements include dealers in Arizona, Massachusetts, Nevada, New Jersey, NY State, Oregon, Rhode Island, Oregon State, Washington State, Texas, Colorado, North Carolina, West Virginia, New Mexico and California. GreenPower is actively seeking to expand its dealer network into new markets across North America.
GreenPower has established a significant partnership with the state of West Virginia under which GreenPower entered into a lease purchase agreement with the state for an 80,000 square foot facility on six acres of land to manufacture all-electric school buses for the US market. As part of this partnership the state has provided worker training and hiring support, employment incentive payments in exchange for meeting hiring targets, and has entered into a contract to purchase 41 BEAST and Nano BEAST all-electric school buses produced at the facility.
GreenPower utilizes a proprietary network of contract manufacturers for the majority of its production and has established relationships with multiple contract manufacturers for different vehicle models and for different stages of production. In addition, GreenPower maintains important relationships with parts and component suppliers both in North America and internationally.
Research and Development
The majority of our research and development is conducted in-house. Additionally, we contract with engineering firms to assist with validation and certification requirements as well as specific vehicle integration tasks.
Competitive Companies
Competition varies by sector with EV manufacturers that solely offer all-electric buses (such as BYD) or traditional manufacturers of heavy-duty buses who are entering the market with all-electric buses (such as New Flyer or Blue Bird). In addition, companies such as Workhorse (Nasdaq: WKHS), Chanje and Lightning are competing with GreenPower in the commercial cargo and delivery van market. We compete with Motiv in the OEM electric cab and chassis market, and GreenPower is the only company that offers a purpose-built electric cab and chassis as opposed to a gasoline or diesel cab and chassis that has been converted to an electric cab and chassis.
| Transit buses | ||
| GreenPower | 30', 40', 45'DD and EV Star | |
| BYD | 30', 35', 40', 60' and 45'DD | |
| Gillig | 29', 35' and 40' | |
| New Flyer | 35', 40' and 60' | |
| Bluebird | Class 7 and 8, 40' to 59' | |
| Eldorado | 30' to 39' | |
| School Buses | ||
| GreenPower | BEAST Type D, Nano BEAST Type A | |
| Blue Bird | Type C and Type D | |
| Lion | Type C and Type D | |
| MicroBird | Type A on E450 platform | |
| Motiv | Type A on Ford E450 platform | |
| Motiv | Type C on Ford F59 platform | |
| Navistar | Type C | |
| Thomas Built | Type C |
| Shuttle Buses | ||
| GreenPower | EV Star and EV 250 | |
| MicroBird | On E450 platform | |
| Motiv | On Ford E450 platform | |
| Phoenix Motors | Z 400 | |
| Zenith Motors | Passenger Van | |
| SEA Electric | E-450 EV | |
| Cargo Van | ||
| GreenPower | EV Star Cargo | |
| Chanje | V8100 panel van | |
| Zenith Motors | Cargo Van |
Some of the key differences between our company and many of our competitors in the heavy-duty bus market is that we use a clean sheet design to offer customers purpose-built solutions. Many of our competitors use an existing layout and then determine where to place the batteries or the drive motor or in some cases retrofit an existing design and build. Several of GreenPower's competitors have raised significantly more capital than GreenPower and have access to capital well in excess of the current financial resources of GreenPower.
We believe that the primary competitive factors within the medium and heavy-duty commercial vehicle market are:
• the difference in the initial purchase prices of electric vehicles and comparable vehicles powered by internal combustion engines, both including and excluding the impact of government and other subsidies and incentives designed to promote the purchase of electric vehicles;
• the total cost of vehicle ownership over the vehicle's expected life, which includes the initial purchase price and ongoing fuel, operational and maintenance costs;
• vehicle quality, performance and safety;
• access to capital in order to fund the ongoing working capital requirements and growth of the business;
• government regulations and economic incentives promoting fuel efficiency and alternate forms of energy; and
• the quality and availability of service and parts for the vehicle.
Intangible Properties
We have invested significant resources in developing our suite of all-electric vehicles. Our vehicles were developed using a clean-sheet proprietary design and use key components from established third-party suppliers. We have a patent on a proprietary designed parking pawl for electric vehicles and may choose to obtain patents and licenses on our designs, processes or inventions in the future. We have expended $701,369, $1,339,200, and $1,811,472, on product development costs during the years ended March 31, 2026, March 31, 2025, and March 31, 2024 respectively.
Cycles
We do not know of any trends, commitments, events, or uncertainty that are expected to have a material effect on our company's business, financial condition, or results of operations other than as described in the section "Risk Factors".
Economic Dependence
The Company's operations depend on its ability to purchase parts that are sourced globally from many different suppliers. Some of these suppliers are single-source suppliers even though we attempt to qualify and obtain components from multiple sources whenever feasible. See "General Description of the Business - Summary" for a list of the suppliers of our main components. The loss of any of these listed suppliers would have a materially adverse impact on the Company's operations. Other parts and materials are expected to be more easily sourced, in the event of disruption in the Company's current supply.
In addition, there is a risk that suppliers or customers may copy the products of the Company for their own use. In the event there is a dispute, the Company may be unable to obtain legal remedy or legal proceedings may be prohibitively expensive.
Environmental Protection
Environmental laws and regulations may affect the operations of the Company. We are subject to numerous environmental and health and safety laws, including statutes, regulations, bylaws and other legal requirements. These laws relate to the generation, use, handling, storage, transportation and disposal of regulated substances, including hazardous substances (such as batteries), dangerous goods and waste, emissions or discharges into soil, water and air, including noise and odors (which could result in remediation obligations), and occupational health and safety matters, including indoor air quality. It is expected that the Company, or its subsidiaries, will be required to dispose of the various electronic waste. Failure to dispose of these in a manner compliant with local environmental regulation could expose the Company to penalties and clean-up costs. These legal requirements vary by location and can arise under federal, provincial, state or municipal laws. Any breach of such laws, regulations or requirements may negatively effect on our company and its operating results.
Government Regulation
Our electric vehicles are designed to comply with a significant number of governmental regulations and industry standards in Canada and the United States, some of which are evolving as new technologies are deployed. Government regulations regarding the manufacture, sale and implementation of products and systems similar to our electric vehicles are subject to future change. We cannot predict what impact, if any, such changes may have upon our business.
Emission and fuel economy standards
California legislature has adopted a zero-emission bus program for all California public transit properties called the Innovative Clean Transit Regulation (ICT). The ICT regulation was adopted in December 2018 and requires all public transit agencies to gradually transition to a 100 percent zero-emission bus (ZEB)fleet. Beginning in 2029, 100% of new purchases by transit agencies must be ZEBs, with a goal for full transition by 2040. It applies to all transit agencies that own, operate, or lease buses with a gross vehicle weight rating (GVWR) greater than 14,000 lbs. It includes standard, articulated, over-the-road, double-decker, and cutaway buses.
On June 27, 2019, the California Air Resources Board ("CARB") approved a rule that will require fixed route airport shuttles serving the state's 13 largest airports to transition to 100 percent zero-emission vehicles by 2035. The regulation affects public and private fleets, including parking facilities, rental car agencies and hotels. This applies to about 1000 Buses and Shuttles.
On September 23, 2020 California Governor Newsom announced an executive order that requires that by 2035 all new cars and passenger trucks sold in California must be zero-emission vehicles and announced that the Air Resources Board will develop regulations requiring that require that by 2045 all operations of medium and heavy duty vehicles shall be zero-emission vehicles.
Government regulation related to climate change is in effect at the U.S. federal and state levels. The U.S. Environmental Protection Agency ("EPA") and the National Highway Traffic Safety Administration ("NHTSA") issued a final rule for greenhouse gas emissions and fuel economy requirements for trucks and heavy-duty engines on August 9, 2011, which is applicable in model years 2018 through 2020. NHTSA and EPA also issued a final rule on August 16, 2016 increasing the stringency of these standards for model years 2021 through 2027.
The rules provide emission standards for CO2 and fuel consumption standards for three main categories of vehicles: (i) combination tractors, (ii) heavy-duty pickup trucks and vans and (iii) vocational vehicles. We believe that our buses and EV Star Cargo Van would be considered "vocational vehicles" and "heavy-duty pickup trucks and vans" under the rules. According to the EPA and NHTSA, vocational vehicles consist of a wide variety of truck and bus types, including delivery, refuse, utility, dump, cement, transit bus, shuttle bus, school bus, emergency vehicles, motor homes and tow trucks, and are characterized by a complex build process, with an incomplete chassis often built with an engine and transmission purchased from other manufacturers, then sold to a body manufacturer.
The Clean Air Act requires that we obtain a Certificate of Conformity issued by the EPA and a California Executive Order issued by the CARB with respect to emissions for our vehicles. The Certificate of Conformity is required for vehicles sold in states covered by the Clean Air Act's standards and the Executive Order is required for vehicles sold in states that have sought and received a waiver from the EPA to utilize California standards. The California standards for emissions control for certain regulated pollutants for new vehicles and engines sold in California are set by CARB. States that have adopted the California standards as approved by EPA also recognize the Executive Order for sales of vehicles.
Manufacturers who sell vehicles in states covered by federal requirements under the Clean Air Act without a Certificate of Conformity may be subject to penalties of up to $44,539 per violation and be required to recall and remedy any vehicles sold with emissions in excess of Clean Air Act standards.
Vehicle safety and testing
The National Traffic and Motor Vehicle Safety Act of 1966 (the "Safety Act") regulates motor vehicles and motor vehicle equipment in the United States in two primary ways. First, the Safety Act prohibits the sale in the United States of any new vehicle or equipment that does not conform to applicable motor vehicle safety standards established by NHTSA. Meeting or exceeding many safety standards is costly, in part because the standards tend to conflict with the need to reduce vehicle weight in order to meet emissions and fuel economy standards. Second, the Safety Act requires that defects related to motor vehicle safety be remedied through safety recall campaigns. A manufacturer is obligated to recall vehicles if it determines that the vehicles do not comply with a safety standard. Should we or NHTSA determine that either a safety defect or noncompliance exists with respect to any of our vehicles, the cost of such recall campaigns could be substantial.
There is a body of legislation that requires that new model buses be tested before they can be purchased with funds from the US Federal Transportation Authority ("FTA"), and that defines the required testing and provides funding for these federally mandated tests. This legislation includes The Surface Transportation and Uniform Relocation Assistance Act of 1987, Section 317: Bus Testing; the Intermodal Surface Transportation Efficiency Act of 1991; the Transportation Equity Act for the 21st Century (Public Law 105-178); and the Fixing America's Surface Transportation ("FAST") Act. The Larson Transportation Institute's Bus Research and Testing Center, located in Altoona, Pennsylvania is a federally funded bus testing site that administers the required bus tests, covering areas including safety, structural integrity, durability, performance, maintainability, noise, and fuel economy. GreenPower's EV Star completed the Altoona Test in April 2020, and received an overall score of 92.2, which is the second-highest score for a medium-duty bus as of the date of the report.
Battery safety and testing
Our battery pack configurations are designed to conform to mandatory regulations that govern transport of "dangerous goods," which includes lithium-ion batteries, which may present a risk in transportation. The governing regulations, which are issued by the Pipeline and Hazardous Safety Administration and are based on the UN Recommendations on the Safe Transport of Dangerous Goods Model Regulations, and related UN Manual of Tests and Criteria. The requirements for shipments of these goods vary by mode of transportation, such as ocean vessel, rail, truck and air.
