Original News Release
SEDAR Interim Financial Statements
MARTINREA INTERNATIONAL INC. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 Page Interim Condensed Consolidated Balance Sheets 1 Interim Condensed Consolidated Statements of Operations 2 Interim Condensed Consolidated Statements of Comprehensive Income 3 Interim Condensed Consolidated Statements of Changes in Equity 4 Interim Condensed Consolidated Statements of Cash Flows 5 Notes to the Interim Condensed Consolidated Financial Statements 1. Basis of preparation 6 2. Trade and other receivables 7 3. Inventories 7 4. Property, plant and equipment 7 5. Right-of-use assets 8 6. Investments 9 7. Provisions 9 8. Long-term debt 10 9. Lease liabilities 12 10. Income taxes 12 11. Capital stock 12 12. Earnings per share 14 13. Finance expense and other finance income (expense) 15 14. Operating segments 15 15. Financial instruments 17 16. Contingencies 22 17. Guarantees 22 18. Subsequent event 23 Martinrea International Inc. Table of Contents Note September 30, 2025 December 31, 2024 ASSETS Cash and cash equivalents $ 142,987 $ 167,951 Trade and other receivables 2 759,620 613,505 Inventories 3 519,284 508,231 Prepaid expenses and deposits 44,924 33,599 Income taxes recoverable 23,299 12,784 TOTAL CURRENT ASSETS 1,490,114 1,336,070 Property, plant and equipment 4 1,879,996 1,949,004 Right-of-use assets 5 218,086 215,802 Deferred tax assets 215,738 199,512 Intangible assets 38,222 37,535 Investments 6 64,625 65,378 Pension assets 18,599 17,493 TOTAL NON-CURRENT ASSETS 2,435,266 2,484,724 TOTAL ASSETS $ 3,925,380 $ 3,820,794 LIABILITIES Trade and other payables $ 1,116,814 $ 1,024,716 Provisions 7 26,187 6,862 Income taxes payable 20,243 25,332 Current portion of long-term debt 8 16,097 10,445 Current portion of lease liabilities 9 56,705 54,235 TOTAL CURRENT LIABILITIES 1,236,046 1,121,590 Long-term debt 8 894,959 970,969 Lease liabilities 9 184,919 189,176 Pension and other post-retirement benefits 40,754 40,384 Deferred tax liabilities 32,999 31,653 TOTAL NON-CURRENT LIABILITIES 1,153,631 1,232,182 TOTAL LIABILITIES 2,389,677 2,353,772 EQUITY Capital stock 11 601,188 601,188 Contributed surplus 46,583 46,052 Accumulated other comprehensive income 197,627 210,821 Retained earnings 690,305 608,961 TOTAL EQUITY 1,535,703 1,467,022 TOTAL LIABILITIES AND EQUITY $ 3,925,380 $ 3,820,794 Contingencies (note 16) Subsequent events (notes 6 and 18) See accompanying notes to the interim condensed consolidated financial statements. On behalf of the Board: “Robert Wildeboer” Director “Terry Lyons” Director Martinrea International Inc. Interim Condensed Consolidated Balance Sheets (in thousands of Canadian dollars) (unaudited) Page 1 Martinrea International Inc. Note Three months ended September 30, 2025 Three months ended September 30, 2024 Nine Months ended September 30, 2025 Nine Months ended September 30, 2024 SALES $ 1,190,801 $ 1,237,493 $ 3,634,567 $ 3,863,199 Cost of sales (excluding depreciation of property, plant and equipment and right-of-use assets) (951,776) (993,212) (2,912,716) (3,109,104) Depreciation of property, plant and equipment and right-of-use assets (production) (69,053) (80,931) (215,745) (234,578) Total cost of sales (1,020,829) (1,074,143) (3,128,461) (3,343,682) GROSS MARGIN 169,972 163,350 506,106 519,517 Research and development costs (11,221) (10,852) (33,183) (32,037) Selling, general and administrative (89,583) (82,384) (247,949) (247,132) Depreciation of property, pla
---
nt and equipment and right-of-use assets (non-production) (3,996) (3,973) (11,621) (12,230) Loss on disposal of property, plant and equipment (176) (262) (311) (1,489) Restructuring costs 7 (2,511) - (33,114) (11,610) OPERATING INCOME 62,485 65,879 179,928 215,019 Share of loss of equity investments 6 (662) (690) (1,997) (2,147) Finance expense 13 (15,951) (18,840) (49,399) (58,501) Other finance income (expense) 13 (245) 1,084 (4,221) 8,140 INCOME BEFORE INCOME TAXES 45,627 47,433 124,311 162,511 Income tax expense 10 (9,865) (33,276) (32,984) (63,725) NET INCOME FOR THE PERIOD $ 35,762 $ 14,157 $ 91,327 $ 98,786 Basic earnings per share 12 $ 0.49 $ 0.19 $ 1.25 $ 1.30 Diluted earnings per share 12 $ 0.49 $ 0.19 $ 1.25 $ 1.30 See accompanying notes to the interim condensed consolidated financial statements. Martinrea International Inc. Interim Condensed Consolidated Statements of Operations (in thousands of Canadian dollars, except per share amounts) (unaudited) Page 