EXHIBIT 99.1

  

elva_ex991img2.jpg

 

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. dollars)

 

ELECTROVAYA INC.

 

FOR THE THREE AND NINE MONTH PERIODS ENDED June 30, 2026 and 2025

 

 

 

 

ELECTROVAYA INC.

Condensed Interim Consolidated Statements of Financial Position

(Expressed in thousands of U.S. dollars)

As at June 30, 2026 and September 30, 2025

 

 

 

 

 

As at

 

 

As at

 

 

 

Notes

 

June 30,

2026

 

 

September 30,

2025

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$13,084

 

 

 

6,358

 

Restricted cash

 

 

 

 

3,168

 

 

 

656

 

Trade and other receivables

 

Note 4

 

 

29,980

 

 

 

16,474

 

Inventories

 

Note 5

 

 

18,269

 

 

 

12,451

 

Prepaid expenses

 

Note 6

 

 

11,457

 

 

 

6,017

 

Total current assets

 

 

 

 

75,958

 

 

 

41,956

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

Note 7

 

 

19,042

 

 

 

13,043

 

Long-term deposit

 

 

 

 

255

 

 

 

257

 

Deposits for Jamestown equipment

 

Note 6

 

 

21,100

 

 

 

6,608

 

Deferred income tax asset

 

 

 

 

2,166

 

 

 

2,067

 

Total non-current assets

 

 

 

 

42,563

 

 

 

21,975

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

$118,521

 

 

 

63,931

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

Note 8

 

$9,307

 

 

 

9,576

 

Derivative liability

 

Note 15

 

 

-

 

 

 

144

 

Lease liability

 

Note 11

 

 

777

 

 

 

358

 

Total current liabilities

 

 

 

 

10,084

 

 

 

10,078

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

Lease liability

 

Note 11

 

 

2,015

 

 

 

1,457

 

Long term loan

 

Note 9 (a), (b)

 

 

38,265

 

 

 

20,744

 

Government assistance payable

 

 

 

 

544

 

 

 

216

 

Other payables

 

Note 18

 

 

379

 

 

 

309

 

Total non-current liabilities

 

 

 

 

41,203

 

 

 

22,726

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

Share capital

 

Note 12(a)

 

 

171,999

 

 

 

134,866

 

Contributed surplus

 

 

 

 

12,514

 

 

 

11,508

 

Warrants

 

Note 12(c)

 

 

-

 

 

 

4,725

 

Accumulated other comprehensive income

 

 

 

 

6,240

 

 

 

5,909

 

Deficit

 

 

 

 

(123,519)

 

 

(125,881)

Total Equity

 

 

 

$67,234

 

 

 

31,127

 

Total liabilities and equity

 

 

 

$118,521

 

 

 

63,931

 

 

See accompanying notes to unaudited condensed interim consolidated financial statements

 

Signed on behalf of the Board of Directors

 

Chair of the Board

 

Sankar Das Gupta, Director

Chair of Audit Committee

 

James K Jacobs, Director

 

 

1 | Page

 

 

ELECTROVAYA INC.

Condensed Interim Consolidated Statements of Earnings

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

(Unaudited)

 

 

 

 

 

Three-months ended

June 30,

 

 

Nine-months ended

June 30,

 

 

 

Notes

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

Note 17

 

$17,715

 

 

 

17,133

 

 

 

51,318

 

 

 

43,320

 

Direct manufacturing costs

 

Note 5(c)

 

 

11,527

 

 

 

11,856

 

 

 

33,977

 

 

 

29,962

 

Gross margin

 

 

 

 

6,188

 

 

 

5,277

 

 

 

17,341

 

 

 

13,358

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

 

 

(407)

 

 

1,169

 

 

 

2,294

 

 

 

3,223

 

Government assistance

 

 

 

 

737

 

 

 

(1)

 

 

(94)

 

 

(85)

Sales and marketing

 

 

 

 

715

 

 

 

582

 

 

 

2,540

 

 

 

1,866

 

General and administrative

 

 

 

 

1,474

 

 

 

634

 

 

 

4,115

 

 

 

2,907

 

Stock based compensation

 

 

 

 

2,382

 

 

 

543

 

 

 

2,781

 

 

 

1,246

 

Depreciation and amortization

 

Note 7

 

 

499

 

 

 

388

 

 

 

1,362

 

 

 

1,033

 

 

 

 

 

 

5,400

 

 

 

3,315

 

 

 

12,998

 

 

 

10,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

 

 

788

 

 

 

1,962

 

 

 

4,343

 

 

 

3,168

 

Net finance charges

 

Note 10

 

 

384

 

 

 

591

 

 

 

1,376

 

 

 

1,925

 

Foreign exchange loss (gain) and interest income

 

 

 

 

99

 

 

 

464

 

 

 

704

 

 

 

(72)

Income tax recovery

 

 

 

 

-

 

 

 

-

 

 

 

99

 

 

 

-

 

Net income for the period

 

 

 

$305

 

 

 

907

 

 

 

2,362

 

 

 

1,315

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per share

 

 

 

$0.01

 

 

 

0.02

 

 

 

0.05

 

 

 

0.04

 

Diluted income per share

 

 

 

$0.01

 

 

 

0.02

 

 

 

0.05

 

 

 

0.03

 

Weighted average number of shares – basic

 

 

 

 

49,744,052

 

 

 

40,100,715

 

 

 

48,200,156

 

 

 

37,509,735

 

Weighted average number of shares – diluted

 

 

 

 

52,497,545

 

 

 

42,011,683

 

 

 

50,378,421

 

 

 

40,234,391

 

 

See accompanying notes to unaudited condensed interim consolidated financial statements.

 

 

2 | Page

 

 

ELECTROVAYA INC.

Condensed Interim Consolidated Statements of Comprehensive income

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

(Unaudited)

 

 

 

Three-months ended

June 30,

 

 

Nine-months ended

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

$305

 

 

 

907

 

 

 

2,362

 

 

 

1,315

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that may be reclassified to Profit and Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative translation adjustment

 

 

182

 

 

 

(246)

 

 

331

 

 

 

(436)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income for the period

 

$487

 

 

 

661

 

 

 

2,693

 

 

 

879

 

 

See accompanying notes to unaudited condensed interim consolidated financial statements.

 

 

3 | Page

 

 

ELECTROVAYA INC.