Vehicle dealer and distribution regulation
Certain states' laws require motor vehicle manufacturers and dealers to be licensed in such states in order to conduct manufacturing and sales activities. To date, we are registered as a motor vehicle manufacturer and dealer in California, and we are qualified to manufacture motor vehicles in the state of West Virginia. We have sold and intend to continue to sell, vehicles in other states both directly and through licensed dealers across the US.
Changes to Contracts
The Company does not reasonably expect any material changes to contracts or business relationships in the current financial year.
During the year ended March 31, 2026 GreenPower negotiated a contract cancellation with Workhorse under which Workhorse agreed to forego the deposits it had made with GreenPower for the production of EV Star Cab and Chassis ("EV Star CC"). Under the terms of the cancellation, GreenPower will retain deposits made by Workhorse as well as ownership of approximately 100 EV Star CC's that GreenPower had built for Workhorse, included in GreenPower's inventory. GreenPower recognized $9.6 million of revenue during the year from deposits that were previously recognized as deferred revenue, and that was recognized during the year from this cancelled contract and the one other cancelled contract.
Employees
Our workforce is based out of our corporate office in Vancouver, British Columbia, Canada, our sales, manufacturing and service office in Riverside, CA, and out of our manufacturing facilities based in Porterville, California and South Charleston, West Virginia.
As of March 31, 2026, 2025, and 2024 we had 30, 113, and 116 employees, respectively.
Specialized Skill and Knowledge
There is a specialized skill required for the development, operations, maintenance, sales and marketing of the Company's technology. The Company's current staff possesses the necessary skills and knowledge required for the Company's business; however, additional employees will be added to staff as needed.
Ensuring that all of our employees possess the necessary skills, education, and appropriate licenses as required by regulatory agencies will be important in sustaining the Company's ongoing operations.
Foreign Operations
The Company operates extensively in the state of California and sells their products throughout the United States and Canada. See "Three-Year History of the Business" for details of our foreign operations. As we continue to grow, we expect to expand our United States operations.
Lending
The Company's operations generally do not include significant lending operations, although the Company may, from time to time, enter into finance and operating leases or provide loans for the purchase of GreenPower vehicles. Invoices paid by customers must be paid in a reasonable time period.
RISK FACTORS
There are various risk factors that could cause the Company's future results to differ materially from those described in this AIF. The risks and uncertainties described below are those we currently believe to be material, but they are not the only ones we face. If any of the following risks, or any other risks and uncertainties that we have not yet identified or that we currently consider not to be material, actually occur or become material risks, our business, financial condition, results of operations and cash flows, and consequently the price of the common shares, could be materially and adversely affected. The risks discussed below also include Forward-Looking Statements and our actual results may differ substantially from those discussed in the Forward-Looking Statements. See "Note Regarding Forward-Looking Statements" in this AIF.
Risks Related to our Business
We have not reached profitability and currently have negative operating cash flows
For the fiscal year ended March 31, 2026, we generated a loss of $5.5 million bringing our accumulated deficit to $103.0 million.
During the year ended March 31, 2026 we generated annual revenue of $16.4 million. Given continued losses and due to external economic factors such as import tariffs from the U.S, GreenPower's management has undertaken cost cutting initiatives, which it intends to continue, including but not limited to reducing its number of leased facilities, reducing the number of employees, and better managing controllable expenses. Even if we are successful in reducing costs, we may be unable to achieve positive cash flow or profitability for a number of reasons, including but not limited to, increased costs from tariffs which we may be unable to pass on to customers through higher prices for our vehicles and parts, reduced sales levels, an inability to control production costs, increases or inflation in our selling general and administrative expenses, a reduction in vehicle sales due to changes in market demand and changes in the Company's capacity, and a reduction in our product sales price due to competitive or other factors. An inability to generate positive cash flow and profitability until we reach a sufficient level of sales with positive gross margins that cover operating expenses, or an inability to raise additional capital on reasonable terms, will adversely affect our viability as an operating business. Based on these factors, the Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern.
We operate in a capital-intensive industry and will require a significant amount of capital to continue operations
If the revenue from the sale of our electric vehicles is not sufficient to cover our cash requirements, we will need to raise additional funds through the sale of equity or other securities, or the issuance of additional debt. Financing may not be available at terms that are acceptable to us, if at all.
Our ability to obtain the necessary financing for our business is subject to a number of factors, including general market conditions and investor acceptance of our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities, or substantially change our current operations and plans in order to reduce our cost structure. Our competitors, some of which have raised or have access to significant capital, may be able to compete more effectively in our markets given their access to capital, if our access to capital does not improve or is further limited. We might not be able to obtain any funding, and we might not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations.
There is uncertainty about our ability to continue as a "going concern"
There is substantial doubt about our ability to continue as a going concern. If we are unable to raise sufficient capital when needed, our business, financial condition and results of operations will be materially and adversely affected, and we will need to significantly modify our operational plans to continue as a going concern. If we are unable to continue as a going concern, we might have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our consolidated financial statements. Our potential inability to continue as a going concern may materially adversely affect our share price and our ability to raise new capital or to enter into critical contractual relations with third parties.
The reduction or elimination of government and economic incentives, funding approval or the delay in the timing of advancing funding that has been approved, in particular in the state of California, could have a material adverse effect on our business, financial condition, operating results and prospects.
Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, the reduced need for such subsidies and incentives for electric vehicles ("EV's") may result in the diminished competitiveness of the alternative fuel vehicle industry generally or our electric vehicles in particular. This could materially and adversely affect the growth of the alternative fuel automobile markets and our business, prospects, financial condition and operating results.
Presently, the initial price of the Company's products are higher than a traditional diesel bus and certain grants and subsidies are available to offset these higher prices. These grants and subsidies include but are not limited to the New Jersey Zero Emission Incentive Program ("NJZIP") operated by the New Jersey Economic Development Authority ("NJEDA") the CleanBC Program funded by the Province of British Columbia, Canada, the Incentives for Medium and Heavy-Duty Zero Emission Vehicles ("iMHZEV") program operated by the Canadian federal government which closes on September 30, 2026, the clean trucks NYSERDA program, the New York School Bus Incentive Program for the state of New York, the EPA Clean School Bus Program, the South Coast AQMD funding in California, Federal Transit Authority funding for eligible transit properties across the US, and VW Mitigation Trust Funds allocated to programs throughout the US. GreenPower is currently responding to requests for information from CARB and from the California Attorney General, and while the state is undertaking this investigation it has suspended HVIP incentives to GreenPower. GreenPower has been responding to the requests for information, and GreenPower's vehicles continue to be listed as eligible vehicles under the HVIP program, however the suspension of HVIP incentives to GreenPower has negatively impacted the Company, and the timing of when the Company will be eligible to receive HVIP incentives, if at all, is uncertain. The ability for potential purchasers to receive funding from these programs is subject to the risk of government changes to the program, including changing or removing GreenPower's eligibility for the program, the risk of the delay in the timing of advancing funds to the specific programs, or the risk of program funding being cut or otherwise not available. To the extent that program funding is not approved, or if the funding is approved but timing of advancing of funds is delayed, subject to cancellation, or is otherwise uncertain, this could have a material adverse effect on our business, financial condition, operating results and prospects
We may in be involved in litigation or legal proceedings that are deemed to be material and may require recognition as a provision or a contingent liability on our financial statements.
We may in the future be involved in litigation or legal proceedings that are material and may require recognition as a provision or contingent liability on our consolidated financial statements. The Company filed a civil claim against the prior CEO and Director of the Company in the Province of British Columbia in 2019, and the prior CEO and Director of the Company has filed a response with a counterclaim for wrongful dismissal in the Province of British Columbia. The prior CEO and Director of the Company also filed a similar claim in the state of California in regards to this matter, and this claim has been stayed pending the outcome of the claim in British Columbia. There has not been a resolution on the British Columbia claim or counterclaim, or the California claim as at March 31, 2026. During April 2023, the Company repossessed 28 EV Stars and 10 EV Star CC's after a lease termination due to non-payment. During May 2023 this customer filed a claim in the state of California against the Company and a subsidiary. As of March 31, 2026 GreenPower entered into a settlement agreement under which GreenPower agreed to transfer four used vehicles to the customer to resolve this dispute. The vehicles were transferred to the customer subsequent to the end of the reporting period and the Company has recorded an accrual for the value of these vehicles. GreenPower is currently defending itself against claims brought against the Company by former employees in West Virginia. Certain of these claims have resulted in default judgements against GreenPower, and a court order preventing the company from delivering vehicles outside of the state. The court order has had a negative impact on the Company's cash flow and ability to continue operations in the state. The Company has filed a motion to set aside the default judgements and court order, however there is no guarantee that the company will be successful. GreenPower has not booked a contingency for these claims or judgements as at March 31, 2026.
We may be materially adversely affected by cybersecurity risks
Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business. The Company has not experienced a cybersecurity incident and has therefore not been affected by its exposure to cybersecurity risks. However, our business and operations may be materially adversely affected in the event of computer system failures or security or breaches due to cyber-attacks or cyber intrusions, including ransomware, phishing attacks and other malicious intrusions.
The majority of our manufacturing is currently contracted out to third party manufacturers and we are dependent on these manufacturers to operate competitively
We currently contract out the majority of the manufacturing of our vehicles to third party manufacturers in Asia, with final assembly performed by our employees in North America. As a result, we are dependent on third party manufacturers to manufacture our vehicles according to our specifications and quality, at a competitive cost and within agreed upon timeframes. If our chosen manufacturing vendors are unable or unwilling to perform these functions then our financial results and reputation may suffer, which may prevent us from being able to continue as a going concern. In addition, we are subject to inherent risks involved in shipping our vehicles from these primary manufacturers to our facilities in North America. During the shipping process our vehicles are subject to theft, loss or damage due to a number of factors, some of which we may be unable to insure cost-effectively, if at all.
Developments in alternative technologies or improvements in the internal combustion engine may materially adversely affect the demand for our electric vehicles
Significant developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect our business and prospects in ways we do not currently anticipate. For example, fuel which is abundant and relatively inexpensive in North America, such as compressed natural gas, may emerge as consumers' preferred alternative to petroleum-based propulsion. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced electric vehicles, which could result in the loss of competitiveness of our vehicles, decreased revenue and a loss of market share to competitors.
If we are unable to keep up with advances in electric vehicle technology, we may suffer a decline in our competitive position
We may be unable to keep up with changes in electric vehicle technology and, as a result, may suffer a decline in our competitive position. Any failure to keep up with advances in electric vehicle technology would result in a decline in our competitive position which would materially and adversely affect our business, prospects, operating results and financial condition. Our research and development efforts may not be sufficient to adapt to changes in electric vehicle technology. As technologies change we plan to upgrade or adapt our vehicles and introduce new models to continue to provide vehicles with the latest technology. However, our vehicles may not compete effectively with alternative vehicles if we are not able to source and integrate the latest technology into our vehicles at a competitive price. For example, we do not manufacture battery cells or drive motors which makes us dependent upon suppliers of these products for our vehicles.
We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.
Others, including our competitors, may hold or obtain patents, copyrights, trademarks or other proprietary rights that could prevent, limit or interfere with our ability to make, use, develop, sell or market our products and services, which could make it more difficult for us to operate our business. From time to time, the holders of such intellectual property rights may assert their rights and urge us to take licenses, and/or may bring suits alleging infringement or misappropriation of such rights. We may consider the entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses could significantly increase our operating expenses. In addition, if we are determined to have infringed upon a third party's intellectual property rights, we may be required to cease making, selling or incorporating certain components or intellectual property into the goods and services we offer, to pay substantial damages and/or license royalties, to redesign our products and services, and/or to establish and maintain alternative branding for our products and services. In the event that we were required to take one or more such actions, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.
