Ebusco reports Full Year results 2025

2025 was another year of fundamental transformation for Ebusco. The transition to the OED production model started to have a positive operational impact in the second half of the year, but financial challenges remain.

Deurne, 30 April 2026 – Ebusco Holding N.V. (Euronext: EBUS) today publishes its results for the financial year ended 31 December 2025 and its 2025 Annual Report.

Ebusco went through another extremely difficult time in 2025, while it continued transitioning its production setup and implementing the turnaround plan at the same time, reducing its cost base and aligning its operating model. Although the path ahead remains demanding and challenging, largely due to the company’s financial condition and persistent liquidity constraints, management believes that the company is moving in the right direction. Meaningful progress has been made in terms of rightsizing the organization and implementing the OED (Original Equipment Design) production strategy, as reflected in the improvement in the bus delivery performance throughout the year 2025.

Financial review FY 2025

• 2025 revenue arrived at €76.6 million (€10.7 million in 2024)
• Significant reduction of operating expenses (excluding cost of materials) from €161.8 million in 2024 to €72.6 million in 2025 (-55.1% year-on-year)
• EBITDA loss of €56.4 million (loss of €132.6 million in 2024)
• Net loss for the year of €71.0 million (net loss of €200.6 million in 2024)
• Net equity position at year-end of €3.3 million (€27.5 million at year-end 2024)
• Cash & Cash Equivalents at year-end of €7.4 million (€2.4 million at year-end 2024).

Operational review FY 2025

• Strategic shift from OEM to OED operating model largely completed
• Strong progress in right-sizing operation, including through the consolidation of the Deurne and Venray sites into a single-facility – the number of FTEs reduced consequently, from 522 at year-end 2024 to 282 at year-end 2025, a reduction of 46%
• Implementation of some key changes in Ebusco’s governance structure, rebuilding of key group functions, Finance & Control in particular, and implementation of some initial steps to improve the internal control framework
• Order book of 245 buses at year-end (581 buses at year-end 2024), consisting of 127 firm orders and 118 call-off orders
• 123 buses delivered in 2025 (157 buses in 2024), with a stronger weighting in the second half of the year, reflecting improved delivery performance
• Ebusco’s Energy Storage Solutions business, supported by its strong partner and shareholder Gotion, clearly gained traction in 2025, securing the first contracts for its Energy Storage System (ESS) proposition and further strengthening its Mobile Energy Containers (MECs) business.

Other highlights in FY 2025

• Completion of a comprehensive restructuring of outstanding indebtedness worth over €32 million in August 2025, predominantly through a debt-for-equity swap.

Strategic options

• On 2 April 2026 Ebusco announced it had received a number of reverse inquiries. Since then significant progress has been made and the company is in discussions with strategic parties that have expressed a serious, but at this stage non-binding, interest to purchase a controlling stake in Ebusco’s bus operations.

Peter Bijvelds, Founder and member of the Management Board

“Due to the operational and financial challenges that we faced in 2025, we have been forced to focus our efforts on many different internal matters, such as the ongoing transition from OEM to OED, addressing our persistent liquidity and working capital concerns, right-sizing and strengthening the organization and all the work that we have put in, together with our partners, in terms of optimizing the production footprint and supply chain under the new OED model. The impact has been that the company has deliberately limited its focus on winning new orders, despite the widely acknowledged quality of its technology and products, in order to prioritize execution discipline and mitigate potential risks, including contractual and delivery-related risks. Even though our liquidity and working capital concerns persist, thanks to all the hard work of our employees, and in close cooperation with our customers and suppliers Ebusco has been able to put itself in a better position from an operational point of view to capture the growing demand for zero-emission public transport. This not only strengthens our position in zero-emission public transport, but also positions Ebusco well to participate in the rapid build-out of the Energy Storage Solutions market. Through our strategic cooperation with Gotion High-Tech, we are able to leverage high-quality battery technology in combination with our own integration and application expertise, at a time when geopolitical developments are fundamentally reshaping the demand for energy security and independence.