Condensed Interim Consolidated Statements of Changes in Equity

(Expressed in thousands of U.S. dollars)

For the nine-month periods ended June 30, 2026 and 2025

 

 

 

Share

Capital

 

 

Contributed

Surplus

 

 

Warrants

 

 

Accumulated

other

Comprehensive

Income

 

 

Deficit

 

 

Total

 

Balance – October 01, 2024

 

$116,408

 

 

 

10,904

 

 

 

4,725

 

 

 

5,792

 

 

 

(129,244)

 

 

8,585

 

Stock-based compensation

 

 

-

 

 

 

1,246

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,246

 

Issue of shares

 

 

11,582

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,582

 

Exercise of options

 

 

72

 

 

 

(30)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

42

 

Cumulative translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(436)

 

 

-

 

 

 

(436)

Net income for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,315

 

 

 

1,315

 

Balance – June 30, 2025

 

$128,062

 

 

 

12,120

 

 

 

4,725

 

 

 

5,356

 

 

 

(127,929)

 

 

22,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – October 01, 2025

 

$134,866

 

 

 

11,508

 

 

 

4,725

 

 

 

5,909

 

 

 

(125,881)

 

 

31,127

 

Stock-based compensation

 

 

-

 

 

 

2,781

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,781

 

Issuance of shares

 

 

25,845

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

25,845

 

Exercise of options

 

 

5,278

 

 

 

(1,775)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,503

 

Exercise of warrants

 

 

6,010

 

 

 

-

 

 

 

(4,725)

 

 

-

 

 

 

-

 

 

 

1,285

 

Cumulative translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

331

 

 

 

-

 

 

 

331

 

Net income for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,362

 

 

 

2,362

 

Balance – June 30, 2026

 

$171,999

 

 

 

12,514

 

 

 

-

 

 

 

6,240

 

 

 

(123,519)

 

 

67,234

 

 

See accompanying notes to unaudited condensed interim consolidated financial statements.

 

 

4 | Page

 

 

ELECTROVAYA INC.

Condensed Interim Consolidated Statement of Cash Flows

(Expressed in thousands of U.S. dollars)

Nine-month periods ended June 30, 2026 and 2025

(Unaudited)

 

 

 

 

 

For the nine month periods ended

 

 

 

Notes

 

June 30, 2026

 

 

June 30, 2025

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents provided by (used in)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

 

$2,362

 

 

 

1,315

 

Add:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

1,362

 

 

 

1,033

 

Stock based compensation

 

 

 

 

2,781

 

 

 

1,246

 

Interest expense and other financing charges

 

Note 10

 

 

1,376

 

 

 

1,925

 

Unrealized foreign exchange

 

 

 

 

794

 

 

 

(145)

Income tax recovery

 

 

 

 

(99)

 

 

-

 

Cash provided by operating activities

 

 

 

 

8,576

 

 

 

5,374

 

Net changes in the working capital

 

Note 14

 

 

(25,945)

 

 

(12,688)

Cash (used in) operating activities

 

 

 

$(17,369)

 

 

(7,314)

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

Note 7

 

$(5,097)

 

 

(2,414)

Deposits for Jamestown equipment

 

 

 

 

(14,492)

 

 

-

 

Change in restricted cash

 

 

 

 

(2,512)

 

 

(174)

Cash (used in) investing activities

 

 

 

$(22,101)

 

 

(2,588)

 

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of shares, net of issuance cost

 

Note 12(a)

 

$25,845

 

 

 

11,582

 

Proceeds from exercise of warrants

 

 

 

 

1,174

 

 

 

-

 

Proceeds from exercise of options

 

Note 12(a)

 

 

3,505

 

 

 

30

 

Proceeds from working capital facilities

 

Note 9(a)

 

 

42,093

 

 

 

56,125

 

Repayment of working capital facilities

 

Note 9(a)

 

 

(40,612)

 

 

(53,049)

Proceeds from EXIM loan, net of debt issuance cost

 

Note 9(b)

 

 

16,461

 

 

 

-

 

Repayment of vendor take back loan

 

 

 

 

-

 

 

 

(1,630)

Repayment of promissory note

 

 

 

 

-

 

 

 

(533)

Interest and other finance cost

 

Note 10

 

 

(762)

 

 

(1,621)

Government assistance

 

 

 

 

(40)

 

 

(40)

Lease payments

 

Note 11

 

 

(615)

 

 

(331)

Cash from financing activities

 

 

 

$47,049

 

 

 

10,533

 

 

 

 

 

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

 

 

$7,579

 

 

 

631

 

Cash and cash equivalents, beginning of period

 

 

 

 

6,358

 

 

 

781

 

Effect of movements in exchange rates on cash held

 

 

 

 

(853)

 

 

(122)

Cash and cash equivalents at end of period

 

 

 

$13,084

 

 

 

1,290

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

 

 

 

 

Interest paid

 

 

 

$762

 

 

$1,603

 

Income tax paid

 

 

 

 

-

 

 

 

-

 

 

See accompanying notes to unaudited condensed interim consolidated financial statements.

 

 

5 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

1. Reporting Entity

 

Electrovaya Inc. (the “Company”) is domiciled in Ontario, Canada, and is incorporated under the Business Corporations Act (Ontario). The Company’s registered office is at 6688 Kitimat Road, Mississauga, Ontario, L5N 1P8, Canada. The Company’s common shares trade on the Toronto Stock Exchange and NASDAQ under the symbol ELVA.TO and ELVA, respectively. The Company has no immediate or ultimate controlling parent.

 

These unaudited condensed interim consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group” or “Company”). The Company is primarily involved in the design, development, manufacturing and sale of Lithium-Ion batteries, battery systems and battery-related products for energy storage, clean electric transportation, and other specialized applications.

 

2. Basis of Presentation

 

a. Statement of Compliance

 

These unaudited condensed interim consolidated financial statements have been prepared based on the principles of International Accounting Standard 34, “Interim Financial Reporting” as issued by the International Accounting Standards Board (“IASB”). These unaudited condensed interim consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Company’s September 30, 2025 audited annual consolidated financial statements and accompanying notes.

 

These unaudited condensed interim consolidated financial statements were authorized for issuance by the Company’s Board of Directors on August 7, 2026.

 

b. Basis of Accounting

 

These unaudited condensed interim consolidated financial statements have been prepared on the going concern basis, which contemplates the realization of assets and settlement of liabilities as they fall due in the normal course of business.

 

c. Functional and Presentation Currency

 

These consolidated financial statements are presented in U.S. dollars and have been rounded to the nearest thousands, except per share amounts and when otherwise indicated. The functional currency of the Electrovaya Inc. is the Canadian dollar, and the functional currencies of all the Group’s companies is US Dollars.

 

Below are the companies within the Group - Electrovaya Corp., Electrovaya Company, Sustainable Energy Jamestown LLC, Electrovaya USA Inc, Electrovaya Japan Co. Ltd.

 

d. Use of Judgements and Estimates

 

The preparation of the unaudited condensed interim consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

 

 

6 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

Information about significant areas of estimation uncertainty that have the most significant effect on the amounts recognized in the unaudited condensed interim consolidated financial statements relate to the following (assumptions made are disclosed in individual notes throughout the unaudited condensed interim consolidated financial statements where relevant):

 

 

·

Estimates used in determining the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by future technology or other market-driven changes that may reduce future selling prices.

