Equipmake Holdings - Interim Results

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). 

27 February 2026

Equipmake Holdings plc

("Equipmake", the "Company" or together with its subsidiaries the "Group")

Interim Results for the six months ended 30 November 2025

Equipmake, a market leader in engineering-driven differentiated electrification technologies, products and solutions across the automotive, truck, bus and speciality vehicle industries, announces its unaudited results for the six months ended 30 November 2025 ("H126" or the "Period"). 

Financial Highlights  

·      Reflecting the Company's revenue recognition policy and the expected weighting of FY26 revenue to the second half, revenue of £1.44 million (H125: £1.94 million as restated excluding grant revenue). 

·      Total underlying cash based administrative expenses in the Period reduced by 35% to £1.9 million (H125 £2.9 million) reflecting cost reduction measures undertaken in FY25. 

·      Loss before taxation of £2.8 million (H125: loss of £4.3 million). 

·      Cash as at 30 November 2025 of £0.72 million (30 November 2024: £2.0 million). 

Operational Highlights  

·      The Period was the first following the formal strategic review process with the Group benefiting from decisive restructuring and refocusing activities, including a significant reduction in the Group's cost base. 

·      Group activities focused on three business areas: off-highway, on-highway and aerospace and defence, with revenue generating activities and strategic partnerships in all areas 

·      Further £5.45 million order received from Agrale S.A ("Agrale") for zero emission drivetrain kits with income starting post Period end. 

·      Purchase order worth £0.55 million from Seahorse Amphibious Vehicles Limited, the designer, manufacturer and supplier of amphibious passenger vehicles. 

·      Significant progress in the Off-highway sector through the development agreements with Caterpillar and JCB. 

·      Appointment of Tim Metcalfe as the Company's Non-Executive Chairman on 2 July 2025. 

Post-period Highlights  

·      As announced earlier today, a further £3.0 million strategic investment has been agreed with Caterpillar Ventures Capital Inc. on the same terms as their £5.0 million investment in March 2025. 

·      Additional £2.4 million order from Agrale for zero emission drivetrain kits 

·      Current live orderbook approximately £10.7 million 

·      Cash as at 31 January 2026 increased to £0.8 million 

Ian Foley, CEO of Equipmake, commented:  

"Following the decisive restructuring and refocusing in the prior financial year, the first half of FY26 marked a turning point for Equipmake. With Caterpillar's continued support, a strengthened balance sheet and growing commercial traction, we are now executing against a clear strategy focused on scalable, higher-margin opportunities. Demand for our technology is increasing across our sectors of focus, and we are converting that interest into tangible programmes and long-term partnerships. Our priority is disciplined growth - delivering innovative electrification solutions while building a sustainable, profitable business for shareholders." 

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About Equipmake 

Equipmake is a UK-based industrial technology company specialising in the engineering, development and production of electrification products to meet the needs of the automotive and other sectors in support of the transition from fossil-fuelled to zero-emission drivetrains. 

Equipmake is a leader in high performance technologically advanced electric motors, inverters and complete zero-emission electric drivetrains and power electronic systems. Equipmake has developed a vertically integrated solution providing fully bespoke solutions to its customers. The Company is focussed on accelerating traction with OEM and Tier 1 suppliers in relation to higher margin component and drivetrain supply under long-term growth contracts. 

Key differentiators of the Company offerings are its advanced technology and performance, reliability and adherence to ASIL-D¹ functional safety. Equipmake's advanced motor and inverter technology, featuring ASIL-D compliance, are designed to customers' highest functional safety standards. With decades of experience in electric drivetrain integration and a dedicated prototype vehicle testing facility, Equipmake can significantly accelerate product development for customers. 

¹ Automotive Safety Integrity Level ("ASIL") is a risk classification scheme defined by the ISO 26262 - Functional Safety for Road Vehicles standard and is a critical requirement for road vehicles. Of the four ASILs identified by the standard, ASIL-D dictates the highest integrity requirements on the product, which require exceptional rigour in their development. 

Chief Executive Officer's Statement 

Following the restructuring and refocusing undertaken in FY25, the first half of FY26 has been a period of renewed operational discipline and strategic focus for Equipmake. The £5 million strategic investment from Caterpillar Venture Capital Inc., a wholly owned subsidiary of Caterpillar Inc. ("Caterpillar'), completed on 31 March 2025, provided the financial stability required to sharpen our commercial focus and accelerate execution against our core priorities. Post period end, we were pleased to secure a further £3 million investment from Caterpillar through the expansion of the existing convertible loan note facility, strengthening the Group's working capital position. 

Our relationship with Caterpillar continues to deepen and represents a cornerstone of our long-term growth strategy. Their backing enhances Equipmake's credibility with customers and suppliers, provides access to new markets, and offers a natural route to market for our electrification solutions. We are seeing increasing demand for our high-performance electric drivetrain technology across multiple sectors, and we believe the Group is well positioned to capture these opportunities. 

