GreenPower Motor : 2024 Q4 Year-End Financial Statements

GREENPOWER MOTOR COMPANY INC.

CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended March 31, 2024, 2023 and 2022 (Expressed in US

dollars)

GREENPOWER MOTOR COMPANY INC.

Consolidated Financial Statements

(Expressed in US Dollars)

For the Years Ended March 31, 2024, 2023, and 2022
Report of Independent Registered Public Accounting Firm BDO Canada LLP; Vancouver, British
Columbia; (PCAOB ID#1227)	3
Report of Independent Registered Public Accounting Firm Crowe Mackay LLP; Vancouver, British
Columbia; (PCAOB ID#01462 - Withdrawal Pending)	5
Consolidated Statements of Financial Position	7
Consolidated Statements of Operations and Comprehensive Loss…	8
Consolidated Statements of Changes in Equity …………………… ..………...................................9
Consolidated Statements of Cash Flows…	10
Notes to the Consolidated Financial Statements…	11	- 41

Tel: [phone]	BDO Canada LLP
Fax: [phone]	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, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in equity and cash flows for the each of the years then ended, 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, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and Interpretations (collectively "IFRS").

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 since 2022.

Vancouver, Canada

June 28, 2024

Crowe MacKay LLP

1100 - 1177 West Hastings Street Vancouver, BC V6E 4T5

Main [phone]

Fax [phone] www.crowemackay.ca

Report of Independent Registered Public Accounting Firm (Withdrawal Pending)

To the Shareholders and the Board of Directors of GreenPower Motor Company Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of GreenPower Motor Company Inc. and subsidiaries (the "Company") as of March 31, 2022, the related consolidated statements of operations and comprehensive loss, changes in equity (deficit) and cash flows for the years ended March 31, 2022 and 2021, 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 consolidated financial position of the Company as at March 31, 2022 and 2021, and the results of its operations and its cash flows for the years ended March 31, 2022 and 2021, and in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Emphasis of Matter Regarding Going Concern Uncertainty

We draw attention to Note 1 to the consolidated financial statements which describes the material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") (Withdrawal Pending) 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 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 Company'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 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.

/s/ Crowe MacKay LLP

Chartered Professional Accountants

We have served as the Company's auditor since 2011.

Vancouver, Canada

June 30, 2022

GREENPOWER MOTOR COMPANY INC.

Consolidated Statements of Financial Position

As of March 31, 2024 and 2023

(Expressed in US Dollars)

			March 31, 2024		March 31, 2023
Assets
Current
Cash (Note 4)	$	1,150,891	$	600,402
Accounts receivable, net of allowances (Note 5)		2,831,942		10,406,906
Current portion of finance lease receivables (Note 6)		111,529		1,051,873
Promissory note receivable (Note 7)		-		159,171
Inventory (Note 8)		32,010,631		41,609,234
Prepaids and deposits		748,362		328,584
Non-current		36,853,355		54,156,170
Finance lease receivables (Note 6)		1,046,855		1,918,483
Right of use assets (Note 9)		4,124,563		4,845,738
Property and equipment (Note 11, Note 22)		2,763,525		2,604,791
Restricted deposit (Note 10)		414,985		-
Other assets		1		1
		$	45,203,284	$	63,525,183
Liabilities
Current
Line of credit (Note 12)	$	7,463,206	$	6,612,232
Term loan facility (Note 13)		2,267,897		-
Accounts payable and accrued liabilities (Note 19)		2,977,251		7,316,267
Current portion of deferred revenue (Note 16)		7,066,145		8,059,769
Loans payable to related parties (Note 19)		-		3,287,645
Current portion of lease liabilities (Note 9)		630,207		669,040
Current portion of warranty liability (Note 20)		750,806		535,484
Current portion of deferred benefit of government assistance (Note 22)		-		18,374
Current portion of contingent liability (Note 22)		136,078		-
Current portion of term loan (Note 22)		-		1,467
Non-current		21,291,590		26,500,278
Deferred revenue (Note 16)		2,876,240		1,938,840
Lease liabilities (Note 9)		4,006,004		4,570,811
Contingent liability (Note 22)		1,255,668		-
Loans payable to related parties (Note 19)		2,432,180		-
Other liabilities		25,699		34,265
Term loan (Note 22)		-		608,751
Deferred benefit of government assistance (Note 22)		-		667,967
Warranty liability (Note 20)		1,749,084		1,542,265
			33,636,465		35,863,177
Equity
Share capital (Note 14)		76,393,993		75,528,238
Reserves		14,305,642		13,066,183
Accumulated other comprehensive loss		(111,896)		(141,443)
Accumulated deficit		(79,020,920)		(60,790,972)
			11,566,819		27,662,006
		$	45,203,284	$	63,525,183
Nature and Continuance of Operations and Going Concern - Note 1
Events After the Reporting Period - Note 26
Approved on behalf of the Board on June 28, 2024
/s/ Fraser Atkinson	/s/ Mark Achtemichuk
Director		Director

(The accompanying notes are an integral part of these consolidated financial statements)

Page 7 of 43

GREENPOWER MOTOR COMPANY INC.