 

·

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

 

·

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

 

·

Estimates used in determining the fair value of stock option grants and warrants. These estimates include assumptions about the volatility of the Company’s stock and forfeiture.

 

3. Material Accounting Policies

 

The material accounting policies adopted in these unaudited condensed interim consolidated financial statements are the same as those applied in the Company’s consolidated financial statements as at and for the year ended September 30, 2025. Unless otherwise stated, these policies have been consistently applied to all periods presented.

 

4. Trade and Other Receivables

 

 

 

June 30,

2026

 

 

September 30,

2025

 

Trade receivables, gross

 

$28,779

 

 

 

13,796

 

Expected credit losses

 

 

(54)

 

 

(82)

Net trade receivables

 

 

28,725

 

 

 

13,714

 

Other receivables

 

 

1,255

 

 

 

2,760

 

Trade and other receivables

 

$29,980

 

 

 

16,474

 

 

As at financial period ending June 30, 2026:

 

 

 

Current

 

 

31-60

 

 

61-90

 

 

90-120

 

 

 

>120

 

 

total

 

%

 

 

49.90

 

 

 

3.63

 

 

 

39.83

 

 

 

0.46

 

 

 

6.18

 

 

 

100

 

Trade receivable (net of specific provision)

 

$14,361

 

 

 

1,046

 

 

 

11,463

 

 

 

131

 

 

 

1,778

 

 

 

28,779

 

Expected loss rate

 

 

0.20

 

 

 

0.53

 

 

 

1.70

 

 

 

3.14

 

 

 

3.55

 

 

 

0.41

 

Expected loss provision

 

$23

 

 

 

2

 

 

 

13

 

 

 

3

 

 

 

13

 

 

 

54

 

 

As at financial year ending September 30, 2025:

 

 

 

Current

 

 

31-60

 

 

61-90

 

 

90-120

 

 

 

>120

 

 

total

 

%

 

 

81.31

 

 

 

7.52

 

 

 

0.41

 

 

 

0.34

 

 

 

10.42

 

 

 

100

 

Trade receivable (net of specific provision)

 

$11,218

 

 

 

1,038

 

 

 

57

 

 

 

46

 

 

 

1,437

 

 

 

13,796

 

Expected loss rate

 

 

0.20

 

 

 

0.53

 

 

 

1.70

 

 

 

3.14

 

 

 

3.55

 

 

 

0.59

 

Expected loss provision

 

$23

 

 

 

6

 

 

 

1

 

 

 

1

 

 

 

51

 

 

 

82

 

 

 

7 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

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

 

 

 

June 30,

2026

 

 

September 30,

 2025

 

Beginning balance

 

$82

 

 

 

64

 

Write off

 

 

-

 

 

 

(2)

Allowance provided/(recovery)

 

 

(28)

 

 

20

 

Ending balance 

 

$54

 

 

 

82

 

 

5. Inventories

 

a. Total inventories on hand as at June 30, 2026 and September 30, 2025 are as follows:

 

 

 

June 30,

2026

 

 

September 30, 

2025

 

Raw materials

 

$15,728

 

 

 

11,348

 

Semi-finished

 

 

1,085

 

 

 

-

 

Finished goods

 

 

1,456

 

 

 

1,103

 

 

 

$18,269

 

 

 

12,451

 

 

b. During the period ended June 30, 2026, the provision for slow moving and obsolete inventories amounted to $214 (September 30, 2025: $218), which was also included in direct manufacturing costs.

 

c. During the three and nine month periods ended June 30, 2026, materials amounted to $11,240 and $32,767 (three and nine month periods ended June 30, 2025: $11,703 and $22,268) was expensed through direct manufacturing costs.

 

6. Prepaid expenses

 

 

 

June 30,

2026

 

 

September 30,

2025

 

Prepaid expenses

 

$321

 

 

 

187

 

Prepaid insurance

 

 

42

 

 

 

5

 

Prepaid purchases

 

 

11,094

 

 

 

5,825

 

Deposits for Jamestown equipment

 

 

21,100

 

 

 

6,608

 

 

 

$32,557

 

 

 

12,625

 

 

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

 

Deposits for Jamestown Equipment represent advances paid to vendors for the procurement of manufacturing equipment for the Company’s new manufacturing facility in Jamestown, New York. The Company has entered into equipment purchase and other capital purchase commitments with various vendors with an aggregate value of approximately $21,862 which is expected to be paid within the next twelve months.

 

 

8 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

7. Property, plant and equipment

 

June 30, 2026

 

 

 

Land

 

 

Building

 

 

Right of

Use

Asset

 

 

Leasehold

Improvement

 

 

Production

Equipment

 

 

Office

Furniture

&

Equipment

 

 

Capital

work in

progress

 

 

Battery

technology

 

 

Total

 

Gross carrying amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance beginning

 

$215

 

 

 

7,485

 

 

 

3,109

 

 

 

329

 

 

 

2,513

 

 

 

120

 

 

 

2,049

 

 

 

2,016

 

 

 

17,836

 

Additions

 

 

-

 

 

 

-

 

 

 

1,451

 

 

 

2,106

 

 

 

500

 

 

 

36

 

 

 

3,129

 

 

 

263

 

 

 

7,485

 

Exchange differences

 

 

-

 

 

 

-

 

 

 

(100)

 

 

(13)

 

 

(60)

 

 

(6)

 

 

-

 

 

 

(46)

 

 

(225)

Balance ending

 

$215

 

 

 

7,485

 

 

 

4,460

 

 

 

2,422

 

 

 

2,953

 

 

 

150

 

 

 

5,178

 

 

 

2,233

 

 

 

25,096

 

Depreciation and impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance beginning

 

$-

 

 

 

(1,167)

 

 

(1,977)

 

 

(79)

 

 

(1,038)

 

 

(92)

 

 

-

 

 

 

(440)

 

 

(4,793)

Depreciation

 

 

-

 

 

 

(281)

 

 

(389)

 

 

(59)

 

 

(296)

 

 

(22)

 

 

-

 

 

 

(315)

 

 

(1,362)

Exchange differences

 

 

-

 

 

 

(1)

 

 

48

 

 

 

3

 

 

 

29

 

 

 

3

 

 

 

-

 

 

 

19

 

 

 

101

 

Balance ending

 

$-

 

 

 

(1,449)

 

 

(2,318)

 

 

(135)

 

 

(1,305)

 

 

(111)

 

 

-

 

 

 

(736)

 

 

(6,054)

Net Book Value ending

 

$215

 

 

 

6,036

 

 

 

2,142

 

 

 

2,287

 

 

 

1,648

 

 

 

39

 

 

 

5,178

 

 

 

1,497

 

 

 

19,042

 

 

September 30, 2025

 

 

 

Land

 

 

Building

 

 

Right of

Use

Asset

 

 

Leasehold

Improvement

 

 

Production

Equipment

 

 

Office

Furniture

&

Equipment

 

 

Capital

work in

progress

 