We depend on certain key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel
Our success depends on the efforts, abilities and continued service of our executive officers and management. A number of these key employees have significant experience in the electric vehicle industry, and valuable relationships with our suppliers, customers, and other industry participants. A loss of service from any one of these individuals may adversely affect our operations, and we may have difficulty or may be unable to locate and hire a suitable replacement. We have not obtained any "key person" insurance on any of our executives or managers.
We are subject to numerous environmental and health and safety laws and any breach of such laws may have a material adverse effect on our business and operating results
We are subject to numerous environmental and health and safety laws, including statutes, regulations, bylaws and other legal requirements. These laws relate to the generation, use, handling, storage, transportation and disposal of regulated substances, including hazardous substances (such as batteries), dangerous goods and waste, emissions or discharges into soil, water and air, including noise and odors (which could result in remediation obligations), and occupational health and safety matters, including indoor air quality. These legal requirements vary by location and can arise under federal, provincial, state or municipal laws. Any breach of such laws, regulations or requirements would have a material adverse effect on our company and its operating results.
Our vehicles are subject to motor vehicle standards and the failure to satisfy such mandated safety standards would have a material adverse effect on our business and operating results.
All vehicles sold must comply with federal, state and provincial motor vehicle safety standards. In both Canada and the United States vehicles that meet or exceed all federally mandated safety standards are certified under the federal regulations. In this regard, Canadian and U.S. motor vehicle safety standards are substantially the same. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal certification. Failure by us to have our current or future electric vehicles satisfy motor vehicle standards would have a material adverse effect on our business and operating results.
If our vehicles fail to perform as expected, our ability to continue to develop, market and sell our electric vehicles could be harmed
Our vehicles may contain defects in design and manufacture that may cause them not to perform as expected or that may require repair. For example, our vehicles use technologically complex battery management software to operate. Given the inherent complexity of this software, it may contain defects and errors which would adversely impact the operation of our vehicles. While we have performed extensive testing of our vehicles, we currently have a limited frame of reference to evaluate the performance of our vehicles in the hands of our customers under a range of operating conditions.
We may not succeed in establishing, maintaining and strengthening the GreenPower brand, which would materially and adversely affect customer acceptance of our vehicles and components and our business, revenues and prospects.
Our business and prospects heavily depend on our ability to develop, maintain and strengthen the GreenPower brand. Any failure to develop, maintain and strengthen our brand may materially and adversely affect our ability to sell our electric vehicles. If we are not able to establish, maintain and strengthen our brand, we may lose the opportunity to expand our customer base. Promoting and positioning our brand will depend significantly on our ability to provide high quality electric vehicles and maintenance and repair services, and we have limited experience in these areas. In addition, we expect that our ability to develop, maintain and strengthen the GreenPower brand will also depend heavily on the success of our marketing efforts. To date we have limited experience with marketing activities as we have relied primarily on the internet, word of mouth and attendance at industry trade shows to promote our brand. To further promote our brand, we may be required to change our marketing practices, which could result in substantially increased advertising expenses. We operate in a competitive industry, and we may not be successful in building, maintaining and strengthening our brand. Many of our current and potential competitors, particularly automobile manufacturers headquartered in the United States, Japan and the European Union have greater name recognition, broader customer relationships and substantially greater marketing resources than we do. If we do not develop and maintain a strong brand, our business, prospects, financial condition and operating results will be materially and adversely impacted.
We are dependent on our suppliers, many of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of our products according to our schedule and at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components, could have a material adverse effect on our financial condition and operating results.
Our products contain numerous purchased parts which we source globally directly from suppliers, many of which are single-source suppliers, although we attempt to qualify and obtain components from multiple sources whenever feasible. Any significant increases in our production may require us to procure additional components in a short amount of time, and in the past we have also replaced certain suppliers because of their failure to provide components that met our quality control standards or our timing requirements. If any of our single source suppliers is unable to deliver components to us there is no assurance that we will be able to secure additional or alternate sources of supply for our components or develop our own replacements in a timely manner, if at all. If we encounter unexpected difficulties with key suppliers, and if we are unable to fill these needs from other suppliers, we could experience production delays and potential loss of access to important technology and parts for producing, servicing and supporting our products.
This limited, and in many cases single source, supply chain exposes us to multiple potential sources of delivery failure or component shortages for production of our products. Furthermore, unexpected changes in business conditions, materials pricing, labor issues, wars, governmental changes, and natural disasters could also affect our suppliers' ability to deliver components to us on a timely basis. The loss of any single or limited source supplier or the disruption in the supply of components from these suppliers could lead to product design changes and delays in product deliveries to our customers, which could hurt our relationships with our customers and result in negative publicity, damage to our brand and a material and adverse effect on our business, prospects, financial condition and operating results.
Changes in our supply chain may lead to an increased cost for our products. We have also experienced cost increases from certain of our suppliers in order to meet our quality targets and timelines as well as due to our design changes, and we may experience similar cost increases in the future. Certain suppliers have sought to renegotiate the terms of supply arrangements. Additionally, we are negotiating with existing suppliers for cost reductions and are seeking new and less expensive suppliers for certain parts. If we are unsuccessful in our efforts to control and reduce supplier costs, our operating results will suffer.
There is no assurance that our suppliers will be able to sustainably and timely meet our cost, quality and volume needs. Furthermore, if the scale of our vehicle production increases, we will need to accurately forecast, purchase, warehouse and transport to our manufacturing facilities components at much higher volumes. If we are unable to accurately match the timing and quantities of component purchases to our actual needs, or successfully manage our inventory to accommodate the increased complexity in our supply chain, we may incur unexpected production disruption, storage, transportation and write-off costs, which could have a material adverse effect on our financial condition and operating results.
If we fail to manage future growth effectively, we may not be able to market and sell our vehicles successfully.
Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. Our future operating results depend to a large extent on our ability to manage expansion and growth successfully. Risks that we face in managing future growth include:
• training new personnel;
• forecasting production and revenue;
• controlling expenses and investments in anticipation of expanded operations;
• establishing or expanding manufacturing, sales and service facilities;
• implementing and enhancing administrative infrastructure, systems and processes;
• addressing new markets; and
• establishing international operations.
There is significant competition for individuals with experience manufacturing and servicing electric vehicles, and we may not be able to attract, assimilate, train or retain additional highly qualified personnel in the future. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm our business and prospects.
Our business may be adversely affected by labor and union activities.
Although none of our employees are currently represented by a labor union, it is common throughout the automobile industry for employees to belong to a union. Having a unionized workforce may result in higher employee costs and increased risk of work stoppages. If our employees were to unionize, this may increase our future production and general administration costs and negatively impact our gross margins and financial results.
We also directly and indirectly depend upon other companies with unionized work forces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could have a material adverse impact on our business, financial condition or operating results. If a work stoppage occurs within our business, or in one of our key suppliers, it could delay the manufacture, transportation and sale of our electric vehicles and have a material adverse effect on our business, prospects, operating results and financial condition.
We may become subject to product liability or warranty claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.
We may become subject to product liability or warranty claims, which could harm our business, prospects, operating results and financial condition. The automobile industry experiences significant product liability claims and we face inherent risk of exposure to claims in the event our vehicles do not perform as expected or malfunction resulting in personal injury or death. Our risks in this area are particularly pronounced given our vehicles have only been operating for a short period of time. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our vehicles and business which would have a material adverse effect on our brand, business, prospects and operating results.
Global economic conditions could materially adversely impact demand for our products and services.
Our operations and performance depend significantly on economic conditions. Uncertainty about global economic conditions could result in customers postponing purchases of our products and services in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values and other macroeconomic factors, which could have a material negative effect on demand for our products and services and, accordingly, on our business, results of operations or financial condition.
Goods imported to the U.S. are subject to significant import tariffs, which are expected to increase, and these tariffs negatively impact our financial performance, financial position, and financial results.
GreenPower sources components and parts to build its all-electric vehicles from suppliers globally, utilizes contract manufacturers located outside of North America for a portion of its all-electric vehicle production, and the importation of these parts, components and vehicles to North America are subject to tariffs which have increased significantly over the past severl years and may increase further. The current US administration has significantly increased tariffs on US imports from virtually every country in the world. These tariffs have been in many cases amended, postponed, or changed in other ways since their initial announcements, and this has resulted in uncertainty over the quantum and duration of tariffs, and this lack of clarity has made it difficult to manage and mitigate the impacts of tariffs. The increase in and lack of clarity regarding tariffs on electric vehicles and certain parts and components used in the manufacture of electric vehicles that are imported to the United States from suppliers globally has increased costs for GreenPower, and led to delays on the processing and inspection of imported goods to the United States. The increased tariffs and importation delays has increased GreenPower's costs and has negatively impacted the financial results of the Company. While GreenPower's management is taking steps to mitigate the impact of planned tariff increases, including sourcing new manufacturers and contract manufacturers for certain products, this transition will take time, is subject to a number of risks, and GreenPower may not be able to mitigate the impact of any change in tariffs due to these risks.
We rely on global shipping for our vehicles that are produced at contract manufacturers, and for certain parts and components sourced from our global network of suppliers. Shipping costs can be volatile and shipping availability is subject to constraints. Shipping cost volatility and constraints in availability of shipping has the potential to increase our costs or prevent us from delivering vehicles to customers on a timely basis.
Shipping costs are volatile, and changes in shipping costs are subject to a number of factors, including strong international trade growth, imbalances in global trade, port congestion, port closures, vessel delays and other factors. In addition, shipping costs are volatile, and are subject to sudden and significant changes from these same economic factors.
We rely on global shipping for vehicles that we produce at contract manufacturers, and for certain parts and components sourced from our global network of suppliers. We have experienced an increase in shipping costs and have experienced delays of deliveries of parts and components from our global suppliers, and on vehicles arriving from our contract manufacturers. Shipping delays and cost increases have the potential to negatively impact our financial results and ability to grow our business.
Our line of credit and loan facility contain covenant restrictions that may limit our ability to access funds on the line of credit and loan facility, or engage in other commercial activities.
The terms of our line of credit and loan facility contain, and future debt agreements we enter into may contain, covenant restrictions that limit our ability to incur additional debt or issue guarantees, create liens, and make certain dispositions of property or assets. As a result of these covenants, our ability to respond to changes in business and economic conditions and engage in beneficial transactions, including obtaining additional financing as needed, may be restricted. Furthermore, our failure to comply with our debt covenants could result in a default under our line of credit, which would permit the lender to demand repayment.
Our operating line of credit and term loan facility are demand facilities and are therefore subject to repayment risk at the lender's discretion.
Our operating line of credit and term loan facility are demand facilities which gives the lender the right to demand repayment of some or all of the facility at its discretion. As at March 31, 2026 GreenPower's operating line of credit had a drawn balance of $2.0 million and an available balance of up to $3 million, while GreenPower's term loan facility had a balance of $2.0 million. The lender on these two facilities may, at its discretion, require further repayments of some or all of the line of credit and term loan facility, and may reduce or eliminate available funds on the line of credit. A reduction in credit available on the line of credit could require the Company to repay the facility. If the lender were to require the facility to be repaid the Company may need to raise funds through alternative forms of debt or equity financing, and if alternative financing is not available, the Company may be compelled, to the extent possible, to sell business assets that it may not wish to sell at prices that it may not wish to sell the assets, in order to fund the repayments.