Consolidated Statements of Operations and Comprehensive Loss

For the Years Ended March 31, 2024, 2023, and 2022

(Expressed in US Dollars)

		March 31,		March 31,		March 31,
		2024		2023		2022
Revenue (Note 23)	$	39,271,839	$	39,695,890	$	17,236,773
Cost of Sales (Note 8)		33,914,237		32,445,836		13,360,068
Gross Profit		5,357,602		7,250,054		3,876,705
Sales, general and administrative costs
Salaries and administration (Note 19)		8,814,561		7,394,085		5,807,744
Depreciation (Notes 9 and 11)		1,858,458		1,219,223		661,958
Product development costs		1,811,472		2,090,338		1,381,101
Office expense		1,607,459		920,468		419,398
Insurance		1,716,157		1,801,665		1,244,505
Professional fees		1,925,938		1,477,094		1,207,920
Sales and marketing		661,426		818,289		686,544
Share-based payments (Notes 15 and 19)		1,502,112		3,645,893		5,771,475
Transportation costs		212,263		324,773		231,472
Travel, accomodation, meals and entertainment		599,169		748,299		641,500
Allowance for credit losses (Notes 5, 7, and 17)		1,450,962		95,153		8,940
Total sales, general and administrative costs		22,159,977		20,535,280		18,062,557
Loss from operations before interest, accretion and foreign exchange		(16,802,375)		(13,285,226)		(14,185,852)
Interest and accretion		(1,554,858)		(1,549,769)		(515,668)
Other Income (Note 19, Note 11)		306,288		72,867		364,296
Foreign exchange gain (loss)		131,416		(30,897)		(65,117)
Loss from operations for the year		(17,919,529)		(14,793,025)		(14,402,341)
Other item
Write down of assets (Notes 2.g., 6 and 22)		(423,267)		(250,832)		(607,579)
Loss for the year		(18,342,796)		(15,043,857)		(15,009,920)
Other comprehensive income / (loss)						(39,413)
Cumulative translation reserve		29,547		(13,007)
Total comprehensive loss for the year	$	(18,313,249)	$	(15,056,864)	$	(15,049,333)
Loss per common share, basic and diluted	$	(0.74)	$	(0.64)	$	(0.69)
Weighted average number of common shares outstanding, basic and		24,950,961		23,522,755		21,877,488
diluted

(The accompanying notes are an integral part of these consolidated financial statements)

Page 8 of 43

GREENPOWER MOTOR COMPANY INC.

Consolidated Statements of Changes in Equity

For the Years ended March 31, 2024, 2023 and 2022

(Expressed in US Dollars)	Share Capital				Accumulated other
	Number of						comprehensive		Accumulated
	Common shares		Amount		Reserves		income (loss)		Deficit	Total
Balance, March 31, 2021	20,892,560	$	61,189,736	$	6,677,123	$	(89,023)	$	(31,625,388)	$ 36,152,448
Share issuance costs	-		(27,329)		-		-		-	(27,329)
Shares issued for exercise of warrants	1,925,656		7,305,834		(994,161)		-		-	6,311,673
Shares issued for exercise of options	329,822		2,365,880		(1,139,621)		-		-	1,226,259
Fair value of stock options forfeited	-		-		(276,000)		-		276,000	-
Share-based payments	-		-		5,771,475		-		-	5,771,475
Cumulative translation reserve	-		-		-		(39,413)		-	(39,413)
Net loss for the year	-		-		-		-		(15,009,920)	(15,009,920)
Balance, March 31, 2022	23,148,038	$	70,834,121	$	10,038,816	$	(128,436)	$	(46,359,308)	34,385,193
Share issuance costs	-		(216,803)		-		-		-	(216,803)
Shares issued for cash	1,565,268		4,895,826		-		-		-	4,895,826
Shares issued for exercise of options	3,322		15,094		(6,333)		-		-	8,761
Fair value of stock options forfeited	-		-		(612,193)		-		612,193	-
Share-based payments	-		-		3,645,893		-		-	3,645,893
Cumulative translation reserve	-		-		-		(13,007)		-	(13,007)
Net loss for the year	-		-		-		-		(15,043,857)	(15,043,857)
Balance, March 31, 2023	24,716,628	$	75,528,238	$	13,066,183	$	(141,443)	$	(60,790,972)	$ 27,662,006
Share issuance costs	-		(14,904)		-		-		-	(14,904)
Shares issued for cash	188,819		520,892		-		-		-	520,892
Shares issued for exercise of options	85,715		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	24,991,162	$	76,393,993	$	14,305,642	$	(111,896)	$	(79,020,920)	$ 11,566,819