 

Battery

technology

 

 

Total

 

Gross carrying amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance beginning

 

$215

 

 

 

7,485

 

 

 

3,209

 

 

 

76

 

 

 

1,809

 

 

 

105

 

 

 

-

 

 

 

935

 

 

 

13,834

 

Additions

 

 

-

 

 

 

-

 

 

 

(96)

 

 

253

 

 

 

1,213

 

 

 

20

 

 

 

2,049

 

 

 

1,076

 

 

 

4,515

 

Disposals

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(509)

 

 

-

 

 

 

-

 

 

 

11

 

 

 

(498)

Exchange differences

 

 

-

 

 

 

 

 

 

 

(4)

 

 

-

 

 

 

-

 

 

 

(5)

 

 

-

 

 

 

(6)

 

 

(15)

Balance ending

 

$215

 

 

 

7,485

 

 

 

3,109

 

 

 

329

 

 

 

2,513

 

 

 

120

 

 

 

2,049

 

 

 

2,016

 

 

 

17,836

 

Depreciation and impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance beginning

 

$-

 

 

 

(793)

 

 

(1584)

 

 

(48)

 

 

(1,194)

 

 

(72)

 

 

-

 

 

 

(169)

 

 

(3,860)

Depreciation

 

 

-

 

 

 

(374)

 

 

(393)

 

 

(31)

 

 

(279)

 

 

(21)

 

 

-

 

 

 

(271)

 

 

(1,369)

Disposals

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

435

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

435

 

Exchange differences

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

1

 

Balance ending

 

$-

 

 

 

(1,167)

 

 

(1,977)

 

 

(79)

 

 

(1,038)

 

 

(92)

 

 

-

 

 

 

(440)

 

 

(4,793)

Net Book Value ending

 

$215

 

 

 

6,318

 

 

 

1,132

 

 

 

250

 

 

 

1,475

 

 

 

28

 

 

 

2,049

 

 

 

1,576

 

 

 

13,043

 

 

During the nine months period ended June 30, 2026, the Company incurred debt issuance cost of $1,982 (September 30, 2025: $1,790) in connection with the EXIM financing facility. The loan fees are initially recognized as a deduction from the carrying amount of the related loan and are amortized using the effective interest rate (EIR) method. Borrowing costs arising from the EIR accretion of the loan fees are capitalized to capital work in progress (CWIP) in accordance with IAS 23 – Borrowing Costs, only up to the date the qualifying asset is ready for its intended use. Thereafter, such borrowing costs are recognized in profit or loss. For the three and nine month periods ended June 30, 2026, the Company capitalized $406 and $937 to CWIP (September 30, 2025: $23).

 

Refer to Note 9(b) for further details.

 

 

9 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

8. Trade and Other payables

 

 

 

June 30,

2026

 

 

September 30,

2025

 

Trade payables

 

$5,983

 

 

 

6,798

 

Accruals

 

 

2,658

 

 

 

2,046

 

Employee payables

 

 

666

 

 

 

732

 

 

 

$9,307

 

 

 

9,576

 

 

Warranty provision continuity schedule is as follows:

 

 

 

June 30,

2026

 

 

September 30,

2025

 

Opening provision

 

$1,192

 

 

 

1,072

 

Utilised during the period

 

 

(917)

 

 

(665)

Provided during the period

 

 

1,157

 

 

 

785

 

Closing balance

 

$1,432

 

 

 

1,192

 

 

9. Working Capital Facilities

 

a. Revolving Credit Facility- Bank of Montreal (BMO)

 

As at June 30, 2026, the principal balance under the facility is $18,760 (Cdn $26,649). The maximum credit available under the facility is $20,000.

The Company has a working capital facility with BMO bearing interest at the Canadian prime rate plus an applicable margin. As at June 30, 2026, the applicable interest rate was 7.20% (September 30, 2025: 7.45%). The interest is payable monthly and carrying value of the BMO revolving credit facility is as follows -

 

 

 

June 30,

2026

 

 

September 30,

2025

 

Opening balance

 

$17,672

 

 

 

16,283

 

Exchange difference

 

 

(853)

 

 

(1)

Payments made during the period

 

 

(40,612)

 

 

(77,895)

Loan fees amortization

 

 

144

 

 

 

104

 

Loan fees

 

 

-

 

 

 

(565)

Cash drawn during the period

 

 

42,093

 

 

 

79,757

 

Closing balance

 

$18,444

 

 

 

17,683

 

 

During March 2025, the company paid off its Cortland working capital facility.

 

On March 07, 2025, the Company entered a three-year credit agreement with Bank of Montreal as lender to provide working capital facilities with outstanding amounts not exceeding $20,000 and $5,000 accordion. As a part of this agreement, the balance outstanding with Cortland working capital facility was paid off in full. The Company paid an early termination fee to Cortland for $375. Legal and professional fees in relation to the new facility have been capitalized and will be amortized over the period of the facility. The working capital facility provides the Bank with security over the assets of the Company.

 

Interest accrued up to June 30, 2026, is $50 (September 30, 2025: $ 100).

 

 

10 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

  

b. Export-Import Bank of United States

 

During March 2025, a loan was approved from Export–Import Bank of the United States for $50,853 for the Jamestown facility with a term of 6.5 years and interest rate of 4.90%. The interest payment commences from the month of March 2026, and the principal repayment commences from the month of December 2027.

 

As of June 30, 2026, the Company has drawn the following amount:

 

 

 

June 30,

2026

 

 

September 30, 2025

 

Opening balance

 

$3,061

 

 

 

-

 

Loan amount withdrawn during the period

 

 

18,444

 

 

 

4,845

 

Debt issuance cost (net of amortization)

(June 30, 2026: $215; September 30, 2025: $9)

 

 

(1,983)

 

 

(1,790)

Interest and accretion

 

 

299

 

 

 

6

 

 

 

$19,821

 

 

 

3,061

 

 

Interest on EXIM loan calculated under effective interest rate method of $937 (September 30, 2025: $23) was capitalized as part of “capital work in progress” (CWIP) (Refer Note 7 for more details).

 

10. Finance costs

 

During the three and nine-month periods ended June 30, 2026 and 2025, the Company incurred both cash and non-cash finance costs. The following table shows the split as included on the statement of earnings.