2 Martinrea International Inc. Three months ended September 30, 2025 Three months ended September 30, 2024 Nine Months ended September 30, 2025 Nine Months ended September 30, 2024 NET INCOME FOR THE PERIOD $ 35,762 $ 14,157 $ 91,327 $ 98,786 Other comprehensive income (loss), net of tax: Items that may be reclassified to net income Foreign currency translation differences for foreign operations 30,323 (1,472) (13,170) 44,206 Items that will not be reclassified to net income Share of other comprehensive income (loss) of equity investments (note 6) 88 14 (24) (25) Remeasurement of defined benefit plans 29 322 935 (814) Other comprehensive income (loss), net of tax 30,440 (1,136) (12,259) 43,367 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD $ 66,202 $ 13,021 $ 79,068 $ 142,153 See accompanying notes to the interim condensed consolidated financial statements. Martinrea International Inc. Interim Condensed Consolidated Statements of Comprehensive Income (in thousands of Canadian dollars) (unaudited) Page 3 Martinrea International Inc. Capital stock Contributed surplus Accumulated other comprehensive income Retained earnings Total equity BALANCE AT DECEMBER 31, 2023 $ 645,256 $ 45,903 $ 95,753 $ 678,269 $ 1,465,181 Net income for the period - - - 98,786 98,786 Compensation expense related to stock options - 127 - - 127 Dividends ($0.15 per share) - - - (11,281) (11,281) Exercise of employee stock options 350 (80) - - 270 Repurchase of common shares (note 11) (34,505) - - (15,868) (50,373) Other comprehensive income (loss) net of tax Remeasurement of defined benefit plans - - - (814) (814) Foreign currency translation differences - - 44,206 - 44,206 Share of other comprehensive loss of equity investments - - (25) - (25) BALANCE AT SEPTEMBER 30, 2024 611,101 45,950 139,934 749,092 1,546,077 Net loss for the period - - - (133,332) (133,332) Compensation expense related to stock options - 102 - - 102 Dividends ($0.05 per share) - - - (3,640) (3,640) Repurchase of common shares (note 11) (9,913) - - (2,211) (12,124) Other comprehensive income (loss) net of tax Remeasurement of defined benefit plans - - - (948) (948) Foreign currency translation differences - - 70,878 - 70,878 Share of other comprehensive income of equity investments - - 9 - 9 BALANCE AT DECEMBER 31, 2024 601,188 46,052 210,821 608,961 1,467,022 Net income for the period - - - 91,327 91,327 Compensation expense related to stock options - 531 - - 531 Dividends ($0.15 per share) - - - (10,918) (10,918) Other comprehensive i
---
ncome (loss) net of tax Remeasurement of defined benefit plans - - - 935 935 Foreign currency translation differences - - (13,170) - (13,170) Share of other comprehensive loss of equity investments - - (24) - (24) BALANCE AT SEPTEMBER 30, 2025 $ 601,188 $ 46,583 $ 197,627 $ 690,305 $ 1,535,703 See accompanying notes to the interim condensed consolidated financial statements. Martinrea International Inc. Interim Condensed Consolidated Statements of Changes in Equity (in thousands of Canadian dollars) (unaudited) Page 4 Martinrea International Inc. Three months ended September 30, 2025 Three months ended September 30, 2024 Nine Months ended September 30, 2025 Nine Months ended September 30, 2024 CASH PROVIDED BY (USED IN): OPERATING ACTIVITIES: Net income for the period $ 35,762 $ 14,157 $ 91,327 $ 98,786 Adjustments for: Depreciation of property, plant and equipment and right-of-use assets 73,049 84,904 227,366 246,808 Amortization of development costs 2,179 3,084 5,988 8,172 Unrealized loss (gain) on foreign exchange forward contracts 482 (4,382) (192) (913) Finance expense 15,951 18,840 49,399 58,501 Income tax expense 9,865 33,276 32,984 63,725 Loss on disposal of property, plant and equipment 176 262 311 1,489 Deferred and restricted share units expense 9,984 2,893 12,111 6,261 Stock options expense 177 43 531 127 Share of loss of equity investments 662 690 1,997 2,147 Pension and other post-retirement benefits expense 612 571 1,827 1,702 Contributions made to pension and other post-retirement benefits (788) (489) (1,952) (1,657) 148,111 153,849 421,697 485,148 Changes in non-cash working capital items: Trade and other receivables 18,424 (2,739) (148,015) (87,575) Inventories (36,237) 12,159 (11,515) 15,897 Prepaid expenses and deposits (8,547) (2,163) (11,233) (1,226) Trade, other payables and provisions 11,878 (5,529) 134,691 (17,128) 133,629 155,577 385,625 395,116 Interest paid (17,540) (21,839) (54,168) (65,306) Income taxes paid (8,561) (1,849) (63,014) (50,533) NET CASH PROVIDED BY OPERATING ACTIVITIES $ 107,528 $ 131,889 $ 268,443 $ 279,277 FINANCING ACTIVITIES: Increase (decrease) in long-term debt (net of deferred financing fees) (45,299) (29,094) (38,671) 18,847 Equipment loan repayments (4,421) (1,329) (12,269) (5,899) Principal payments of lease liabilities (14,055) (13,096) (42,187) (38,852) Dividends paid (3,639) (3,743) (10,918) (11,489) Exercise of employee stock options - - - 270 Repurchase of common shares - (9,471) - (49,393) NET CASH USED IN FINANCING ACTIVITIES $ (67,414) $ (56,733) $ (104,045) $ (86,516) INVESTING ACTIVITIES: Purchase of property, plant and equipment (excluding capitalized interest)* (55,872) (80,814) (177,476) (191,681) Capitalized development costs (754) (1,457) (7,351) (4,601) Increase in investments (22) - (1,271) (8,130) Proceeds on disposal of property, plant and equipment 189 4,122 839 5,311 NET CASH USED IN INVESTING ACTIVITIES $ (56,459) $ (78,149) $ (185,259) $ (199,101) Effect of foreign exchange rate changes on cash and cash equivalents (698) (1,178) (4,103) (3,197) DECREASE IN CASH AND CASH EQUIVALENTS (17,043) (4,171) (24,964) (9,537) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 160,030 181,438 167,951 186,804 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 142,987 $ 177,267 $ 142,987 $ 177,267 *As at September 30, 2025, $34,529 (December 31, 2024 - $78,547) of purchases of property, plant and equipment remain unpaid and are recorded in trade and other payables. See accompanying note
---
s to the interim condensed consolidated financial statements. Martinrea International Inc. Interim Condensed Consolidated Statements of Cash Flows (in thousands of Canadian dollars) (unaudited) Page 5 Martinrea International Inc. Martinrea International Inc. (“Martinrea” or the “Company”) was formed by the amalgamation under the Ontario Business Corporations Act of several predecessor Corporations by articles of amalgamation dated May 1, 1998. The Company is a diversified and global automotive supplier engaged in the design, development and manufacturing of highly engineered, value-added Lightweight Structures and Propulsion Systems. 1. BASIS OF PREPARATION (a) Statement of compliance These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’ (“IAS” 34) as issued by the International Accounting Standards Board (“IASB”), and on a basis consistent with the accounting policies disclosed in the Company’s annual audited consolidated financial statements for the year ended December 31, 2024. (b) Basis of presentation These interim condensed consolidated financial statements include the accounts of Martinrea International Inc. and its subsidiaries. The notes presented in these interim condensed consolidated financial statements include in general only significant changes and transactions occurring since the Company’s last year end, and are not fully inclusive of all disclosures required by IFRS Accounting Standards for annual financial statements. These interim condensed consolidated financial statements should be read in conjunction with the Company’s annual audited consolidated financial statements, including the notes thereto, for the year ended December 31, 2024. (c) Presentation currency These interim condensed consolidated financial statements are presented in Canadian dollars, which is the Company’s presentation currency. All financial information presented in Canadian dollars has been rounded to the nearest thousand, except per share amounts and where otherwise indicated. (d) Recently issued accounting standards The IASB issued the following new standards: IFRS 18, Presentation and Disclosure in Financial Statements On April 9, 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements (replacement to IAS 1). The new accounting standard introduces three sets of new requirements to improve companies' reporting of financial performance and give investors a better basis for analyzing and comparing companies: • improved comparability in the statement of profit or loss by introducing three defined categories for income and expenses (operating, investing and financing) and requiring companies to provide new defined subtotals, including operating profit; • enhanced transparency of management-defined performance measures by requiring companies to disclose explanations of those company-specific measures that are related to the income statement; and • enhanced guidance on how companies group information in the financial statements, including guidance on whether information is included in the primary financial statements or is further disaggregated in the notes. The new standard is effective for annual periods beginning on or after January 1, 2027. The Company is currently assessing the impact of the new standard on the consolidated financial statements. Amendments to IFRS 9 and IFRS 7, Classification and Measurements o