The demand for commercial zero-emission electric vehicles depends, in part, on the continuation of current trends resulting from historical dependence on fossil fuels. Extended periods of low diesel or other petroleum-based fuel prices could adversely affect demand for electric vehicles, which could adversely affect our business, prospects, financial condition and operating results.
We believe that much of the present and projected demand for commercial zero-emission electric vehicles results from concerns about volatility in the cost of petroleum-based fuel, the dependency of the United States on oil from unstable or hostile countries, government regulations and economic incentives promoting fuel efficiency and alternative forms of energy, as well as the belief that poor air quality and climate change results in part from the burning of fossil fuels. If the cost of petroleum-based fuel decreased significantly, or the long-term supply of oil in the United States improved, the government may eliminate or modify its regulations or economic incentives related to fuel efficiency and alternative forms of energy. If there is a change in the perception that the burning of fossil fuels does not negatively impact the environment, the demand for commercial zero-emission electric vehicles could be reduced, and our business and revenue may be harmed. Diesel and other petroleum-based fuel prices have been extremely volatile, and we believe this continuing volatility will persist. Lower diesel or other petroleum-based fuel prices over extended periods of time may lower the current perception in government and the private sector that cheaper, more readily available energy alternatives should be developed and produced. If diesel or other petroleum-based fuel prices remain at deflated levels for extended periods of time, the demand for commercial electric vehicles may decrease, which could have an adverse effect on our business, prospects, financial condition and operating results.
We may be compelled to undertake product recalls.
Any product recall in the future may result in adverse publicity, damage to our brand and may adversely affect our business, prospects, operating results and financial condition. We may at various times, voluntarily or involuntarily, initiate a recall if any of our electric vehicle components prove to be defective. Such recalls, voluntary or involuntary, involve significant expense and diversion of management attention and other resources, which would adversely affect our brand image in our target markets and could adversely affect our business, prospects, financial condition and results of operations.
Security breaches and other disruptions to our information technology networks and systems could substantially interfere with our operations and could compromise the confidentiality of our proprietary information, notwithstanding the fact that no such breaches or disruptions have materially impacted us to date.
We rely upon information technology systems and networks, some of which are managed by third-parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including supply chain management, manufacturing, invoicing and collection of payments from our customers. Additionally, we collect and store sensitive data, including intellectual property, proprietary business information, the proprietary business information of our suppliers, as well as personally identifiable information of our employees, in data centers and on information technology systems. The secure operation of these information technology systems, and the processing and maintenance of this information, is critical to our business operations and strategy. Despite security measures and business continuity plans, our information technology systems and networks may be vulnerable to damage, disruptions or shutdowns due to attacks by hackers or breaches due to errors or malfeasance by employees, contractors and others who have access to our networks and systems, or other disruptions during the process of upgrading or replacing computer software or hardware, hardware failures, software errors, third-party service provider outages, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events. The occurrence of any of these events could compromise our systems and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disrupt operations and reduce the competitive advantage we hope to derive from our investment in technology. Our insurance coverage may not be available or adequate to cover all the costs related to significant security attacks or disruptions resulting from such attacks.
Our electric vehicles make use of lithium-ion battery cells, which, if not appropriately managed and controlled, have occasionally been observed to catch fire or vent smoke and flames. If such events occur in our electric vehicles, we could face liability associated with our warranty, for damage or injury, adverse publicity and a potential safety recall, any of which would adversely affect our business, prospects, financial condition and operating results.
The battery packs in our electric vehicles use lithium-ion cells, which have been used for years in laptop computers and cell phones. Highly publicized incidents of laptop computers and cell phones bursting into flames have focused consumer attention on the safety of these cells. These events also have raised questions about the suitability of these lithium-ion cells for automotive applications. There can be no assurance that a field failure of our battery packs will not occur, which would damage the vehicle or lead to personal injury or death and may subject us to lawsuits. Furthermore, there is some risk of electrocution if individuals who attempt to repair battery packs on our vehicles do not follow applicable maintenance and repair protocols. Any such damage or injury would likely lead to adverse publicity and potentially a safety recall. Any such adverse publicity could adversely affect our business, prospects, financial condition and operating results.
Risks Related to Our Company
It may be difficult for non-Canadian investors to obtain and enforce judgments against us because of our Canadian incorporation and presence.
The enforcement by investors of civil liabilities under the United States federal or state securities laws may be adversely affected by the fact that we are governed by the Business Corporations Act (British Columbia), that several of our officers and directors are residents of Canada and that all, or a substantial portion, of their assets and a portion of our assets are located outside the United States. It may not be possible for an investor to effect service of process within the United States on, or enforce judgments obtained in the United States courts against, us or certain of our directors and officers based upon the civil liability provisions of United States federal securities laws or the securities laws of any state of the United States.
In light of the above, there is doubt as to whether (i) a judgment of a United States court based solely upon the civil liability provisions of United States federal or state securities laws would be enforceable in Canada against us or our directors and officers and (ii) an original action could be brought in Canada (or otherwise outside the United States) against us or our directors and officers to enforce liabilities based solely upon United States federal or state securities laws.
As a foreign private issuer, we are not subject to certain United States securities law disclosure requirements that apply to a domestic United States issuer, which may limit the information that would be publicly available to our shareholders.
As a foreign private issuer, we will be exempt from certain rules under the Securities Exchange Act of 1934 that impose disclosure requirements as well as procedural requirements for proxy solicitations under Section 14 of the Securities Exchange Act of 1934 if our common shares are registered pursuant to Section 12 of the Securities Exchange Act of 1934. In addition, our officers, directors and principal shareholders will be exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Securities Exchange Act of 1934 if our common shares are registered pursuant to Section 12 of the Securities Exchange Act of 1934. Moreover, we are not required to file periodic reports and financial statements with the Securities and Exchange Commission as frequently or as promptly as a company that files as a U.S. domestic issuer whose securities are registered under the Securities Exchange Act of 1934, nor are we generally required to comply with the Securities and Exchange Commission's Regulation FD, which restricts the selective disclosure of material non-public information. For as long as we are a "foreign private issuer" we intend to file our annual financial statements on Form 20-F and furnish our quarterly updates on Form 6-K to the Securities and Exchange Commission for so long as we are subject to the reporting requirements of Section 13(g) or 15(d) of the Securities Exchange Act of 1934. However, the information we file or furnish is not the same as the information that is required in annual and quarterly reports on Form 10-K or Form 10-Q for U.S. domestic issuers. Accordingly, there may be less information publicly available concerning us than there is for a company that files as a U.S. domestic issuer.
Risks Related to Our Common Shares
Because we can issue additional common shares or preferred shares, our shareholders may experience dilution in the future.
We are authorized to issue an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. Our board of directors has the authority to cause us to issue additional common shares or preferred shares and to determine the special rights and restrictions of the shares of one or more series of our preferred shares, without consent of our shareholders. The issuance of any such securities may result in a reduction of the book value or market price of our common shares. Given the fact that we have not achieved profitability or generated positive cash flow historically, and we operate in a capital-intensive industry with significant working capital requirements, we may be required to issue additional common equity or securities that are dilutive to existing common shares in the future in order to continue its operations. Our efforts to fund our intended business plan may result in dilution to existing shareholders. Further, any such issuances could result in a change of control or a reduction in the market price for our common shares.
The market price of our common shares may be volatile and may fluctuate in a way that is disproportionate to our operating performance.
Our common shares are quoted on Nasdaq. Trading of shares on Nasdaq is often characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects.
The price of our common shares has fluctuated significantly. This volatility could depress the market price of our common shares for reasons unrelated to operating performance. The market price of our common shares could decline due to the impact of any of the following factors upon the market price of our common shares:
- sales or potential sales of substantial amounts of our common shares;
- announcements about us or about our competitors;
- litigation and other developments relating to our company or those of our suppliers or our competitors;
- conditions in the automobile industry;
- governmental regulation and legislation;
- variations in our anticipated or actual operating results;
- change in securities analysts' estimates of our performance, or our failure to meet analysts' expectations;
- change in general economic conditions or trends;
- changes in capital market conditions or in the level of interest rates; and
- investor perception of our industry or our prospects.
Many of these factors are beyond our control. The stock markets in general, and the market price of common shares of vehicle companies in particular, have historically experienced extreme price and volume fluctuations. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. These broad market and industry factors could reduce the market price of our common shares, regardless of our actual operating performance.
A prolonged and substantial decline in the price of our common shares could affect our ability to raise further capital, thereby adversely impacting our ability to continue operations.
A prolonged and substantial decline in the price of our common shares could result in a reduction in the liquidity of our common shares and a reduction in our ability to raise capital. Because we plan to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, a decline in the price of our common shares could be detrimental to our liquidity and our operations because the decline may cause investors not to choose to invest in our shares. If we are unable to raise the funds we require for all our planned operations and to meet our existing and future financial obligations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and we may go out of business.
Because we do not intend to pay any cash dividends on our common shares in the near future, our shareholders will not be able to receive a return on their shares unless they sell them.
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common shares in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. Unless we pay dividends, our shareholders will not be able to receive a return on their shares unless they sell them.
We may be classified as a "passive foreign investment company," which may have adverse U.S. federal income tax consequences for U.S. shareholders.
We will be a "passive foreign investment company," or "PFIC," if, in any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of "passive" income or (b) 50% or more of the average quarterly value of our assets (as determined on the basis of fair market value) during such year produce or are held for the production of passive income (the "asset test"). In determining whether we are a PFIC, we are permitted to take into account the assets and income of our wholly owned subsidiaries because we own 100% of their stock. However, even if we take into account the assets and income of our subsidiaries, we may still be considered a PFIC for this year and possibly later years, depending on a number of factors, including the composition of our income and assets, how quickly we use our liquid assets, including the cash raised pursuant to this offering (if we determine not to, or are unable to, deploy significant amounts of cash for active purposes our risk of being a PFIC will substantially increase), the market price of our common shares, and fluctuations in that price. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for this year or any future taxable year. Please refer to the paragraph titled "Taxation - Certain United States Federal Income Tax Considerations".
If we are a PFIC in any taxable year, a U.S. holder may incur significantly increased United States income tax on gain recognized on the sale or other disposition of the common shares or warrants and on the receipt of distributions on the common shares to the extent such gain or distribution is treated as an "excess distribution" under the United States federal income tax rules. A U.S. holder may also be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. holder holds our common shares or warrants, we generally will continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which such U.S. holder holds our common shares or warrants. Please refer to the paragraph titled "Taxation - Certain United States Federal Income Tax Considerations".
DIVIDENDS AND DISTRIBUTIONS
The Company does not currently intend to declare any dividends payable to the holders of the common shares. There is no dividend restriction; however, we have not declared any dividends on our common shares since our inception and do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Any future payment of dividends or distributions on our common shares will be determined by the Board on the basis of our earnings, financial requirements and other relevant factors.
The Company has two series of convertible preferred shares, each with a dividend rate of 9.0%. Dividends on the convertible preferred shares are convertible into common shares of the Company, and the Company intends to issue common shares for accrued dividends on the convertible preferred shares.