 

 

 

Three-month periods ended

 

 

Nine-month periods ended

 

 

 

30-June-26

 

 

30-June-25

 

 

30-June-26

 

 

30-June-25

 

 

 

Cash

 

 

Non-Cash

 

 

Total

 

 

Cash

 

 

Non-Cash

 

 

Total

 

 

Cash

 

 

Non-Cash

 

 

Total

 

 

Cash

 

 

Non-Cash

 

 

Total

 

Working capital facility

 

$230

 

 

 

(2)

 

 

228

 

 

 

343

 

 

 

14

 

 

 

357

 

 

 

762

 

 

 

-

 

 

 

762

 

 

1373

 

 

 

69

 

 

 

1,442

 

Promissory notes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

17

 

 

 

17

 

Interest on VTB loan

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

16

 

 

 

-

 

 

 

16

 

Lease interest (note 11)

 

 

70

 

 

 

-

 

 

 

70

 

 

 

69

 

 

 

-

 

 

 

69

 

 

 

202

 

 

 

-

 

 

 

202

 

 

 

214

 

 

 

-

 

 

 

214

 

Equity issuance cost

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18

 

 

 

32

 

 

 

50

 

Changes in fair value of derivative warrants

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

138

 

 

 

138

 

 

 

-

 

 

 

(36)

 

 

(35)

 

 

-

 

 

 

96

 

 

 

96

 

Accretion on government payable

 

 

-

 

 

 

85

 

 

 

85

 

 

 

-

 

 

 

26

 

 

 

26

 

 

 

-

 

 

 

448

 

 

 

447

 

 

 

-

 

 

 

90

 

 

 

90

 

 

 

$300

 

 

 

83

 

 

 

383

 

 

 

412

 

 

 

179

 

 

 

591

 

 

 

964

 

 

 

412

 

 

 

1,376

 

 

 

1,621

 

 

 

304

 

 

 

1,925

 

 

11. Lease liability

 

As of June 30, 2026, lease liability consists of:

 

 

 

June 30,

2026

 

 

September 30, 2025

 

Current

 

$777

 

 

 

358

 

Non-current

 

 

2,015

 

 

 

1,457

 

 

 

$2,792

 

 

 

1,815

 

 

 

11 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

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

 

 

 

June 30,

2026

 

 

June 30,

2025

 

Interest on lease liabilities

 

$199

 

 

 

214

 

Incremental borrowing rate at time of transition

 

 

14%

 

 

14%

Cash outflow for the lease

 

$615

 

 

 

545

 

 

The Company’s future undiscounted minimum lease payments for the period ended June 30, 2026, for the continued operations are as under:

 

Year

 

Amount ($)

 

Year 1

 

 

1,217

 

Year 2

 

 

1,248

 

Year 3

 

 

1,133

 

Year 4

 

 

373

 

 

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

 

In January 2026, the Company entered into a lease agreement for its lab facility for three years. The terms of the renewed lease entail a fixed monthly rent as follows:

 

 

·

CAD $33,008 for the first year,

 

·

CAD $33,801 for the second year, and

 

·

CAD $34,612 for the third year.

 

In May 2026, the Company entered into a three-year lease agreement for leasing 14,000 square feet of space to increase its warehouse facility in Mississauga. The payment schedule is as follows:

 

 

·

CAD $27,000 for the first year,

 

·

CAD $28,000 for the second year, and

 

·

CAD $29,000 for the third year.

 

 

12 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

12. Share capital

 

a. Authorized and issued capital stock

 

 

 

 

 

 

Common Shares

 

 

 

Note

 

 

Number

 

 

Amount

 

Balance, September 30, 2024

 

 

 

 

 

34,137,665

 

 

$116,408

 

Issuance of shares

 

(i)

 

 

 

5,951,250

 

 

 

11,582

 

Exercise of options

 

 

 

 

 

18,000

 

 

 

72

 

Balance, June 30, 2025

 

 

 

 

 

40,106,915

 

 

 

128,062

 

Transfer from contributed surplus

 

 

 

 

 

-

 

 

 

2,080

 

Exercise of warrants

 

(ii)

 

 

 

845,000

 

 

 

3,249

 

Exercise of options

 

 

 

 

 

1,157,005

 

 

 

1,475

 

Balance, September 30, 2025

 

 

 

 

 

42,108,920

 

 

 

134,866

 

Issuance of shares

 

(iii)

 

 

 

5,405,000

 

 

 

25,845

 

Exercise of warrants

 

(iv) (v)

 

 

 

1,487,841

 

 

 

1,174

 

Exercise of options

 

12(b)

 

 

997,136

 

 

 

3,503

 

Transfer from contributed surplus

 

 

 

 

 

 

-

 

 

 

6,611

 

Balance, June 30, 2026

 

 

 

 

 

 

49,998,897

 

 

$171,999

 

 

i.

The Company issued 5,951,250 common shares at $2.15 for a total equity raise of $11,789 and share issuance cost of $207. The proceeds were recognized net of legal and consulting fees.

ii.

On August 11, 2025, the warrants classified as derivative warrants were exercised by the investors at the price of CDN 5.30. As a result, the Company received US $3,249 in total proceeds. Fair valuation was done under Black Scholes model and the assumptions on the date of exercise included Risk-free interest rate (based on U.S. government bond yields) of 2.68%, expected volatility of the market price of shares (based on historical volatility of share price) of 65.05%, and the expected warrant life (in years) of 0.24 years.

iii.

The Company issued 5,405,000 common shares at $4.862 for a total equity raise of $26,079 (including fees of $200 paid to underwriters and $234 paid for legal services; 705,000 common shares issued pursuant to the full exercise of the over-allotment option at the offering price). The proceeds were recognised net of the legal and consulting fees.

iv.

On November 07, 2025, the warrants classified as derivative warrants were exercised by the investors at the price of CDN 5.30. As a result, the Company received US $255 in total proceeds. Fair valuation was done under Black Scholes model and the assumptions on the date of exercise included Share price CDN 7.54, Risk-free interest rate (based on U.S. government bond yields) of 2.42%, expected volatility of the market price of shares (based on historical volatility of share price) of 72.30%, and the expected warrant life (in years) of 0 years. A revaluation gain of $35 was recognized in finance cost and $109 were transferred from derivative liability to share capital.

v.

Dr. Sankar Das Gupta, Chairman and a director of the Company, exercised 1,420,000 warrants at an exercise price of Cdn $0.90 per share. As a result, the Company issued 1,420,000 common shares and increased its issued and outstanding share capital accordingly. Accordingly, an amount of $4,725 is reclassed from warrants to share capital as presented in condensed interim consolidated statements of changes in equity.

 

b. Stock Options

 

Options to purchase common shares of the Company under its stock option plan may be granted by the Board of Directors of the Company to certain full-time and part-time employees, directors and consultants of the Company and its affiliates. Stock options are non-assignable and may be granted for terms of up to 10 years. Stock options vest at various periods from zero to three years. As a result of the reverse stock split, every five options were consolidated into one option without any action from option holders, reducing the number of outstanding options from approximately 23.5 million to 4.7 million.

 

On February 17, 2021, at a Special Meeting of the Shareholders, a resolution was passed to (i) authorize amendments to the Company’s Stock Option Plan to increase the maximum number of common shares issuable upon the exercise of stock options thereunder from 3,020,000 to 4,600,000.

 

On March 25, 2022, at a Special Meeting of the Shareholders, a resolution was passed to (i) authorize amendments to the Company’s Stock Option Plan to increase the maximum number of common shares issuable upon the exercise of stock options thereunder from 4,600,000 to 6,000,000.