---
f Financial Instruments On May 30, 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). The amendments include: • clarifying the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; • clarifying and adding further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion; • adding new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance targets); and • updating the disclosures for equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026. The adoption of amendments to IFRS 9 and IFRS 7 is not expected to have a material impact on the consolidated financial statements. Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 6 Martinrea International Inc. 2. TRADE AND OTHER RECEIVABLES September 30, 2025 December 31, 2024 Trade receivables $ 680,370 $ 571,073 Other receivables 79,058 40,146 Foreign exchange forward contracts not accounted for as hedges (note 15(d)) 192 2,286 $ 759,620 $ 613,505 The Company’s exposures to credit and currency risks, and impairment losses related to trade and other receivables, are disclosed in note 15. On March 27, 2024, Martinrea entered into an accounts receivable program agreement to sell up to $100,000 in trade receivables without recourse and on an uncommitted basis, subject to predetermined limits for certain customers. Under the agreement, the receivables are sold on a fully serviced basis, so that the Company continues to administer the collection of such receivables. The Company derecognizes the trade receivables sold under the program when it transfers substantially all the risks and rewards of ownership of the receivables. As at September 30, 2025, $54,991 (US $39,467) (December 31, 2024 - $32,986 or US $22,888) of receivables were sold under the program, of which $15,398 (US $11,051) (December 31, 2024 - $9,236 or US $6,409) was held back from the sale proceeds, to be settled when the funds are received from the customers, in accordance with the provisions of the program, with the net proceeds being used primarily to support the Company’s supply base. 3. INVENTORIES September 30, 2025 December 31, 2024 Raw materials $ 253,712 $ 256,154 Work in progress 77,115 64,982 Finished goods 53,732 51,128 Tooling work in progress and other inventory 134,725 135,967 $ 519,284 $ 508,231 4. PROPERTY, PLANT AND EQUIPMENT September 30, 2025 December 31, 2024 Cost Accumulated amortization and impairment losses Net book value Cost Accumulated amortization and impairment losses Net book value Land and buildings $ 276,009 $ (65,152) $ 210,857 $ 261,870 $ (61,976) $ 199,894 Leasehold improvements 97,463 (72,220) 25,243 94,528 (67,164) 27,364 Manufacturing equipment 3,590,790 (2,209,372) 1,381,418 3,592,179 (2,139,284) 1,452,895 Tooling and fixtures 41,441 (34,918) 6,523 40,572 (34,197) 6,375 Other assets 110,471 (78,603) 31,868 102,361 (72,663) 29,698 Construction in progress 224,087 - 224,087
---
232,778 - 232,778 $ 4,340,261 $ (2,460,265) $ 1,879,996 $ 4,324,288 $ (2,375,284) $ 1,949,004 Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 7 Martinrea International Inc. Movement in property, plant and equipment is summarized as follows: Land and buildings Leasehold improvements Manufacturing equipment Tooling and fixtures Other assets Construction in progress Total Net as of December 31, 2023 $ 193,125 $ 27,157 $ 1,379,979 $ 4,325 $ 28,756 $ 310,429 $ 1,943,771 Additions 84 - 4,729 - 1,403 285,343 291,559 Disposals (1,198) - (4,973) (5) (155) (563) (6,894) Depreciation (7,485) (4,546) (262,220) (1,434) (8,390) - (284,075) Impairment (5,476) (647) (88,101) (2,507) (5,705) (14,581) (117,017) Transfers from construction in progress 5,166 4,091 331,138 5,541 12,203 (358,139) - Foreign currency translation adjustment 15,678 1,309 92,343 455 1,586 10,289 121,660 Net as of December 31, 2024 $ 199,894 $ 27,364 $ 1,452,895 $ 6,375 $ 29,698 $ 232,778 $ 1,949,004 Additions 133 - 633 339 490 137,939 139,534 Disposals - - (1,058) (4) (88) - (1,150) Depreciation (5,661) (3,570) (173,010) (1,234) (5,522) - (188,997) Transfers