Strategy 

Our strengthened management team, streamlined operations and world-class product portfolio positions Equipmake for sustainable growth. The Company's strategic focus is on scaling higher-margin component and drivetrain supply to OEM and Tier 1 partners under long-term contracts, alongside technology licensing across specialist markets focused on off-highway, on-highway, and aerospace and defence. 

Our priorities are clear:  

·      Scaling drivetrain and inverter product sales to OEM and Tier 1 partners 

·      Driving margin improvement through design optimisation and supplier collaboration 

·      Working with Caterpillar to explore opportunities in industrial and off-highway applications 

·      Delivering bus repowering projects on disciplined commercial terms, using third party sourcing where appropriate 

·      Progressing other off-highway opportunities 

·      Progressing opportunities in aerospace and defence electrification 

·      Developing data-driven service and AI-enabled offerings to build recurring revenue 

·      Maintaining strict financial discipline while targeting revenue growth 

Our focus and priorities are yielding positive results. Equipmake's existing partnerships with Caterpillar, Agrale, JCB, CorePower Ocean, Gilmour Space Technologies, H55, Seahorse and Textron demonstrate the broad applicability of our technology and provide a strong foundation for future expansion. 

Operational review 

Current revenue is driven primarily by the supply of drivetrain systems to Agrale and by bus repowering projects in the UK. During the period we continued to optimise the supply chain, redesign key components and improve system integration, resulting in more cost-effective solutions while maintaining attractive margins. In particular, further engineering work on batteries and core systems has enhanced reliability and reduced unit costs. 

We announced on 19 September 2025 a £5.45 million order from Agrale to supply electric drivetrain systems for 50 buses, including coverage of non-recurring engineering costs. Deliveries started post Period end and are scheduled in batches through to mid-2026, supported by advance payments and irrevocable letters of credit confirmed by a UK clearing bank. Post period end, on 28 January 2026, we secured an additional £2.4 million order from Agrale covering 23 further buses, reflecting the successful deployment of earlier systems in Buenos Aires. 

Alongside production programmes, the Group continues bespoke development projects with Caterpillar (off-highway), JCB (off-highway), H55 (aviation), CorePower (wave energy) and Gilmour Space (space launch), as well as an Advanced Propulsion Centre funded programme with Caterpillar subsidiary, Perkins. While these projects are strategically important for intellectual property development and longer-term significant revenue generation, they are not expected to be material revenue contributors in the near term. 

We have also observed growing interest in large-scale financed bus repowering programmes internationally. Discussions are ongoing regarding an initial programme covering 100 vehicles, with potential for substantial expansion. We believe that improved economics and financing structures, supported by partners we are in discussions with, can unlock very material demand in this segment. Furthermore, our investment in our manufacturing capability means that we have the ability to significantly upscale our production volumes within our existing physical infrastructure.

The Company has been focused on scalable, repeatable product lines delivered at appropriate margins, while maintaining tight control of working capital and ensuring our operational systems match our growth ambitions. 

People  

We continued to strengthen the Board and senior management team. On 2 July 2025, Clive Scrivener stepped down as Chairman and Tim Metcalfe was appointed Independent Non-executive Chairman. Tim brings extensive experience in corporate finance, public markets and company advisory roles and is already adding value to the Company. We have also enhanced operational capability through the appointment of a new Head of Customer Delivery and a new Financial Controller. 

Outlook 

Equipmake remains a leader in high-performance electric motors, inverters and zero-emission drivetrain systems, technologies that are central to the global transition away from fossil fuels. Since the Period end we have commenced significant deliveries to Agrale and, with the additional Caterpillar investment, the Company is can now accelerate its growth strategy. 

With proven technology, a stabilised balance sheet and an energised team, we are focused on converting our strategic progress into sustainable, profitable growth and long-term value for shareholders. 

Ian Foley 

Chief Executive Officer 

27 February 2026 

Chief Financial Officer's Statement 

Revenue 

Revenue for the six-month period ended 30 November 2025 was £1.44 million (2024: £1.94 million), a decrease of 26%. Revenues in the Period did not include any contribution from the £5.45 million order for powertrain kits from Agrale which was received in September 2025, with delivery of these commencing in December 2025 following the usual project and supply chain mobilisation process. Strict revenue recognition criteria are applied in this type of sale to reflect recognition on shipment criteria.  

The Company had previously included grant revenues within the headline revenue number, but this approach was revised for the year ended 31 May 2025 to reflect the Company's business as being that of selling electrification technology solutions and not claiming governmental grants, which are, by definition, only partial cost recoveries. Grant income has therefore been reflected within other operating income, and the associated costs have been included in administrative expenses. The comparative periods have been restated accordingly. 

Revenue across the Group's business lines is summarised below: 

Gross margins 

The gross loss in the Period was £0.2 million (2024: gross loss (restated) of £0.6 million). Within this there was a significant improvement in the materials cost of sale reflecting higher margin contracts combined with stronger operational management around inventory. No further stock provisions were required following the £1.6m write down in the year to 31 May 2025. Cost of sales also reflects the fixed employment costs of the Group's delivery teams, and delays in contracts meant that they weren't fully utilised across the Period. Importantly, projects they worked on in the Period were not recognised until deliveries from December 2025 onwards and no assets were carried in respect of this.  