 

 

13 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

 

 

Number outstanding

 

 

Weighted average

exercise price

 

Outstanding, September 30, 2024

 

 

4,880,288

 

 

 

2.52

 

Exercised during the period

 

 

(18,000)

 

 

3.25

 

Expired during the period

 

 

(31,499)

 

 

3.42

 

Granted

 

 

514,000

 

 

 

2.50

 

Outstanding, June 30, 2025

 

 

5,344,789

 

 

 

2.58

 

Exercised during the period

 

 

(1,157,005)

 

 

1.31

 

Expired during the period

 

 

(2,900)

 

 

3.34

 

Granted

 

 

370,000

 

 

 

3.37

 

Outstanding, September 30, 2025

 

 

4,524,884

 

 

 

3.44

 

Exercised during the period

 

 

(997,136)

 

 

3.45

 

Expired during the period

 

 

(10,598)

 

 

3.56

 

Granted

 

 

1,897,000

 

 

 

7.41

 

Outstanding, June 30, 2026

 

 

5,414,150

 

 

 

4.76

 

 

As on June 30, 2026

 

Exercise price

 

Number

Outstanding

 

 

Weighted

average

remaining

life (years)

 

 

Number

exercisable

 

 

Weighted

average

exercise price

 

$

7.41

 

 

(Cdn10.53)

 

 

1,897,000

 

 

 

9.77

 

 

 

63,333

 

 

 

7.41

 

$

2.39

 

 

(Cdn3.4)

 

 

504,000

 

 

 

8.78

 

 

 

270,221

 

 

 

2.39

 

$

3.29

 

 

(Cdn4.68)

 

 

388,332

 

 

 

7.76

 

 

 

271,682

 

 

 

3.29

 

$

3.77

 

 

(Cdn5.35)

 

 

956,332

 

 

 

6.78

 

 

 

356,332

 

 

 

3.77

 

$

2.01

 

 

(Cdn2.85)

 

 

215,000

 

 

 

5.97

 

 

 

215,000

 

 

 

2.01

 

$

4.05

 

 

(Cdn5.75)

 

 

20,000

 

 

 

5.42

 

 

 

20,000

 

 

 

4.05

 

$

3.52

 

 

(Cdn5)

 

 

1,167,667

 

 

 

5.20

 

 

 

367,667

 

 

 

3.52

 

$

2.32

 

 

(Cdn3.3)

 

 

98,518

 

 

 

4.20

 

 

 

98,518

 

 

 

2.32

 

$

1.06

 

 

(Cdn1.5)

 

 

24,000

 

 

 

3.09

 

 

 

24,000

 

 

 

1.06

 

$

0.99

 

 

(Cdn1.4)

 

 

47,180

 

 

 

1.65

 

 

 

47,180

 

 

 

0.99

 

$

4.29

 

 

(Cdn6.1)

 

 

5,000

 

 

 

1.09

 

 

 

5,000

 

 

 

4.29

 

$

7.50

 

 

(Cdn10.65)

 

 

91,121

 

 

 

0.50

 

 

 

91,121

 

 

 

7.50

 

 

 

 

 

 

 

 

5,414,150

 

 

 

 

 

 

 

1,830,054

 

 

 

3.37

 

 

 

14 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

As on June 30, 2025

 

Exercise price

 

Number

Outstanding

 

 

Weighted

average

remaining

life (years)

 

 

Number

exercisable

 

 

Weighted

average

exercise price

 

$

2.50

 

 

(Cdn3.4)

 

 

484,000

 

 

 

9.78

 

 

 

133,333

 

 

 

2.50

 

$

3.44

 

 

(Cdn4.68)

 

 

441,000

 

 

 

8.76

 

 

 

205,007

 

 

 

3.44

 

$

3.93

 

 

(Cdn5.35)

 

 

1,002,000

 

 

 

7.78

 

 

 

281,676

 

 

 

3.93

 

$

2.09

 

 

(Cdn2.85)

 

 

298,000

 

 

 

6.97

 

 

 

298,000

 

 

 

2.09

 

$

4.22

 

 

(Cdn5.75)

 

 

20,000

 

 

 

6.41

 

 

 

20,000

 

 

 

4.22

 

$

3.67

 

 

(Cdn5)

 

 

1,494,667

 

 

 

6.20

 

 

 

694,667

 

 

 

3.67

 

$

2.42

 

 

(Cdn3.3)

 

 

270,268

 

 

 

5.20

 

 

 

270,268

 

 

 

2.42

 

$

1.10

 

 

(Cdn1.5)

 

 

1,024,000

 

 

 

4.08

 

 

 

1,024,000

 

 

 

1.10

 

$

1.03

 

 

(Cdn1.4)

 

 

116,566

 

 

 

2.65

 

 

 

116,566

 

 

 

1.03

 

$

4.48

 

 

(Cdn6.1)

 

 

10,667

 

 

 

2.09

 

 

 

10,667

 

 

 

4.48

 

$

7.82

 

 

(Cdn10.65)

 

 

101,121

 

 

 

1.50

 

 

 

101,121

 

 

 

7.82

 

$

2.90

 

 

(Cdn3.95)

 

 

9,600

 

 

 

0.62

 

 

 

9,600

 

 

 

2.90

 

$

2.53

 

 

(Cdn3.45)

 

 

72,900

 

 

 

0.25

 

 

 

72,900

 

 

 

2.53

 

 

 

 

 

 

 

 

5,344,789

 

 

 

 

 

 

 

3,237,805

 

 

 

2.58

 

 

For the options exercised, the share price at the time of exercise was between CDN $6.02-$17.06. Total stock-based compensation expense recognized during the three and nine months period ended June 30, 2026 was $2,382 and $2,781 (June 30, 2025: $543 and $1,246).

 

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

 

c. Warrants

 

Details of Share Warrants

 

 

 

Number Outstanding

 

 

Exercise Price

 

Outstanding, September 30, 2024

 

 

1,420,000

 

 

$0.63

 

Outstanding, June 30, 2025

 

 

1,420,000

 

 

$0.63

 

Outstanding, September 30, 2025

 

 

1,420,000

 

 

$0.63

 

Outstanding, June 30, 2026

 

 

-

 

 

 

-

 

 

Additionally, the number of derivative warrants at June 30, 2026 were NIL (September 30, 2025: 67,841).

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

 

Risk-free interest rate (based on U.S. government bond yields) of NIL (June 30, 2025: 2.62%), expected volatility of the market price of our shares (based on historical volatility of our share price) of NIL (June 30, 2025: 53.46%) and the expected warrant life (in years) of NIL (June 30, 2025: 0.36). A 10% change in any assumption would result in the change in derivative warrant liability between NIL (June 30, 2025: ($40)) and NIL (June 30, 2025: $40).