Lastly, as also stated last year, we believe both our businesses, bus and energy solutions, deserve focus, and we are currently exploring strategic options to ensure both businesses can thrive under the right governance to optimize value creation in the long term.”

Management Update

Order book

Ebusco delivered 123 buses in FY 2025, including 22 buses in December. Two additional buses were delivered in early 2026 following customer acceptance delays at year-end. As of 31 December 2025, the company’s order book totaled 245 buses, consisting of 127 firm orders and 118 call-off orders.

(*) There is no guarantee that these call-off orders will be converted into fixed orders as customers may not be successful in winning tenders or for other reasons. However, if the customer orders an electric bus, it is contractually obliged to ask Ebusco to deliver it first.

Following the cancellation of 8 buses in early 2026, the current fixed order book stands at 119 buses. Ebusco expects to deliver these 119 buses in 2026, with the vast majority of deliveries weighted toward the second half of the year. Delivery expectations exclude 14 previously cancelled buses and any deliveries under new orders.

The company continues to engage with existing and new customers and is selectively pursuing new tenders, balancing growth opportunities with execution discipline.

Ebusco is also focused on the further build out of its Energy Storage Solutions business, with the support of its key strategic partner and shareholder Gotion. At year-end 2025, the order book of the energy solutions business was as follows:

Transitioning from OEM to OED

During 2025 Ebusco progressed and largely completed its transition from an OEM to an OED manufacturing model. Ebusco has a number of contract manufacturers in Asia, who now exclusively perform the bus assembly activities, while Ebusco’s facilities in Deurne and Cléon (France) focus on pre-delivery inspection and support functions. As a result, Ebusco has become a much leaner and simpler organization.

Refinancing, Working Capital Measures and Going Concern

Also in 2025 significant management time had to be spent on addressing Ebusco’s financial condition and the persistent liquidity constraints, in particular its refinancing in August 2025, the bridge loan in December 2025 and the subsequent bridge financing and other working capital related measures in April 2026.

In July and August 2025, Ebusco completed a comprehensive financial restructuring. CVI Investments, Inc. (managed by Heights Capital Management, Inc.) and Kabuto Technology Co., Ltd. took over the positions of ING Bank N.V. and Coöperatieve Rabobank U.A. under the company’s letters of credit and bank guarantee facilities for €4.6 million and €8.2 million, respectively. Following shareholder approval on 18 August 2025, Kabuto converted its portion into new Ebusco shares. Heights did not convert its portion; this was amended into a convertible loan maturing on 19 August 2026.

On 19 August 2025, the February 2025 loan agreements of €22.0 million with Green Innovation International Co. Ltd., De Engh B.V., and Heights Capital Management, together with approximately €2.2 million of accrued interest, were converted into new Ebusco shares also.

Ebusco is consistently working towards establishing a Letter of Credit facility with a Tier 1 international bank, to replace the company’s letters of credit and bank guarantee facilities it had in place with Dutch banks previously. Such new arrangement is targeted to be in place before the end of June 2026, but remains uncertain. Until such time, Ebusco had to organize and continues to organize its working capital through different means.

In December 2025 Ebusco secured a working capital bridge loan of €5.1 million, the proceeds of which allowed the company to safeguard the ongoing delivery of its buses on time (and avoid any contractual penalties for late delivery). This bridge loan, which was repaid in the first quarter of 2026 was provided by CVI Investments Inc., an entity managed by Heights Capital Management, Inc. (Heights), De Engh B.V., Peter Bijvelds Holding Erp B.V. and N-Works B.V., all existing shareholders of Ebusco.

These same shareholders provided a €7.1 million working capital bridge loan in April 2026, as part of a working capital package of approximately €27.4 million in total, which also included the support from an Asian supply chain partner in the form of (i) a €10.65 million working capital support arrangement and (ii) a €9.64 million loan agreement, replacing an existing payable of the same amount. Together, these working capital measures materially support Ebusco’s operational execution in 2026.