from construction in progress 20,772 1,367 113,738 1,085 7,086 (144,048) - Foreign currency translation adjustment (4,281) 82 (11,780) (38) 204 (2,582) (18,395) Net as of September 30, 2025 $ 210,857 $ 25,243 $ 1,381,418 $ 6,523 $ 31,868 $ 224,087 $ 1,879,996 5. RIGHT-OF-USE ASSETS September 30, 2025 December 31, 2024 Cost Accumulated amortization and impairment losses Net book value Cost Accumulated amortization and impairment losses Net book value Leased buildings $ 372,416 $ (209,827) $ 162,589 $ 344,345 $ (192,304) $ 152,041 Leased manufacturing equipment 131,854 (77,897) 53,957 126,163 (63,660) 62,503 Leased other assets 6,141 (4,601) 1,540 5,767 (4,509) 1,258 $ 510,411 $ (292,325) $ 218,086 $ 476,275 $ (260,473) $ 215,802 Movement in right-of-use assets is summarized as follows: Leased buildings Leased manufacturing equipment Leased other assets Total Net as of December 31, 2023 $ 174,831 $ 62,177 $ 1,544 $ 238,552 Additions 2,804 12,457 744 16,005 Lease modifications 5,808 - - 5,808 Depreciation (34,806) (15,713) (885) (51,404) Impairment (6,346) (28) (218) (6,592) Foreign currency translation adjustment 9,750 3,610 73 13,433 Net as of December 31, 2024 $ 152,041 $ 62,503 $ 1,258 $ 215,802 Additions - 2,760 680 3,440 Lease modifications 37,031 74 23 37,128 Depreciation (25,087) (12,795) (487) (38,369) Foreign currency translation adjustment (1,396) 1,415 66 85 Net as of September 30, 2025 $ 162,589 $ 53,957 $ 1,540 $ 218,086 Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 8 Martinrea International Inc. 6. INVESTMENTS September 30, 2025 December 31, 2024 Investment in common shares of NanoXplore Inc. $ 49,438 $ 51,462 Investment in shares of AlumaPower Corporation. 4,036 4,036 Investment in shares of Equispheres Inc. 9,030 9,030 Other 2,121 850 $ 64,625 $ 65,378 As at September 30, 2025, the Company held a 22.5%, 11.8%, and 6.8% equity interest (on a non-diluted basis) in NanoXplore Inc. (“NanoXplore”), AlumaPower Corporation (“AlumaPower”), and Equispheres Inc. (“Equispheres”), respectively. NanoXplore is a publicly listed company on the Toronto Stock Exchange trading under the ticker symbol GRA. It
---
is a manufacturer and supplier of high-volume graphene powder for use in transportation and industrial markets providing customers with standard and custom graphene-enhanced plastic and composite products. NanoXplore is also a silicon- graphene-enhanced Li-ion battery manufacturer for the electric vehicle and grid storage markets. AlumaPower is a private company developing aluminum air battery technology for a variety of end markets, including automotive. Equispheres is a private company developing technologies for the production and use of advanced materials in additive manufacturing. The Company applies equity accounting to its equity investment in NanoXplore based on its most recently available financial statements, adjusted for any significant transactions that occur thereafter and up to the Company’s reporting date, which represents a reasonable estimate of the change in the Company’s interest. The shares in AlumaPower and Equispheres are classified as fair value through other comprehensive income. Accordingly, the shares are recorded at their fair value at the end of each reporting period, with the change in fair value recorded in other comprehensive income (loss). Movement in equity-accounted investments is summarized as follows: Investment in common shares of NanoXplore Net as of December 31, 2023 $ 54,384 Share of loss for the period (2,904) Share of other comprehensive loss for the period (18) Net as of December 31, 2024 $ 51,462 Share of loss for the period (1,997) Share of other comprehensive loss for the period (27) Net as of September 30, 2025 $ 49,438 As at September 30, 2025, the stock market value of the shares held in NanoXplore by the Company was $110,398. Subsequent to September 30, 2025, on October 30, 2025, the Company acquired an additional 2,343,750 common shares in NanoXplore pursuant to a private placement offering at a price of $2.40 per common share for an aggregate purchase price of $5,625. The Company is currently assessing the accounting impact of this transaction. 