 

Warrant continuity schedule is as follows:

 

 

 

Units

 

 

Fair Value

 

Closing balance (September 30, 2024)

 

 

912,841

 

 

$155

 

Warrants exercised as on August 11, 2025

 

 

(845,000)

 

 

(926)

Fair value adjustment

 

 

-

 

 

 

915

 

Closing balance (September 30, 2025)

 

 

67,841

 

 

 

144

 

Warrants exercised on November 30, 2025

 

 

(67,841)

 

 

(109)

Fair value adjustment

 

 

-

 

 

 

(35)

Closing balance (June 30, 2026)

 

 

-

 

 

$-

 

 

 

15 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

13. Related Party Transactions

 

Management compensation

 

Key management compensation comprises the following:

 

 

 

Three-month periods ended

 

 

Nine-month periods ended

 

 

 

June 30, 2026

 

 

June 30, 2025

 

 

June 30, 2026

 

 

June 30, 2025

 

Salaries, bonus and other benefits

 

$238

 

 

 

95

 

 

 

1,029

 

 

 

526

 

Share based compensation

 

 

223

 

 

 

259

 

 

 

394

 

 

 

512

 

 

 

$461

 

 

 

354

 

 

 

1,423

 

 

 

1,038

 

 

Research Lab – Facility Usage Agreement

 

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

 

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

 

On December 31, 2025, the old facility agreement expired. In January 2026, the Company entered into a new Facility Usage Agreement for a term of three years. The new lease has been recognized as a lease liability and corresponding right of use asset.

 

Special Options Grants

 

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

 

Dr. Sankar Das Gupta was granted 700,000 options which vest in two tranches of 200,000 options and one tranche of 300,000 options, based on reaching specific target market capitalizations. The fair value of these options on the day of grant is calculated using the Monte Carlo method of option valuation and expensed over the mean vesting period in accordance with IFRS 2. The expense of NIL and NIL is recorded within stock-based compensation in the unaudited condensed interim consolidated statement of earnings for the three and nine month periods ended June 30, 2026 (three and nine month periods ended June 30, 2025: NIL and $175)

 

In April 2023, following the suggestion of the Company’s Compensation Committee, consisting entirely of independent directors, the Company’s Board of Directors awarded Dr. Rajshekar Das Gupta a total of 600,000 options. These options will vest in two phases: 300,000 options and 300,000 options, contingent upon achieving certain target market capitalizations. The expense of $Nil and NIL is recorded within stock-based compensation in the unaudited condensed interim consolidated statement of earnings for the three and nine month periods ended June 30, 2026 (three and nine month periods ended June 30, 2025: NIL and $78).

 

 

16 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

14. Change in Non-Cash Operating Working Capital

 

 

 

June 30,

2026

 

 

June 30,

2025

 

Trade and other receivables

 

$(13,506)

 

 

(7,810)

Inventories

 

 

(6,062)

 

 

(2,475)

Prepaid expenses and other

 

 

(5,277)

 

 

(2,097)

Trade and other payables

 

 

(1,100)

 

 

(306)

 

 

$(25,945)

 

 

(12,688)

 

15. Financial Instruments

 

Derivative Liabilities

 

Warrants as derivative liability is fair valued using Black Scholes Model (“BSM”). Using this approach, the fair value of the warrants on November 09, 2022, was determined to be $3,265. Key valuation inputs and assumptions used in the BSM are stock price of CAD $4.55, expected life of 3 years, annualized volatility of 85.58%, annual risk-free rate of 3.87%, and annual dividend yield of 0.0%.

 

All the warrants were exercised before the expiry date in November 2025.

 

For the financial year ending September 30, 2025, key valuation inputs and assumptions used in the BSM when valuing the warrants as at September 30, 2025, were, stock price Cdn $8.20 (September 30, 2024: Cdn $3.16), expected life of 0.11 years (September 30, 2024: 1.1 years), annualized volatility of 87.03% (September 30, 2024: 52.72%), annual risk-free rate of 2.49 % (September 30, 2024: 2.94%), and dividend yield of 0.0 % (September 30, 2024: 0.0%).

 

Risk Management

 

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

 

Capital risk

 

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

 

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

 

The Company’s capital management objectives are:

 

 

·

to ensure the Company’s ability to continue as a going concern.

 

·

to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

 

 

17 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

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

 

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

 

Credit risk and Concentration risk

 

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

 

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

 

The Company is exposed to credit risk in the event of default by its customers. Accounts receivables are recorded at the invoiced amount, do not bear interest, and do not require collateral. For the three and nine month periods ended June 30, 2026, two customers accounted for $15,556 and $35,757 or 88% and 70% of revenue (three and nine month periods ended June 30, 2025: $10,740 and $28,489 or 63% and 66%). As of June 30, 2026, two customers accounted for 63.19% of accounts receivable (September 30, 2025: 88%). Refer note 4 for expected credit loss provision.

 

Liquidity risk

 

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

 

As at June 30, 2026

 

 

 

Year 1

 

 

Year 2

 

 

Year 3

 

 

Year 4

 

 

Year 5 and beyond

 

 

Total

 

Trade and other payables

 

$9,308

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,308

 

Lease liability

 

 

1,217

 

 

 

1,248

 

 

 

1,133

 

 

 

373

 

 

 

-

 

 

 

3,971

 

Long term loan

 

 

-

 

 

 

22,258

 

 

 

4,664

 

 

 

4,664

 

 

 

10,493

 

 

 

42,079

 

Other payable

 

 

179

 

 

 

419

 

 

 

379

 

 

 

379

 

 

 

758

 

 

 

2,114

 

 

 

$10,704

 

 

 

23,925

 

 

 

6,176

 

 

 

5,416

 

 

 

11,251

 

 

 

57,472

 

 

 

18 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

As at September 30, 2025

 

 

Year 1

 

 

Year 2

 

 

Year 3

 

 

Year 4

 

 

Year 5 and beyond

 

 

Total

 

Trade and other payables

 

$9,555

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,555

 

Lease liability

 

 

761

 

 

 

719

 

 

 

735

 

 

 

752

 

 

 

189

 

 

 

3,156

 

Long term loan

 

 

-

 

 

 

969

 

 

 

18,641

 

 

 

969

 

 

 

1,938

 

 

 

22,517

 

Other payable

 

 

196

 

 

 

239

 

 

 

239

 

 

 

225

 

 

 

491

 

 

 

1,390

 

 

 

$10,512

 

 

 

1,927

 

 

 

19,615

 

 

 

1,946

 

 

 

2,618

 

 

 

36,618

 

 

Market risk

 

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

 

Interest rate risk

 

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

 

Foreign currency risk

 

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

 

Purchases are transacted in Canadian dollars, United States dollars and Euro. Management believes the foreign exchange risk derived from any currency conversions may have a material effect on the results of its operations. The financial instruments impacted by a change in exchange rates include our exposures to the above financial assets or liabilities denominated in nonfunctional currencies. Cash held by the Company in US dollars at June 30, 2026 was $4,779 (September 30, 2025: $1,590).