Earlier in April 2026, Ebusco also announced that is has agreements in place with Heights that provide flexibility to extend maturities of Heights’ contribution to the April 2026 working capital bridge loan (which matures on 1 December 2026) and the €4.6 million bank loan it took over in July 2025, where conversion would result in a shareholding of Heights in Ebusco of 25% or more.

Despite these recent developments and various working capital measures, Ebusco’s current liquidity and financial position remains constrained, which is largely due to a delay in the implementation of the committed working capital support.

All the factors described above, including the uncertainties in relation to obtaining a Letter of Credit facility before the end of June 2026, indicate the existence of a material uncertainty that may cast significant doubt about Ebusco’s ability to continue as a going concern, which is reflected in Note 2.3 in the consolidated financial statements of the Annual Report 2025.

Potential Strategic Options Under Review

Within the context of the going concern status of Ebusco, the company is receptive in terms of considering strategic options for both its bus and energy solutions operations, both of which deserve focus to optimize value creation. On 2 April 2026 Ebusco already announced it had received multiple reverse inquiries regarding strategic options for its bus operations.

Since then, significant progress has been made and the company is in discussions with strategic parties that have expressed a serious, but at this stage non-binding, interest to purchase a controlling stake in Ebusco’s bus operations. A Special Transaction Committee has been formed by Ebusco, comprising three independent members of the Supervisory Board, which is tasked to evaluate the strategic interest and any other reverse inquiries. The structure, valuation and timing of any transaction remain subject to negotiation, due diligence, definitive documentation, approvals, and customary closing conditions.

For any transaction that will be regarded a significant change in the identity or character of the company, Ebusco will seek approval from the General Meeting of Shareholders.

Key Changes to the Governance Structure

In 2025 some key changes have been implemented in the governance structure of Ebusco: Mr. Roel Nagelmaeker and Mr. Hou Fei have been appointed as the Chief Financial Officer and Chief Operating Officer, respectively. Furthermore, Ms. Mariëtte Doornekamp, Mr. Olaf de Bruijn and Mr. Rob Engelschman (in Mr. Rob Engelschman’s case per 1 April 2026) have been appointed as new members of the Supervisory Board.

Under the leadership of the new CFO Ebusco has also started to rebuild key group functions, in particular the Finance & Control function and continues to make progress with improvements of its internal control framework (ICF) to address shortcomings across the full financial year. Due to the transition of the company’s production model, from OEM to OED, the ICF required a redesign and strengthening. This redesign is ongoing and will require some further time to mature.

Under the terms of the recent €9.64 million loan agreement discussed above, the Asian supply chain partner as lender has obtained the right to nominate a deputy CFO, with certain governance rights, under the responsibility of the Company’s CFO.

Annual Report 2025 and Annual General Meeting of Shareholders

Ebusco has published its Annual Report 2025 today, 30 April 2026, on the Ebusco investor website:

Click here to read the full press release including appendices.

As in the prior year, EY Accountants B.V. (EY) has issued an independent auditor’s report on the annual accounts dated 30 April 2026 with a disclaimer of opinion. This is, among other factors, related to the material uncertainty with respect to Ebusco’s ability to continue as a going concern, the financial and operational difficulties the company has faced, the restructuring process Ebusco has gone through in 2025, including changes in staff, management and supervisory board, and the shortcomings in relation to the ICF, each as described in the Annual Report. In relation to the ICF, initial improvement steps have been taken late 2025, but which were not yet sufficiently mature or embedded to fully address shortcomings across the full financial year.

The annual accounts of Ebusco will be submitted to shareholders for approval at the Annual General Meeting of Shareholders on 16 June 2026 (the AGM). For the understanding required to make a sound judgement as to the financial position and results of Ebusco and for a satisfactory understanding of the scope of the audit by EY and the disclaimer of opinion, this press release should be read in conjunction with the annual accounts, together with the independent auditor’s report thereon issued by EY.

The notice, agenda, explanatory notes and any other documents for the AGM will be published on the Ebusco investor website on 5 May 2026.

Corporate Calendar for 2026