7. PROVISIONS Restructuring Claims and Litigation Total Net as of December 31, 2023 $ 27,777 $ 2,115 $ 29,892 Net additions 12,644 2,097 14,741 Amounts used during the period (35,505) (2,200) (37,705) Foreign currency translation adjustment 232 (298) (66) Net as of December 31, 2024 $ 5,148 $ 1,714 $ 6,862 Net additions 33,114 2,291 35,405 Amounts used during the period (16,369) (1,533) (17,902) Foreign currency translation adjustment 1,661 161 1,822 Net as of September 30, 2025 $ 23,554 $ 2,633 $ 26,187 Additions to the restructuring provision during the nine months ended September 30, 2025 totalled $33,114 and represent employee-related severance resulting from the rightsizing of certain operations in Germany ($25,088), Mexico ($3,736), Canada ($3,485), and the United States ($805). Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 9 Martinrea International Inc. 8. LONG-TERM DEBT The Company’s interest-bearing loans and borrowings are measured at amortized cost. For more information about the Company’s exposure to interest rate, foreign currency and liquidity risk, see note 15. September 30, 2025 December 31, 2024 Banking facility $ 845,640 $ 963,556 Equipment loans 65,416 17,858 911,056 981,414 Current portion (16,097) (10,445) $ 894,959 $ 970,969 Terms and conditions of outstanding loans, in Canadian dollar equivalents, are as follo
---
ws: Currency Nominal interest rate Year of maturity September 30, 2025 Carrying amount December 31, 2024 Carrying amount Banking facility USD SOFR + 1.70% 2027 $ 412,432 $ 556,297 CAD CORRA + 1.70% 2027 183,208 157,259 CAD CORRA + 1.95% 2027 250,000 250,000 Equipment loans CAD 4.79% 2030 31,864 - USD 4.61% 2030 23,912 - CAD 2.54% 2026 5,257 9,113 EUR 2.46% 2026 1,703 3,526 EUR 1.40% 2026 1,027 3,059 EUR 0.00% 2028 648 796 EUR 3.72% 2035 489 451 EUR 2.41% 2036 489 - EUR 0.26% 2025 27 24 CAD 5.22% 2025 - 889 $ 911,056 $ 981,414 On February 23, 2024, the Company’s banking facility was amended to extend its maturity and enhance certain provisions of the facility. The primary terms of the amended banking facility, with now a syndicate of ten banks (down from eleven), include the following: • an unaltered unsecured credit structure, with a $100 million increase in total borrowing capacity; • unchanged financial covenants, including a maximum net debt to trailing twelve months EBITDA ratio of 3.0x (excluding the impact of IFRS 16, Leases); • a new non-amortizing term loan of $250 million at variable interest rates; • available revolving credit lines of $350 million (down from $500 million) and US $520 million (similar to the previous facility); • available asset based financing capacity of $300 million, similar to the previous facility; • accordion feature which provides the Company with the ability to increase the revolving credit facility by up to US $300 million, similar to the previous facility; • pricing terms at market rates including transitioning the interest rate benchmark of the Canadian revolving credit line from Bankers’ Acceptance (“BA”) to the Canadian Overnight Repo Rate Average (“CORRA”); • a maturity date extended to February 2027 (from April 2025); and • no mandatory principal repayment provisions for the revolving credit lines, including the new non-amortizing term loan, similar to the previous facility. As at September 30, 2025, the Company had drawn US $296,000 (December 31, 2024 - US $386,000) on the U.S. revolving credit line, $185,000 (December 31, 2024 - $160,000) on the Canadian revolving credit line, and $250,000 (December 31, 2024 - $250,000) on the Canadian non-amortizing term loan. At September 30, 2025, the weighted average effective interest rate of the banking facility was 5.3% (December 31, 2024 - 5.9%). The facility requires the maintenance of certain financial ratios with which the Company was in compliance as at September 30, 2025. Deferred financing fees of $1,792 (December 31, 2024 - $2,741) have been netted against the carrying amount of the long-term debt. Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 10 Martinrea International Inc. On March 4, 2025, the Company finalized a five-year equipment loan in the amount of $35,000, repayable in monthly installments commencing in 2025 at a fixed annual interest rate of 4.79%. On May 8, 2025, the Company finalized an eleven-year equipment loan with total borrowing capacity of €857 ($1,374), repayable in bi-annual installments commencing in 2028 at a fixed annual interest rate of 2.41%. On September 10, 2025, the Company finalized a five-year equipment loan in the amount of US $17,161 ($23,912), repayable in quarterly installments commencing in 2025 at a fixed annual interest rate of 4.61%. Future annual minimum principal repayments as at September 30,