 

If the US dollar to Canadian foreign exchange rate changed by 2% this would change the recorded net gain (loss) by $580 (June 30, 2025: $310).

 

16. Contingencies

 

a. Refundable Ontario Investment Tax Credits

 

On July 22, 2022, the Company received a Notice of Confirmation from the CRA relating to the 2014 and 2015 SRED reassessment for $299 (Cdn$386) and $302 (Cdn$389) including interest respectively. The balance owing has been fully provided for in other payables, and the Company is pursuing the next appropriate step in the appeal process and believes the amounts may be reversed or substantially reduced. The outcome cannot be determined.

 

 

19 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

b. Ministry of Energy

 

On May 28, 2018, the Province of Ontario issued a claim against Electrovaya Corp. claiming $655 (Cdn $830) related to a dispute regarding funding and fulfilment of the Intelligent Energy Storage System under the Smart Grid Fund program. A Statement of Defense disputing the claim in its entirety was filed on March 21, 2019. No further steps have been taken by the province to pursue the claim.

 

c. Other Contingencies

 

In the normal course of business, the Company is party to business related claims. The potential outcomes related to existing matters faced by the Company are not determinable at this time. The Company intends to defend these actions, and management believes that the resolution of these matters will not have a material adverse effect on the Company’s financial condition.

 

17. Segment and Customer Reporting

 

The Company develops, manufactures and markets power technology products. There is only a single segment applicable to the Company.

 

Given the size and nature of the products produced, the Company’s sales are segregated based on large format batteries, with the remaining smaller product line categorized as “Other”.

 

There has been no change in either the determination of the Group’s segments, or how segment performance is measured, from that described in the Company’s condensed interim consolidated financial statements as at and for the period ended June 30, 2026.

 

 

 

Three months

ended June 30,

 

 

Nine months

ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Large format batteries

 

$17,694

 

 

 

17,053

 

 

 

51,244

 

 

 

42,514

 

Other

 

 

21

 

 

 

80

 

 

 

74

 

 

 

806

 

 

 

$17,715

 

 

 

17,133

 

 

 

51,318

 

 

 

43,320

 

 

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

 

 

 

Three months

ended June 30,

 

 

Nine months

ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue with customers

 

 

 

 

 

 

 

 

 

 

 

 

Sale of batteries and battery systems

 

$17,588

 

 

 

17,053

 

 

 

51,138

 

 

 

42,514

 

Sale of services

 

 

19

 

 

 

7

 

 

 

72

 

 

 

533

 

Others

 

 

108

 

 

 

73

 

 

 

108

 

 

 

273

 

 

 

$17,715

 

 

 

17,133

 

 

 

51,318

 

 

 

43,320

 

 

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

 

 

 

Three months

ended June 30,

 

 

Nine months

ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Canada

 

$238

 

 

 

1,824

 

 

 

769

 

 

 

2,172

 

United States

 

 

16,493

 

 

 

15,304

 

 

 

49,451

 

 

 

41,042

 

Others

 

 

984

 

 

 

5

 

 

 

1,098

 

 

 

106

 

 

 

$17,715

 

 

 

17,133

 

 

 

51,318

 

 

 

43,320

 

 

 

20 | Page

 

 

ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

18. Other payables

 

Technology Partnerships Canada (“TPC”) projects are long-term (up to 30 years) commencing with an R&D phase, followed by a benefits phase – the period in which a product, or a technology, could generate revenue for the Company. In such cases, repayments would flow back to the program according to the terms and conditions of the Company’s contribution agreement.

 

In June 2018, the contribution agreement was amended and is included at its net present value in other payables. Further, in September 2024, the agreement was further amended with amended terms and conditions for the repayment of the debt with new payment schedule. Consequently, the old debt was de-recognized, and the new debt was recognized with first payment starting in July 2025 and final payment to be discharged in July 2031.

 

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

 

 

 

June 30,

2026

 

 

September 30,

2025

 

Opening balance

 

$332

 

 

 

379

 

Interest accretion

 

 

83

 

 

 

114

 

Foreign exchange gain / loss

 

 

(7)

 

 

(12)

Debt extinguishment

 

 

-

 

 

 

(149)

Ending balance

 

 

408

 

 

 

332

 

Less: current portion of the debt (included in trade and other payables)

 

 

(29)

 

 

(23)

Ending balance of long-term portion

 

$379

 

 

 

309

 

 

Following is the payment schedule for TPC:

 

Year

 

Amount ($)

 

2026

 

 

126

 

2027

 

 

126

 

2028

 

 

126

 

2029

 

 

126

 

2030

 

 

126

 

2031

 

 

126

 

 

19. Income tax

 

The Company’s effective income tax rate was -5% for the nine months ended June 30, 2026 (June 30, 2025 –0.00%). The effective tax rate is different than the statutory rate primarily due to the recognition of previously unrecognized deferred tax assets on non-capital losses in Canada.

 

 

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ELECTROVAYA INC.

Notes to unaudited condensed interim consolidated financial statements

(Expressed in thousands of U.S. dollars)

For the three and nine month periods ended June 30, 2026 and 2025

 

The income tax recovery differs from the amount computed by applying the Canadian statutory income tax rate of 26.50% (2025 – 26.50%) to the loss before income taxes as a result of the following:

 

 

 

For the period ended

 

 

 

June 30, 2026

 

 

June 30, 2025

 

Income (loss) before income taxes

 

$2,262

 

 

 

1,315

 

Expected recovery of income taxes based on statutory rates

 

 

599

 

 

 

348

 

Reduction in income tax recovery resulting from:

 

 

 

 

 

 

 

 

Foreign tax rate differential

 

 

(130)

 

 

(57)

Other permanent differences

 

 

1,211

 

 

 

131

 

Share issue costs allocated to equity

 

 

-

 

 

 

(39)

Expiry of losses

 

 

50

 

 

 

372

 

Benefit from deferred tax asset not previously recognized

 

 

(1,829)

 

 

(755)

Income tax expense (recovery)

 

$(99)

 

 

-

 

 

20. Subsequent event

 

Subsequent to the reporting period, on July 14, 2026, the Company entered into a commercial agreement and warrant transaction with Amazon.com, Inc. Under the agreement, Amazon received warrants to purchase up to 13,880,345 common shares of the Company at an exercise price of US$8.5650 per share, based on the five-day volume-weighted average trading price immediately preceding the agreement date. Of the total warrants issued, 5,545,880 warrants vested immediately upon execution of the commercial arrangements.

 

The remaining 8,334,465 warrants vest proportionately based on future purchases by Amazon, with the warrants becoming fully vested upon Amazon achieving cumulative purchases of US$280 million. The warrants expire on July 14, 2036, and are subject to customary adjustments and applicable regulatory and stock-exchange approvals.

 

 

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