DESCRIPTION OF CAPITAL STRUCTURE
The authorized share capital of GreenPower Motor Company Inc. consists of:
- an unlimited number of voting common shares;
- an unlimited number of Series A convertible preferred shares, which have a dividend rate of 9%, are non-voting and are convertible into common shares of the Company;
- an unlimited number of Series B convertible preferred shares, which have a dividend rate of 9% are non-voting and are convertible into common shares of the Company.
Common Shares
Holders of our common shares are entitled to vote one vote for each share held at all meetings of our shareholders, to receive any dividend declared by the Board and, to receive the remaining property of our company upon dissolution. None of our common shares are subject to any call or assessment nor pre-emptive or conversion rights. There are no provisions attached to our common shares for redemption, purchase for cancellation, surrender or sinking or purchase funds.
Series A Convertible Preferred Shares
The Series A convertible preferred shares have a dividend rate of 9.0% and a stated value of $1,000 per share. The Series A convertible preferred shares issued on November 14, 2025 are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.975 or b) 95% of the lowest daily VWAP from the previous 5 trading days. The Series A convertible preferred shares issued on February 27, 2026 have a stated value of $1,000 per share and are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.4875 or b) 95% of the lowest daily VWAP from the previous 5 trading days.
Series B Convertible Preferred Shares
The Series B convertible preferred shares have a dividend rate of 9.0% and a stated value of $1,000 per share and are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.975 or b) 95% of the lowest daily closing price from the previous 5 trading days.
MARKET FOR SECURITIES
Trading Price and Volume
GreenPower's common shares were trading on the TSXV Venture Exchange under the ticker GPV until the close of business on November 14, 2025, at which time GreenPower chose to voluntarily delist from the TSX Venture Exchange. GreenPower's common shares are listed on Nasdaq under the symbol "GP". On September 8, 2025 the Company completed a consolidation of its common shares on the basis of ten pre-consolidation common shares for one post-consolidation common share. All references to share and per share amounts in this report have been retroactively restated to give effect to this share consolidation, unless otherwise statedThe following table sets out the high and low prices and aggregate volume of Shares traded through Nasdaq on a monthly basis for the months indicated:
| Month | High -USD ($) | Low-USD ($) | Volume Traded |
| April 2025 | 5.10 | 4.10 | 122,305 |
| May 2025 | 5.15 | 4.13 | 130,456 |
| June 2025 | 4.70 | 3.70 | 143,680 |
| July 2025 | 4.38 | 3.11 | 255,601 |
| August 2025 | 6.42 | 2.80 | 8,251,234 |
| September 2025 | 4.00 | 2.28 | 8,323,921 |
| October 2025 | 3.38 | 2.62 | 714,258 |
| November 2025 | 2.62 | 0.79 | 4,147,775 |
| December 2025 | 1.07 | 0.74 | 710,154 |
| January 2026 | 1.55 | 0.76 | 83,063,340 |
| February 2026 | 1.37 | 0.87 | 11,019,029 |
| March 2026 | 1.18 | 0.98 | 345,552 |
Prior Sales
The following table summarizes the issuances of unlisted securities for the year ended March 31, 2026 and for the period from April 1, 2026 to the date of this AIF:
| Date of Issuance | Securities | Number of Shares Issued/Issuable or Aggregate Amount |
Exercise or Purchase Price |
| Year ended 3-31-2026 | Common shares issued pursuant to the conversion of Series A convertible preferred shares | 907,558 | Pursuant to conversion of 754 Series A convertible preferred shares |
| Year ended 3-31-2026 | Common shares | 1,073,792 | USD $1.05 per share (weighted average) |
| Year ended 3-31-2026 | Common shares issued pursuant to the ATM | 98,803 | USD $4.61 per share (weighted average) |
| Date of Issuance | Securities | Number of Shares Issued/Issuable or Aggregate Amount |
Exercise or Purchase Price |
| Year ended 3-31-2026 | Series A convertible preferred shares | 2,105 | USD $1,999,750 (aggregate) |
| Year ended 3-31-2026 | Series B convertible preferred shares | 4,200 | USD $3,990,000 (aggregate) |
| Year ended 3-31-2026 | Warrants | 5,477,667 | USD $1.05 per share (weighted average) |
| Year ended 3-31-2026 | Convertible debentures | USD$7,000,000 | Convertible to common at US$0.99 per share |
| April 1, 2026 to June 17, 2026 | Common shares issued pursuant to the conversion of Series A convertible preferred shares | 1,494,423 | Pursuant to conversion of 1,351 Series A convertible preferred shares |
| July 1 to July 7, 2026 | Common shares issued pursuant to the conversion of Series A convertible preferred shares | 88,909 | Pursuant to conversion of 100 Series A convertible preferred shares |
| June 15, 2026 | Common shares issued pursuant to exercise of warrants | 256,410 | USD $0.78 per share |
| June 30, 2026 | Common shares issued to pay for accrued interest on convertible debentures | 257,638 | USD $1.44 per share |
| June 30, 2026 | Series B convertible preferred shares | 552 | USD $524,400 (aggregate) |
| June 30, 2026 | Series B convertible preferred shares | 1,640 | USD $1,558,000 (aggregate) |
DIRECTORS AND EXECUTIVE OFFICERS
Name, Occupation and Security Holding
The following table sets out certain information regarding the directors and executive officers of the Company as at the date of this AIF. Each of the directors is elected to hold office until the next annual meeting of the shareholders of the Company or until a successor is duly elected or appointed. The last annual meeting of the shareholders was held on March 27, 2026.
| Name Province/State Country of Residence |
Positions Held and Date Appointed |
Principal Occupation Business or Employment for Last Five Years |
| Fraser Atkinson British Columbia, Canada |
CEO: June 12, 2019 Director: February 11, 2011 |
Mr. Atkinson was one of the founders of our company. Mr. Atkinson was the Executive Chairman and was appointed as our Chief Executive Officer on June 12, 2019 and is currently a member of the Nominating Committee. Mr. Atkinson holds a Bachelor of Commerce from the University of British Columbia (1980) and his designation as a CPA, CA from the Chartered Professional Accountants, British Columba (1982) |
| Brendan Riley(6) Arizona, United States |
President: October 27, 2016 Director: July 3, 2019 |
Mr. Riley has been our President since October 27, 2016. He has over 25 years of experience in the areas of Business Development, Sales Strategy and Operations. Prior to joining our company, Mr. Riley was North American Vice President of Fleet Sales for BYD Motors. He holds a Bachelor of Arts degree in Philosophy from the University of St. Thomas Aquinas in Rome, Italy and is bilingual in English and Italian. |
| Michael Sieffert British Columbia, Canada |
CFO: December 1, 2018 Secretary: December 1, 2018 |
Mr. Sieffert was appointed as our Chief Financial Officer and Secretary on December 1, 2018. From 2011 to 2018, Mr. Sieffert worked in progressively senior finance positions at Seaspan Corporation, a New York Stock Exchange-listed company engaged in containership leasing, most recently as Director of Corporate Finance. Mr. Sieffert holds a Bachelor of Arts degree and a Masters of Business Administration (Finance) degree, both from the University of British Columbia. Mr. Sieffert also holds a Chartered Financial Analyst designation from the CFA Institute. |
| Mark Achtemichuk British Columbia, Canada |
Director: February 22, 2011 | Mr. Achtemichuk is the Chair and is a member of our Audit Committee and is the Chair and is a member of our Compensation Committee. Mr. Achtemichuk is currently retired, and prior to retirement was the Senior Vice President at CMLS Financial Ltd. from April 2010 to January 2021; and principal of MSA Holdings, Inc. since July 2007. Mr. Achtemichuk obtained a Bachelor of Commerce from the University of British Columbia in 1998, and his designations include a Chartered Accountant from the Institute of Chartered Accountants of British Columbia in 2001, and a Chartered Financial Analyst designation from the CFA Institute in 2010. |
| Name Province/State Country of Residence |
Positions Held and Date Appointed |
Principal Occupation Business or Employment for Last Five Years |
| Malcolm Clay British Columbia, Canada |
Director: February 22, 2011 | Mr. Clay is a member of the Audit Committee, Compensation Committee and Nominating Committee. Mr. Clay holds a Bachelor of Arts degree from the University of British Columbia (1965) and his designation as a CPA, CA from the Chartered Professional Accountants, British Columbia (1969), and an FCA from the Chartered Professional Accountants, British Columbia (1992). Mr. Clay is currently retired, and since retirement has been an active as a financial consultant and corporate director. He was a Partner with KPMG, LLP from September 1975 to September 2002. Mr. Clay has been a director of Minco Capital Corporation since 2007, and between 2007 and 2012 he was a director of Zongshen PEM Power Systems Inc., a large manufacturer of motorcycles and battery powered scooters based in China. |
| Dave Richardson British Columbia, Canada |
Director: March 26, 2015 | Mr. Richardson is the Chair and member of our Nominating Committee and is a member of our Audit Committee and of our Compensation Committee. Mr. Richardson has been a director of our company since March 26, 2015. Mr. Richardson has been the President and Chief Executive Officer of Octaform Systems Inc. since May 1997. Mr. Richardson is a Director of ZS2 Technologies Ltd. since October 2020 and a member of the Board of Trustees for AIP Realty Trust since December 2021.Mr. Richardson has received the ICD.D designation from the Institute of Corporate Directors. Mr. Richardson was a founding member and director of the Asia Pacific Foundation and a leader on various government trade missions to Asia. In addition, he was a director of the Canada China Trade Council and Chairman of the Agriculture Committee. Mr. Richardson has served on a number of public and private boards throughout his career and continues to hold several other directorship positions. |
| Name Province/State Country of Residence |
Positions Held and Date Appointed |
Principal Occupation Business or Employment for Last Five Years |
| Sebastian Giordano New Jersey, United States |
Director: December, 2024 to May, 2026 | Mr. Giordano joined our Board of Directors on December 13, 2024 and resigned from the Board of Directors on May 1, 2026. As at March 31, 2026 Mr. Giordano was a member of our Audit Committee and of our Nominating Committee. Mr. Giordano, currently or within the last 5 years, has served on the Boards of Directors of AYRO, Inc., a Nasdaq-listed micro-logistics technology, mobility services and cloud-based SaaS software provider to the automotive industry; and transportation and Logistics Systems, inc. an OTC PINK-listed logistics company, including as its Chairman and Chief Executive Officer. From 2013 to 2018 he served as a Board Member and Chief Executive Officer of WPCS International Incorporated, a Nasdaq-listed low-voltage contracting company. For the past 22 years, Mr. Giordano has been CEO of Ascentaur, LLC ("Ascentaur"), providing C-Level consulting services to a diverse roster of private and public companies across a range of industries, including start-ups, turn-arounds, and established businesses across many industries. Prior to Ascentaur, he held executive management positions, including serving as Chief Executive Officer, Chief Financial Officer, and Chief Restructuring Officer with certain public and private companies. |
| Yanyan Zhang California, United States |
Vice President of Program Management: May 31, 2021 | Yanyan Zhang joined GreenPower in March of 2017 as Project Manager, and was promoted to Vice President of Program Management in May of 2021. Yanyan is responsible for planning and development of manufacturing projects in line with strategic business initiatives and deliverables. Yanyan began her career in the electric vehicle industry at BYD, where she successfully managed over 10 international vehicle manufacturing projects for clients including LA Metro and Denver RTD. Yanyan received her Masters degree in Industrial and Systems Engineering from USC. |
As of July 9, 2026, the executive officers and directors of GreenPower, as a group, beneficially own or control, directly or indirectly, 2,245,660 common shares or 31.5% of the 7,126,671 issued and outstanding common shares.