---
2025 are as follows: Scheduled principal repayments Scheduled amortization of deferred financing fees Carrying amount of outstanding loans Within one year $ 17,362 $ (1,265) $ 16,097 One to two years 857,224 (527) 856,697 Two to three years 10,362 - 10,362 Three to four years 10,907 - 10,907 Thereafter 16,993 - 16,993 $ 912,848 $ (1,792) $ 911,056 Movement in long-term debt is summarized as follows: Total Net as of December 31, 2023 $ 969,236 Net repayments (22,759) Equipment loan proceeds 442 Equipment loan repayments (13,990) Deferred financing fee additions (2,600) Amortization of deferred financing fees 1,226 Foreign currency translation adjustment 49,859 Net as of December 31, 2024 $ 981,414 Net repayments (97,778) Equipment loan proceeds 59,107 Equipment loan repayments (12,269) Amortization of deferred financing fees 949 Foreign currency translation adjustment (20,367) Net as of September 30, 2025 $ 911,056 Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 11 Martinrea International Inc. 9. LEASE LIABILITIES The Company enters into lease agreements for land and buildings, manufacturing equipment and other assets as a part of regular operations as a means of efficiently utilizing capital and managing the Company’s cash flows. Movement in lease liabilities is summarized as follows: Total Net as of December 31, 2023 $ 258,976 Net additions 16,005 Lease modifications 5,808 Principal payments of lease liabilities (52,330) Foreign currency translation adjustment 14,952 Net as of December 31, 2024 $ 243,411 Net additions 3,440 Lease modifications 37,128 Principal payments of lease liabilities (42,187) Foreign currency translation adjustment (168) Net as of September 30, 2025 $ 241,624 The maturity of contractual undiscounted lease liabilities as at September 30, 2025 is as follows: Total Within one year $ 66,831 One to two years 61,360 Two to three years 41,717 Three to four years 29,101 Thereafter 77,683 Total undiscounted lease liabilities at September 30, 2025 $ 276,692 Interest on lease liabilities (35,068) Total present value of minimum lease payments $ 241,624 Current portion (56,705) $ 184,919 10. INCOME TAXES The components of income tax expense are as follows: Three months ended September 30, 2025 Three months ended September 30, 2024 Nine months ended September 30, 2025 Nine months ended September 30, 2024 Current income tax expense $ (13,638) $ (29,893) $ (52,830) $ (60,923) Deferred income tax recovery (expense) 3,773 (3,383) 19,846 (2,802) Total income tax expense $ (9,865) $ (33,276) $ (32,984) $ (63,725) 11. CAPITAL STOCK Common shares outstanding: Number Amount Balance as of December 31, 2023 78,141,440 $ 645,256 Exercise of stock options 25,000 350 Repurchase of common shares under normal course issuer bid (4,178,592) (34,505) Balance as of September 30, 2024 73,987,848 611,101 Repurchase of common shares under normal course issuer bid (1,200,000) (9,913) Balance as of December 31, 2024 and September 30, 2025 72,787,848 $ 601,188 The Company is authorized to issue an unlimited number of common shares. The Company’s shares have no par value. Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 12 Martinrea International Inc. Repurchase of capital stock: On April 29, 2024, the Company renewed the NCIB receiv
---
ing approval from the TSX to acquire for cancellation up to an additional 6,435,000 common shares of the Company. The renewed bid commenced on May 2, 2024 and spans a 12-month period. During 2024, the Company purchased for cancellation an aggregate of 5,378,592 common shares for an aggregate purchase price of $62,497 resulting in a reduction to capital stock of $44,418 and a decrease to retained earnings of $18,079. The shares were purchased and cancelled directly under the NCIB. On May 23, 2025, the Company renewed the NCIB receiving approval from the TSX to acquire for cancellation up to an additional 7,110,571 common shares of the Company. The renewed bid commenced on May 27, 2025 and spans a 12-month period. As at September 30, 2025, no common shares were purchased and cancelled under the NCIB. Stock options The following is a summary of the activity of the outstanding share purchase options: Nine months ended September 30, 2025 Nine months ended September 30, 2024 Number of options Weighted average exercise price Number of options Weighted average exercise price Balance, beginning of period 2,245,000 $ 13.22 2,328,500 $ 13.56 Exercised during the period - - (25,000) 