(The accompanying notes are an integral part of these consolidated financial statements)

Page 9 of 43

GREENPOWER MOTOR COMPANY INC.

Consolidated Statements of Cash Flows

For the Years Ended March 31, 2024, 2023 and 2022

(Expressed in US Dollars)

		March 31,		March 31,		March 31,
		2024		2023		2022
Cash flows from (used in) operating activities
Loss for the year	$	(18,342,796)	$	(15,043,857)	$	(15,009,920)
Items not affecting cash
Allowance for credit losses		1,450,962		95,153		8,940
Depreciation		1,854,728		1,219,223		661,958
Share-based payments		1,502,112		3,645,893		5,771,475
Accretion and accrued interest		723,199		826,584		(7,034)
Amortization of deferred financing fees		-		-		416,738
Write down of assets		423,267		250,832		607,579
Other income		(306,288)		(72,867)		(365,278)
Write down of inventory		1,078,854		192,000		153,798
Foreign exchange (gain) / loss		(131,416)		30,897		65,117
Changes in non-cash working capital items:		(11,747,378)		(8,856,142)		(7,696,627)
Accounts receivable		6,255,091		(7,377,311)		1,480,669
Inventory		8,752,609		(9,132,692)		(21,018,276)
Prepaids and deposits		(419,778)		172,935		(73,373)
Finance lease receivables		132,138		425,383		287,947
Accounts payable and accrued liabilities		(4,339,016)		5,816,192		192,973
Deferred revenue		(337,484)		3,158,930		6,389,707
Warranty liability		571,570		1,034,766		93,232
		(1,132,248)		(14,757,939)		(20,343,748)
Cash flows from (used in) investing activities
Proceeds from disposal of property and equipment, net of fees		-		874,184		-
Restricted deposits		(400,000)		-		-
Purchase of property and equipment		(361,533)		(355,993)		(536,093)
Lion truck body business combination		-		(215,000)		-
		(761,533)		303,191		(536,093)
Cash flows from (used in) financing activities
Repayment of loans payable to related parties		(449,400)		-		-
Loans from related parties		-		3,043,734		-
Proceeds from (repayment of) line of credit		850,974		845,853		5,766,379
Proceeds from term loan facility		2,235,375		-		-
Proceeds from promissory note		30,111		15,055		-
Principal payments on promissory note		-		-		(346,166)
Payments on lease liabilities		(1,050,611)		(394,580)		(266,042)
Proceeds from issuance of common shares		520,892		4,895,826		-
Repayment of other liabilities		(8,566)		(8,566)		-
Equity offering costs		(14,904)		(216,803)		(27,329)
Proceeds from exercise of stock options		209,962		8,761		1,226,259
Proceeds from exercise of warrants		-		-		6,311,673
		2,323,833		8,189,280		12,664,774
Foreign exchange on cash		120,437		(22,452)		(104,559)
Net increase (decrease) in cash		550,489		(6,287,920)		(8,319,626)
Cash, beginning of year		600,402		6,888,322		15,207,948
Cash, end of year	$	1,150,891	$	600,402	$	6,888,322

Supplemental Cash Flow Disclosure Note 25

(The accompanying notes are an integral part of these consolidated financial statements)

Page 10 of 43

GREENPOWER MOTOR COMPANY INC.

Notes to the Consolidated Financial Statements For the Years Ended March 31, 2024, 2023 and 2022 (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.

The consolidated financial statements were approved by the Board of Directors on June 28, 2024.

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 inthe normal course of operations.

The Company's operations are dependent upon its ability to raise capital and generate cash flows. As at March 31, 2024, the Company had a cash balance of $1,150,891, working capital, defined as current assets less current liabilities, of $15,561,765, accumulated deficit of ($79,020,920), shareholders' equity of $11,566,819, and the Company recorded a loss of ($18,342,796) for the year ended March 31, 2024. 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 term loan facility with Export Development Canada ("EDC") and, from time to time, and by seeking potential new sources of financing.

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