The directors listed above will hold office until they next annual meeting of the Company or until their successors are elected or appointed.
The Company has three committees: the nominating committee, the compensation committee and the audit committee.
Committees
Nominating Committee
On August 23 2020, we adopted a Board of Director Nomination Process. The Nominating Committee is currently comprised of David Richardson (Chair), Fraser Atkinson, and Malcolm Clay. In general, when the Board determines that expansion of the board or replacement of a director is necessary or appropriate, the Company's independent directors will be responsible for identifying one or more candidates to fill such directorship, investigating each candidate, evaluating his/her suitability for service on the Board and recommending for selection suitable candidates for nomination to the Board. The Company's independent directors are authorized to use any methods they deem appropriate for identifying candidates for Board membership, including recommendations from current members of the Board, senior management or other third parties (including recommendations from stockholders). The Company's independent directors may engage outside search firms to identify suitable candidates. The Company's independent directors are also authorized to engage in whatever investigation and evaluation processes it deems appropriate, including a thorough review of the candidate's background, characteristics, qualities and qualifications, and personal interviews with all or some of the Company's independent directors, the Company's management or one or more other members of the Board. While diversity may contribute to an evaluation, it is not considered by the Board as a separate or independent factor in identifying board of director nominees. In formulating its recommendation, the Company's independent directors will consider not only the findings and conclusions of the investigation and evaluation process, but also the current composition of the Board; the diversity of the board, including the gender diversity; the attributes and qualifications of serving members of the Board; additional attributes, capabilities or qualifications that should be represented on the Board; and whether the candidate could provide those additional attributes, capabilities or qualifications. The Company's independent directors will not recommend any candidate unless that candidate has indicated a willingness to serve as a director and has agreed to comply, if elected, with the expectations and requirements of serving as a member of the Board. In considering whether to recommend directors who are eligible to stand for re-election, the Company's independent directors may consider a variety of factors, including, without limitation, a director's contributions to the Board and ability to continue to contribute productively; attendance at Board and committee meetings and compliance with the Company corporate governance policies; whether the director continues to possess the attributes, capabilities and qualifications considered necessary or desirable for continued service on the Board; the independence of the director; and the nature and extent of the director's non-Company activities.
Compensation Committee
We have a compensation committee comprised of Mark Achtemichuk (Chair), Malcolm Clay, and David Richardson. We adopted a formal Compensation Committee Charter on August 23, 2020. Our compensation committee, in consultation with the Board, conducts reviews with regards to the compensation of our directors and officers once a year. To make its recommendations on such compensation, our compensation committee take into account the types of compensation and the amounts paid to directors and officers of comparable publicly traded Canadian companies.
Audit Committee
The full text of the Company's Audit Committee Charter is included as Schedule A to the AIF.
The following are the members of the Audit Committee as at the date hereof:
| Mark Achtemichuk(1) | Independent(2) | Financially Literate(2) |
| Malcolm Clay | Independent(2) | Financially Literate(2) |
| David Richardson | Independent(2) | Financially Literate(2) |
Notes:
(1) Chairman of the Audit Committee
(2) As defined by NI 52-110.
Each member of the Audit Committee has:
-
an understanding of the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
-
experience with analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising individuals engaged in such activities; and
-
an understanding of internal controls and procedures for financial reporting.
At no time since the commencement of the Company's financial year ending March 31, 2024 was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board.
The Audit Committee is authorized by the Board to review the performance of the Company's external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including reviewing the range of services provided in the context of all consulting services bought by the Company. The Audit Committee is authorized to approve any non-audit services or additional work which the Chairman of the Audit Committee deems as necessary who will notify the other members of the Audit Committee of such non-audit or additional work.
The aggregate fees billed by the Company's external auditors, in US dollars, for the years ended March 31, 2026, 2025 and 2024 are as follows:
| Financial Year Ending |
Audit Fees(1) | Audit Related Fees(2) |
Total(3) |
| 2026 | $836,723 | $12,846 | $849,569 |
| 2025 | $429,789 | $18,618 | $448,407 |
| 2024 | $361,211 | $57,276 | $418,487 |
Notes:
(1) "Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of our financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
(2) "Audit-Related Fees" for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported as audit fees. The services provided in this category include due diligence assistance, accounting consultations on proposed transactions, and consultation on International Financial Reporting Standards conversion.
(3) Fees for the year ended March 31, 2026 includes fees from the prior year that were billed during the year ended March 31, 2026.
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
Corporate Cease Trade Orders
GreenPower Motor Company Inc. is currently subject to a cease trade order that was issued by the BC Securities Commission on July 6, 2026 for failure to timely file its annual audited financial statements, annual management's discussion and analysis, certifications of annual filings and annual information form by the filing deadline of June 29, 2026. GreenPower filed its annual audited financial statements, annual management's discussion and analysis and certifications of annual filings on July 8, 2026 and its annual information form on July 9, 2026. GreenPower understands that securities regulation provides for the cease trade order to be lifted within 2 days of filing the aforementioned annual filings.
GreenPower was subject to a cease trade order that was issued by the BC Securities Commission on July 10, 2025 for failure to timely file its annual audited financial statements, annual management's discussion and analysis, certifications of annual filings and annual information form by the filing deadline for the year ended March 31, 2025. The cease trade order was lifted on July 31, 2025 after GreenPower filed the aforementioned annual filings for the year ended March 31, 2025.
To the best of management's knowledge, no director or executive officer of the Company is, or within the ten years before the date of this AIF has been, a director, CEO or CFO of any company that:
(a) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued while the director or executive officer was acting in the capacity of director, CEO or CFO; or
(b) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued after the director or executive officer ceased to be a director, CEO or CFO, and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO.
Bankruptcies
To the best of management's knowledge, no director or executive officer of the Company has: (i) within ten years before the date of this AIF, been a director or officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) within ten years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver manager or trustee appointed to hold the assets of the director or executive officer.
Mr. Atkinson is a director and officer of Alta Ready Mix Inc., which appointed Bowra Group Inc. who obtained an approval for a proposal to creditors on March 20, 2017 and court approval on April 11, 2017 for a creditor arrangement. Alta Ready Mix Inc. continues its business operations and is in good standing.
Penalties and Sanctions
To the best of management's knowledge, no director or executive officer of the Company has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with any securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a director or executive officer.
Conflicts of Interest
The Company may from time to time become involved in transactions which conflict with the interests of the directors and the officers of the Company or the interest of these persons could conflict with those of the Company. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interest of the Company.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
The Company filed a civil claim against the prior CEO and Director of the Company in the Province of British Columbia in 2019, and the prior CEO and Director of the Company has filed a response with a counterclaim for wrongful dismissal in the Province of British Columbia. The prior CEO and Director of the Company also filed a similar claim in the state of California in regards to this matter, and this claim has been stayed pending the outcome of the claim in British Columbia. There has not been a resolution on the British Columbia claim or counterclaim, or the California claim as at March 31, 2026. During April 2023, the Company repossessed 28 EV Stars and 10 EV Star CC's after a lease termination due to non-payment. During May 2023 this customer filed a claim in the state of California against the Company and a subsidiary. As of March 31, 2026 GreenPower entered into a settlement agreement under which GreenPower agreed to transfer four used vehicles to the customer to resolve this dispute. The vehicles were transferred to the customer subsequent to the end of the reporting period and the Company has recorded an accrual for the value of these vehicles. GreenPower is currently defending itself against claims brought against the Company by former employees in West Virginia. Certain of these claims have resulted in default judgements against GreenPower, and a court order preventing the company from delivering vehicles outside of the state. The court order has had a negative impact on the Company's cash flow and ability to continue operations in the state. The Company has filed a motion to set aside the default judgements and court order, however there is no guarantee that the company will be successful. GreenPower has not booked a contingency for these claims or judgements as at March 31, 2026.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Other than what is listed below, no: (a) director or executive officer of the Company; (b) person or company who beneficially owns, or controls or directs, directly or indirectly, common shares, more than 10% of the outstanding common shares; or (c) any associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company, other than an interest arising solely from the ownership of common shares where such person received no extra or special benefit or advantage not shared on a pro rata basis by all shareholders.
Between April 1, 2026 and the date of this report, the Company completed the following transactions with related parties:
- On June 15, 2026, 256,410 common shares were issued to a company controlled by a director of the Company pursuant to the exercise of 256,410 warrants at US$0.78 per share for gross proceeds of $200,000;
- On June 30, 2026, the Company issued 257,638 common shares at $1.44 per share to pay for $371,000 of accrued interest to June 30, 2026 on convertible debentures to the convertible debenture investors. The convertible debenture investors are related parties and include a company controlled by a director of the Company, and companies controlled by the CEO and director of the Company;
- On June 30, 2026, the Company issued 552 Series B convertible preferred shares to companies controlled by the CEO and director of the Company for the conversion of $524,400 of loans from the same companies;
- On June 30, 2026 the Company issued 1,640 Series B convertible preferred shares to a company controlled by the CEO and director of the Company for the conversion of $1,558,000 of convertible debentures from the same company.
During the year ended March 31, 2026 the Company received the following loans from related parties. Principal and interest on these loans were converted into convertible debentures during the year.
- On May 13, 2025, the Company announced a term loan offering of up to $2,000,000 from several related party lenders. During the year ended March 31, 2026, the Company entered into five tranches under the term loan offering for gross proceeds of $1.75 million.
- On January 6, 2026 the Company received two term loans of $2.5 million each, for $5 million in total, from two family offices that are Related Parties.
As at March 31, 2026 the loans from related parties recorded in long term liabilities totaled $519,436 and was comprised of principal and accrued interest on loans from Koko Financial Services and 0851433 BC Ltd., both companies that are beneficially owned by the CEO and Director of the Company.
During the year ended March 31, 2026, the Company granted 5,477,667 warrants to companies that are beneficially owned by directors and an officer of the Company as a bonus for providing loans to the Company and for providing personal guarantees on the Company's line of credit and term loan facility:
- On May 14, 2025 the Company granted 54,348 warrants convertible into common shares at $4.60 per share to FWP Acquisition, a company beneficially owned by the CEO and director of the Company;
- Between May 14, 2025 and January 12, 2026, the Company granted 5,423,319 warrants convertible into common shares at prices ranging from $0.78 per share to $4.60 per share to Countryman Investments Ltd., a company beneficially owned by a director of the Company.
During the year ended March 31, 2026 a total of 1,073,792 common shares were issued to companies controlled by the CEO and director of the Company in exchange for providing loans to the Company totaling $4.25 million and for providing a personal guarantee to support the Company's operating line of credit and term loan with CIBC.
On January 22, 2026, the Company converted $7 million of principal and accrued interest from loans from related parties into convertible debentures. $3,459,000 of principal of the convertible debentures are with Countryman Investments Ltd. ("Countryman"), a company beneficially owned by a director, $3,432,945 are with FWP Acquisition Corp. ("FWP Acquisition"), and $108,045 are with Koko Financial Services Inc. ("Koko), both of which companies are beneficially owned by the Chairman and CEO of the Company.
During the year ended March 31, 2026 the Company issued 4,200 Series B convertible preferred shares to 0851433 B.C. Ltd., FWP Holdings LLC, and FWP Acquisition, all of which are companies beneficially owned by the CEO and director of the Company pursuant to the conversion of $3,990,000 in principal and accrued interest on related party loans issued by these same companies.