Administrative expenses 

Total administrative expenses in the Period reduced to £2.99 million (2024: £4.32 million) and is analysed below. The Group restructured in the year to 31 May 2025 and consequently underlying cash costs have been reduced by 30%. 

Adjusted EBITDA (Alternative Performance Measure) 

The Board's key measure of underlying business profitability and assessing trends across periods is adjusted earnings before interest, tax, depreciation and amortisation, share based payments and non-recurring costs ("Adjusted EBITDA"). In the Period, the Group recorded an adjusted EBITDA loss of £2.15 million (2024: loss of £3.47 million).   

Interest income and expenses 

The Group drew down the loan note from Caterpillar Ventures Inc on 31 March 2025. It carries a coupon of 10% and therefore has an annual simple interest charge (payable at maturity) of £0.5 million. As the Group is obligated under FRS102 to report this on an amortised cost basis, the reported interest charge was £0.32 million with the remainder arising from leases and HP schemes. Interest receivable arose from amounts held on deposit.  

Earnings per share 

The basic and diluted loss per share amounted to 0.26 pence per share (2024: loss 0.40 pence per share). 

Intangible assets 

The Group had intangible assets totalling £0.79 million at 30 November 2025 (H125: £1.57 million). An impairment charge of £0.95 million was recorded in the year to 31 May 2025 and a highly cautious approach has been taken on capitalisations since the prior period.  

Tangible assets 

The Group had tangible assets totalling £0.66 million (H125: £1.55 million). The decrease was caused primarily by the exit of the Scottow facility, including losses on disposal of assets which was recorded in the results for the year to 31 May 2025.   

Stock and WIP 

The Group had previously suffered from poor controls around inventory purchasing and stock management which have now been addressed. A revised provisioning policy was introduced for the year ended 31 May 2025 and based on this no further provisions were required at 30 November 2025. Stock balances increased in the Period by approximately £1.0m reflecting supply chain mobilisation ahead of contract deliveries (such as Agrale) which commenced in December 2025. The Group continues to prioritise improving working capital management and supply chain performance whilst recognising that there will always be a requirement for adequate supplies of certain longer lead time items to be available to support customer projects.  

Creditors due more than one year 

On 31 March 2025 Caterpillar Ventures Inc invested £5.0 million to support the Group's growth and working capital requirements by way of a secured Convertible Loan Note ("CLN"). The investment, together with the master development agreement entered into on the same date, provides an opportunity for commercial engagement between Equipmake and Caterpillar, supporting co-development of electric drivetrain solutions for heavy-duty applications, and reinforcing Equipmake's reputation as a leading UK innovator in vehicle electrification technology. This investment was approved by shareholders at a general meeting on 12 May 2025. 

The CLN has a 10% payment-in-kind (PIK) coupon and is repayable on 31 March 2029. Its conversion price is the lower of: 

·      80% of the price per share in any qualifying (> £1 million) future fundraising; 

·      80% of the 30-day VWAP preceding conversion; or 

·      a fixed price of 3.125p per share (representing approximately 12.5% of the Company's issued share capital at the time of issue).

The CLN is recognised as a compound financial instrument under FRS 102 and consequently it was recorded with a host debt of £3.7 million. 

Provisions 

In the year ended 31 May 2025 the Group established for the first time a provision against potential warranty costs from product supply of approximately £0.25 million.  

Cash and working capital 

Cash balances at 30 November 2025 were £0.7 million (2024: £2.0 million). Cash resources were required for ongoing investment and operations as well as the inventory increase referenced above. A further £1.0m (reflected in Debtors) of advance payments to suppliers has been made for stock which had not yet been physically delivered as at 30 November 2025, but were delivery is in the second half of the year. These payments, which are to long term suppliers (for instance to battery pack suppliers), allow the Group to benefit from highly advantageous delivery and pricing terms.  

Analysis of net debt

Net assets 

Net liabilities at the period amounted to £2.56 million (H125: £7.2 million asset), with the reduction arising from trading losses, as well as debt financing (as opposed to equity), impairment and restructuring charges recorded in the year ended 31 May 2025.  

Events after the reporting period 

On 26 February 2026 the Company issued loan notes amounting to £3.0m to Caterpillar Ventures Capital Inc under the same terms as the loan notes issued in March 2025.  

In January 2026 the Company secured a further order worth £2.4 million from Agrale for the supply of powertrain kits. As of 31 January 2026, the Group had received payments or confirmed letters of credit from Agrale worth £2.2 million and had shipped approximately £1.8 million of products.  

The total orderbook (representing uninvoiced contractual amounts) on 31 January 2026 was c.£10.7 million which is expected to generate receipts over both the current and subsequent financial years.

On 31 January 2026 the Group had cash balances of £0.8 million and had a normal working capital profile. The Group continues to focus on cost control, margin enhancement and working capital management. Furthermore, investment in improved ERP systems and internal controls is helping to provide improved operational performance and financial reporting following the issues experienced historically.  

Ian Selby 

Chief Financial Officer 

27 February 2026