During the year ended March 31, 2025, the Company received loans totaling CAD $475,000 from FWP Holdings LLC ("FWP Holdings"), USD$250,000 from Koko Financial Services Inc. ("Koko"), and CAD$675,000 from 0851433 BC Ltd. FWP Holdings, Koko, and 08551433 BC Ltd. are all beneficially owned by the CEO and Chairman of the Company. The loans bear interest at 12.0% per annum plus such additional bonus interest, if any, as may be agreed to and approved by GreenPower's Board of Directors at a later date. Loans from FWP Holdings with a principal balance of CAD $3,670,000 matured on March 31, 2023 however the principal balance remained outstanding as at March 31, 2025. The Company agreed to grant FWP Holdings a general security assignment on the assets of GreenPower Motor Company Inc., which will be subordinated to any security assignment of senior lenders.
During the quarter ended March 31, 2025 the Company received advances of $150,000 from Koko and CAD$50,000 from FWP Acquisition Corp. that were unsecured and non-interest bearing and were repaid during the year ended March 31, 2026. In addition, the Company received a further advance of $100,000 from Brendan Riley, President of the Company, during the year ended March 31, 2025 that is unsecured and non-interest bearing, and remains outstanding as at March 31, 2026.
During the year ended March 31, 2024 no additional related party loans were received by the Company. During the year ended March 31, 2024, a CAD $250,000 loan plus accrued interest from Countryman Investments Ltd. was repaid, and the US$25,000 loan from FWP Holdings LLC was repaid. During the year ended March 31, 2024, a total of 8,572 shares were issued to employees and a director of the Company pursuant to the exercise of stock options.
TRANSFER AGENT AND REGISTRAR
Computershare Investor Services Inc., located at 3rd floor, 510 Burrard Street, Vancouver, British Columbia V6C 3B9 office acts as the Company's transfer agent and registrar.
MATERIAL CONTRACTS
Other than those listed below, elsewhere in this AIF, and those entered into in the ordinary course of the Company's business, there are no material contracts of the Company which were entered into in the most recently completed financial year or which were entered into before the most recently completed financial year but are still in effect as of the date of this AIF:
- On May 14, 2025 the Company granted 54,348 warrants convertible into common shares at USD $4.60 per share to FWP Acquisition, a company beneficially owned by the CEO and director of the Company as a bonus for providing a loan to the Company;
- On May 14, 2025 the Company granted 54,348 warrants convertible into common shares at USD $4.60 per share to Countryman, a company beneficially owned by a director of the Company, as a bonus for providing a loan to the Company;
- On May 28, 2025 the Company granted 56,819 warrants convertible into common shares at USD $4.40 per share to Countryman, a company beneficially owned by a director of the Company, as a bonus for providing a loan to the Company;
- On June 6, 2025 the Company granted 34,091 warrants convertible into common shares at USD $4.40 per share to Countryman, a company beneficially owned by a director of the Company;
- On June 27, 2025 the Company granted 26,316 warrants convertible into common shares at USD $3.80 per share to Countryman, a company beneficially owned by a director of the Company;
- On July 4, 2025 the Company granted 30,488 warrants convertible into common shares at USD $4.10 per share to Countryman, a company beneficially owned by a director of the Company;
- On January 6, 2026 the Company granted 3,205,128 warrants convertible into common shares at USD $0.78 per share to Countryman, a company beneficially owned by a director of the Company;
- On January 12, 2026, the Company granted 2,016,129 warrants convertible into common shares at USD $1.24 per share to Countryman, a company beneficially owned by a director of the Company;
- On January 22, 2026, the Company converted USD $7 million of principal and accrued interest from loans from related parties into convertible debentures. USD $3,459,000 of principal of the convertible debentures are with Countryman Investments Ltd. ("Countryman"), a company beneficially owned by a director, USD $3,432,945 are with FWP Acquisition Corp. ("FWP Acquisition"), and USD $108,045 are with Koko Financial Services Inc. ("Koko), both of which companies are beneficially owned by the Chairman and CEO of the Company. The convertible debentures have a term of 3 years, bear interest at 12.0% per annum, and are convertible into common shares of the Company at USD $0.99 per share;
- On January 22, 2026 the Company converted
- On May 13, 2025, the Company announced a term loan offering of up to $2,000,000 from several related party lenders. During the year ended March 31, 2026, the Company entered into five tranches under the term loan offering for gross proceeds of $1.75 million with related parties. The principal and accrued interest from these term loans was converted into convertible debentures on January 22, 2026;
- On January 6, 2026 the Company received two term loans of $2.5 million each, for $5 million in total, from two family offices that are Related Parties. The principal and accrued interest from these term loans were converted into convertible debentures on January 22, 2026;
- On January 12, 2026, the Company entered into a revolving demand line of credit facility for up to $3 million, as well as a $2 million term loan, both with CIBC. The revolving demand line of credit facility and the term loan with CIBC bear interest at CIBC's US base rate (March 31, 2026 - 7.25%) plus 1.35%, and the term loan facility is a demand facility with a term of 3 years;
- Between January 22, 2026 and March 31, 2026 the Company entered into agreements to convert the equivalent of USD $3,990,000 of loans with FWP Acquisition Corp., FWP Holdings LLC, and 0851433 BC Ltd., all of which are companies owned by the CEO and director of the Company into 4,200 Series B convertible preferred shares. The Series B convertible Preferred shares are convertible into common shares of the Company, have a dividend rate of 9.0% and a stated value of $1,000 per share and are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.975 or b) 95% of the lowest daily closing price from the previous 5 trading days.
- On June 30, 2026, the Company issued 552 Series B convertible preferred shares to companies controlled by the CEO and director of the Company for the conversion of $524,400 of loans from the same companies;
- On June 30, 2026 the Company issued 1,640 Series B convertible preferred shares to a company controlled by the CEO and director of the Company for the conversion of $1,558,000 of convertible debentures from the same company;
- On November 14, 2025 the Company filed a prospectus supplement to its short form base shelf prospectus under which it offered 754 Series A convertible preferred shares for gross proceeds of $716,300. Concurrent with this public offering, the Company completed a private placement of 425 Series A convertible preferred shares for gross proceeds of $403,750. The Series A convertible Preferred shares, have a dividend rate of 9.0% and a stated value of $1,000 per share and are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.975 or b) 95% of the lowest daily VWAP from the previous 5 trading days.
- On February 27, 2026 the Company completed a private placement of 926 Series A convertible preferred shares for gross proceeds of $879,700. The Series A preferred shares issued on February 27, 2026 have a stated value of $1,000 per share, a dividend rate of 9.0%, and are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.4875 or b) 95% of the lowest daily VWAP from the previous 5 trading days.
- On June 30, 2026 the Company completed a private placement of 1,500 Series A convertible preferred shares for gross proceeds of $1,425,000. In addition, the Company and the Series A convertible preferred share investor amended the Securities Purchase Agreement dated November 14, 2025 to increase the Series A convertible preferred shares issuable under the Agreement by $2,000,000. The Series A preferred shares issued on June 30, 2026 have a stated value of $1,000 per share, a dividend rate of 9.0%, and are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.80 or b) 95% of the lowest daily VWAP from the previous 5 trading days.
INTERESTS OF EXPERTS
Davidson & Company LLP audited the financial statements of the Company for the financial year ended March 31, 2026. BDO Canada LLP audited the financial statements of the Company for the financial years ended March 31, 2025 and March 31, 2024. Davidson & Company LLP and BDO Canada, LLP were independent from the Company within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia at the time of issuing their audit reports.
ADDITIONAL INFORMATION
Additional information relating to the Company may be found on SEDAR+ at www.sedarplus.ca. Additional financial information is provided in the Company's audited financial statements and MD&A for the financial year ended March 31, 2026, available under the Company's SEDAR+ profile.
SCHEDULE A
GREENPOWER MOTOR COMPANY INC.
(the "Company")
AUDIT COMMITTEE CHARTER
(adopted as of August 23, 2020)
PURPOSE
The Audit Committee (the "Audit Committee" or the "Committee") of the Board of Directors (the "Board") of the Company, shall provide assistance to the directors of the Company in fulfilling their responsibility to the stockholders relating to corporate accounting matters, the financial reporting practices of the Company, and the quality and integrity of the financial reports of the Company. The Audit Committee's purpose is to:
Assist the Board's oversight of:
(1) the reliability and integrity of the Company's financial statements, accounting policies, financial reporting and disclosure practices;
(2) the establishment and maintenance of processes to assure compliance with all relevant laws, regulations, and Company policies, including a process for receipt of complaints and concerns regarding accounting, internal control or auditing matters;
(3) the engagement, compensation, performance, qualifications and independence of the Company's independent auditors, their conduct of the annual independent audit of the Company's financial statements, and their engagement for all other services; and
(4) the functioning of the Company's system of internal accounting and financial controls.
Provide an open avenue of communication between the internal accounting department, the independent auditors, the Company's financial and senior management and the Board.
Prepare the report of the Audit Committee required by the rules of the Securities and Exchange Commission ("SEC"), as applicable.
The Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in this Charter.
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits, or to determine that the Company's financial statements are complete and accurate or are in accordance with generally accepted accounting principles, accounting standards, or applicable laws and regulations. This is the responsibility of management of the Company, the Company's internal accounting department and the Company's independent auditors. Because the primary function of the Committee is oversight, the Committee shall be entitled to rely on the expertise, skills and knowledge of management, the internal accounting department, and the Company's independent auditors and the integrity and accuracy of information provided to the Committee by such persons in carrying out its oversight responsibilities. Nothing in this Charter is intended to change the responsibilities of management and the independent auditors.
STRUCTURE AND OPERATION
Composition and Qualifications
The Committee shall consist of at least three (3) members of the Board. Except as otherwise permitted by applicable rules and regulations, each of the members of the Committee shall, in the judgment of the Board, meet (i) the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934 (the "1934 Act") and any other rules and regulations promulgated by the SEC thereunder; and (ii) the independence requirements of the rules of any applicable stock exchange or quotation system upon which the Company's shares are listed from time to time. One or more members of the Committee, as required by the applicable rules and regulations, shall be, in the judgment of the Board, an "audit committee financial expert," as such term is defined in Rule 309 of the 1934 Act and the rules and regulations promulgated by the SEC thereunder, and be able to read and understand fundamental financial statements.
Authority
The Committee shall have the authority to (i) retain (at the Company's expense) its own legal counsel, accountants and other consultants that the Committee believes, in its sole discretion, are needed to carry out its duties and responsibilities; (ii) conduct investigations that it believes, in its sole discretion, are necessary to carry out its responsibilities; and (iii) take whatever actions that it deems appropriate to foster an internal culture that is committed to maintaining quality financial reporting, sound business risk practices and ethical behavior within the Company. In addition, the Committee shall have the authority to request any officer, director or employee of the Company, the Company's outside legal counsel and the independent auditors to meet with the Committee and any of its advisors and to respond to their inquiries. The Committee shall have full access to the books, records and facilities of the Company in carrying out its responsibilities. Finally, the Board shall adopt resolutions which provide for appropriate funding, as determined by the Committee, for (i) services provided by the independent auditors in rendering or issuing an audit report, (ii) services provided by any adviser employed by the Committee which it believes, in its sole discretion, are needed to carry out its duties and responsibilities, or (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties and responsibilities.
The Committee, in its capacity as a committee of the Board, is directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditors engaged (including resolution of disagreements between the Company's management and the independent auditors regarding financial reporting) for the purpose of preparing and issuing an audit report or performing other audit, review or attestation services for the Company.
The Audit Committee shall ensure that the independent auditors submit to the Company annually a formal written statement delineating all relationships between the independent auditors and the Company and its subsidiaries (the ''Statement as to Independence''), addressing the non-audit services provided to the Company or its subsidiaries and the matters set forth in Independence Standards Board Standard No. 1.
The Audit Committee shall ensure that the independent auditors submit to the Company annually a formal written statement of the fees billed for each of the following categories of services rendered by the independent auditors: (i) the audit of the Company's annual financial statements for the most recent fiscal year and any reviews of the financial statements; (ii) information technology consulting services for the most recent fiscal year, in the aggregate and by each service (and separately identifying fees for such services relating to financial information systems design and implementation); and (iii) all other services rendered by the independent auditors for the most recent fiscal years, in the aggregate and by each service.
Appointment and Removal
The members of the Committee shall be appointed by the Board and continue to be members until their successors are elected and qualified or until their earlier retirement, resignation or removal. Any member of the Committee may be removed, with or without cause, by majority vote of the Board at any time. However, a member of the Committee shall automatically cease to be a member of the Committee upon either ceasing to be a director of the Board or, if applicable, ceasing to satisfy any applicable standards as required in Section II above of this Charter. Vacancies on the Committee will be filled by the Board.
Chairperson
The Board may appoint one member of the Committee to serve as Chair of the Committee, to convene and chair all regular and special sessions of the Committee, set the agendas for Committee meetings, to determine and communicate to management and the full Board the information needs of the Committee, and to report Committee determinations and actions on behalf of the Committee to the full Board. If the Board fails to appoint a Chair, the members of the Committee shall elect a Chair by majority vote of the full Committee to serve at the pleasure of the majority of the full Committee. If the Chair of the Committee is not present at any meeting of the Committee, an acting Chair for the meeting shall be chosen by majority vote of the Committee from among the members present. In the case of a deadlock on any matter or vote, the Chair shall refer the matter to the Board. The Committee shall also appoint a secretary who need not be a director. All requests for information from the Company or the independent auditors shall be made through the Chair.
Delegation to Subcommittees
The Committee may delegate its duties and responsibilities to a subcommittee consisting of one or more members of the Committee. Any delegation may be made only to the extent permitted by applicable rules, regulations, and the Company's constating documents.
COMMITTEE MEETINGS
The Chair shall preside at each meeting of the Committee and set the agendas for the Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings as long as they are not inconsistent with any provisions of the Company's constating documents or this Charter.
The Committee shall meet (in person or by telephonic meeting) as often as may be deemed necessary or appropriate, generally at least four times annually, or more frequently as circumstances dictate. The Committee shall meet periodically with management and the independent auditors and, if necessary, in separate executive sessions with only the independent auditors and Committee members present, or with only management and Committee members present, to discuss any matters that the Committee believes should be discussed privately. The Committee shall maintain written minutes or other records of its meetings and activities, which shall be duly filed in the Company's records.
Except as otherwise required by the constating documents of the Company, a majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Committee. The Committee may also act by unanimous written consent in lieu of a meeting.
All non-management directors who are not members of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. The Committee may, at its discretion, include in its meetings members of the Company's management, representatives of the Company's outside advisors, any other personnel employed or retained by the Company or any other persons whose presence the Committee believes to be necessary or appropriate. Notwithstanding the foregoing, the Committee may also exclude from its meetings any persons it deems appropriate, including, but not limited to, any non-management director who is not a member of the Committee.
The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Board.
DUTIES AND RESPONSIBILITIES
The Committee's role is one of oversight. The Committee shall discharge its responsibilities, and shall assess the information provided by the Company's management and the independent auditors, in accordance with its business judgment. In discharging its oversight role, the Committee encourages free and open communication among the Committee, the Company's independent auditors, and management, and is empowered to investigate any matter brought to its attention with all requisite access to all books, records, facilities and personnel of the Company and to the Company's auditors and outside legal counsel.
The following functions and responsibilities are set forth as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions.
To fulfill its responsibilities and duties, the Committee is expected to:
General
Develop and maintain free and open means of communication with the Board, the Company's independent auditors, the Company's internal auditors, if any, and the financial and general management of the Company.
Perform any other activities as the Committee deems appropriate, or as are requested by the Board, consistent with this Charter, the Company's constating documents and applicable laws and regulations.
Review and reassess, at least annually, the adequacy of this Charter and submit any recommended changes to the Board for its consideration.
Report its findings regularly to the Board, including any issues that arise with respect to the quality or integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, and the performance and independence of the Company's independent auditors.
Maintain minutes and other records of meetings and activities of the Committee.
Financial Statements and Published Information
Review filings with the governmental bodies, including without limitation the SEC, and other published documents containing the Company's financial statements, including any certification, report, opinion or review rendered by the independent auditors, or any press releases announcing earnings (especially the use of "pro forma" or "adjusted" information not prepared in compliance with generally accepted accounting principles) and all financial information and earnings guidance intended to be provided to analysts and the public or to rating agencies, and consider whether the information contained in these documents is consistent with the information contained in the financial statements.
Review and discuss with management and the independent auditors the annual and quarterly financial statements prior to their filing, including the Company's disclosure under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and a discussion with the independent auditors (i) all significant matters related to the independent auditors' review of the financial statements and (ii) the matters required to be communicated by applicable auditing standards.
Make a recommendation to the Board regarding the inclusion of the audited annual financial statements in the Company's annual report and interim financial statements in the Company's quarterly reports.
Consider and review with management, the Chief Financial Officer and/or the Controller, and the independent auditors:
(1) significant findings during the year, including the status of previous audit recommendations, and management's responses thereto;
(2) any audit problems or difficulties encountered in the course of audit work including any restrictions on the scope of activities or access to required information;
(3) any changes required in the planned scope of the audit plan;
(4) the overall scope and plans for the audit (including the audit budget and the adequacy of compensation and staffing); and
(5) the coordination of audit efforts to monitor completeness of coverage, reduction of redundant efforts, and the effective use of audit resources.
Oversee the services rendered by the independent auditors (including the resolution of disagreements between management and the independent auditors regarding preparation of financial statements).
Prepare and include in the Company's filings any report from the Committee or other disclosures as required by applicable laws and regulations.
Performance and Independence of Independent Auditor
On an annual basis, request from the independent auditors a formal written statement delineating all relationships between the independent auditors and the Company, consistent with Independence Standards Board Standard No. 1 and with all applicable laws, rules and regulations. The Committee shall review the qualification, performance and independence of the independent auditor annually and make determinations regarding the appointment or termination of the independent auditor. The Committee shall actively engage in a dialogue with the Company's management and independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors from management and the Company and take appropriate action in response to the outside auditors' report to satisfy itself of the independent auditor's objectivity and independence. The Committee shall also:
(1) confirm with the independent auditors that the independent auditors are in compliance with the partner rotation requirements established by applicable laws and regulations;
(2) consider whether, in the interest of assuring continuing independence of the independence auditors, the Company should regularly rotate its independent auditors;
(3) set clear policies for the Company's hiring of employees or former employees of the independent auditors; and
(4) if applicable, consider whether the independent auditor's provision of any permitted non-audit services to the Company is compatible with maintaining the independence of the independent auditors.
At least annually, obtain and review a written report by the independent auditors describing all relationships between the Company and the independent auditors and discuss the independent auditor's internal quality-control procedures, and any material issues raised by the most recent peer review.
Review of Services and Audit by Independent Auditor
Have the sole authority and responsibility to appoint, evaluate, determine the compensation of and, where appropriate, replace the independent auditor. The Committee may, in its discretion, seek stockholder ratification of the independent auditor it appoints. The independent auditor shall report directly to the Committee, and the Committee's responsibility includes the resolution of disagreements between management and the independent auditors regarding financial reporting.
Consider and pre-approve all auditing and non-audit services provided by the independent auditors. The Committee may delegate the authority to grant pre-approvals to one or more members of the Committee, whose decisions must be presented to the full Committee at its scheduled meetings.
Following completion of the annual audit, review with management, the independent auditors and the internal accounting department:
(1) the Company's annual financial statements and related footnotes;
(2) the independent auditors' audit of the financial statements and the report thereon;
(3) any significant changes required in the independent auditors' audit plan; and
(4) other matters related to the conduct of the audit which are to be communicated to the Committee under generally accepted auditing standards.
Reviewing with the independent auditors, as required by applicable laws and regulations:
(1) all critical accounting policies and practices used by the Company;
(2) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with Company management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors; and
(3) other material communications between the independent auditors and management, such as any management letters or schedule of unadjusted differences.
Financial Reporting Process
Review the activities, organizational structure, staffing and qualifications of the internal audit function, if any.
The Committee shall review and approve any material off-balance sheet arrangements or other material financial arrangements of the Company that do not appear on the financial statements of the Company.
Review and discuss periodically with management and the independent auditors:
(1) the adequacy and effectiveness of the Company's internal controls over financial reporting and disclosure controls and procedures;
(2) all significant deficiencies in the design or operation of the Company's internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data;
(3) the integrity of its financial reporting processes;
(4) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and
(5) the adequacy of its risk management programs and policies, including recommendations for any improvements in these areas.
Establish regular and separate systems of reporting to the Committee by each of management, the independent auditors and internal accounting department regarding any significant judgments made in management's preparation of the financial statements and the view of each as to appropriateness of such judgments.
Review with management the adequacy of the insurance and fidelity bond coverages, reported contingent liabilities, and management's assessment of contingency planning. Review management's plans regarding any changes in accounting practices or policies and the financial impact of such changes, any major areas in management's judgment that have a significant effect upon the financial statements of the Company, and any litigation or claim, including tax assessments, that could have a material effect upon the financial position or operating results of the Company.
Review with the Company's counsel any legal, tax or regulatory matter that may have a material impact on the Company's financial statements, operations, related Company's compliance policies, and programs and reports received from regulators.
Meeting periodically with management, the internal auditors, if any, and the independent auditors in separate executive sessions to discuss matters which the Committee or these groups believe should be discussed privately.
Ethical and Legal Compliance/General
Review periodically with the Company's general counsel any legal and regulatory matters that may have a material impact on the Company's financial statements.
Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
The Committee shall review and approve any transactions or courses of dealing with related parties.
Form 52-109F1
Certification of Annual Filings
Full Certificate
I, Fraser Atkinson, Chief Executive Officer of GreenPower Motor Company Inc., certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of GreenPower Motor Company Inc. (the "issuer") for the financial year ended March 31, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(ii) information required to be disclosed by the issuer 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; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control - Integrated Framework Issued by the Committee of Sponsoring Organization of the Treadway Commission in 2013.
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A.
6. Evaluation: The issuer's other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
(ii) N/A
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.
Date: July 8, 2026
| /s/ Fraser Atkinson | |
| Fraser Atkinson | |
| Chief Executive Officer |
Form 52-109F1
Certification of Annual Filings
Full Certificate
I, Michael Sieffert, Chief Financial Officer of GreenPower Motor Company Inc., certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of GreenPower Motor Company Inc. (the "issuer") for the financial year ended March 31, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(ii) information required to be disclosed by the issuer 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; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control - Integrated Framework Issued by the Committee of Sponsoring Organization of the Treadway Commission in 2013.
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A.
6. Evaluation: The issuer's other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
(ii) N/A
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.
Date: July 8, 2026
| /s/Michael Sieffert | |
| Michael Sieffert | |
| Chief Financial Officer |