10.80 Cancelled during the period (175,000) 15.24 - - Expired during the period (75,000) 13.87 (58,500) 12.63 Balance, end of period 1,995,000 $ 13.02 2,245,000 $ 13.62 Options exercisable, end of period 1,485,000 $ 13.99 2,045,000 $ 13.55 The following is a summary of the issued and outstanding common share purchase options as at September 30, 2025: Range of exercise price per share Number outstanding Date of grant Expiry $10.00 - 12.99 525,000 2022 - 2024 2032 - 2034 $13.00 - 16.99 1,470,000 2018 - 2020 2028 - 2030 Total share purchase options 1,995,000 For the three and nine months ended September 30, 2025, the Company expensed $177 (2024 - $43) and $531 (2024 - $127), respectively, to reflect stock-based compensation expense, as derived using the Black-Scholes-Merton option valuation model. Deferred Share Unit (“DSU”) Plan The following is a summary of the issued and outstanding DSUs as at September 30, 2025 and 2024: Nine months ended September 30, 2025 Nine months ended September 30, 2024 Outstanding, beginning of period 1,056,743 836,505 Grants and reinvested dividends 210,357 134,977 Redeemed - - Outstanding, end of period 1,267,100 971,482 The DSUs granted during the nine months ended September 30, 2025 and 2024 had a weighted average fair value per unit of $7.57 and $11.91, respectively, on the date of grant. For the three and nine months ended September 30, 2025, DSU compensation expense reflected in the interim condensed consolidated statement of operations, including changes in fair value during the period, amounted to $3,186 (2024 - $110) and $3,332 (2024 - $402), respectively, recorded in selling, general and administrative expense. Unrecognized DSU compensation expense as at September 30, 2025 was $1,649 (September 30, 2024 - $1,371 and December 31, 2024 - $1,118) and will be recognized in profit or loss over the remaining vesting period. Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 13 Martinrea International Inc. Performance Restricted Share Unit (“PSU” and “RSU”) Plan The following is a summary of the issued and outstanding RSUs and PSUs for the nine months ended September 30, 2025 and 2024: RSUs PSUs Total Outstanding, December 31, 2023 8
---
09,190 644,195 1,453,385 Grants and reinvested dividends 261,306 193,303 454,609 Redeemed - - - Cancelled (3,854) (3,047) (6,901) Outstanding, September 30, 2024 1,066,642 834,451 1,901,093 Grants and reinvested dividends 243,016 220,711 463,727 Redeemed (368,170) (287,815) (655,985) Cancelled (10,712) (11,153) (21,865) Outstanding, December 31, 2024 930,776 756,194 1,686,970 Grants and reinvested dividends 385,121 282,965 668,086 Redeemed - - - Cancelled (8,394) (21,821) (30,215) Outstanding, September 30, 2025 1,307,503 1,017,338 2,324,841 The RSUs and PSUs granted during the nine months ended September 30, 2025 and 2024 had a weighted average fair value per unit of $7.66 and $12.15, respectively, on the date of grant. For the three and nine months ended September 30, 2025, RSU and PSU compensation expense reflected in the interim condensed consolidated statement of operations, including changes in fair value during the period, amounted to $6,798 (2024 - $2,783) and $8,779 (2024 - $5,859), respectively, recorded in selling, general and administrative expense. Unrecognized RSU and PSU compensation expense as at September 30, 2025 was $5,649 (September 30, 2024 - $5,454 and December 31, 2024 - $5,801) and will be recognized in profit or loss over the remaining vesting period. The key assumptions, on a weighted average basis, used in the valuation of PSUs granted during the nine months ended September 30, 2025 and 2024 are shown in the table below: Nine months ended September 30, 2025 Nine months ended September 30, 2024 Expected life (years) 2.52 2.52 Risk free interest rate 2.56% 4.00% 12. EARNINGS PER SHARE Details of the calculations of earnings per share are set out below: Three months ended September 30, 2025 Three months ended September 30, 2024 Weighted average number of shares Per common share amount Weighted average number of shares Per common share amount Basic 72,787,848 $ 0.49 74,629,233 $ 0.19 Effect of dilutive securities: Stock options - - 1,051 - Diluted 72,787,848 $ 0.49 74,630,284 $ 0.19 Nine months ended September 30, 2025 Nine months ended September 30, 2024 Weighted average number of shares Per common share amount Weighted average number of shares Per common share amount Basic 72,787,848 $ 1.25 76,191,453 $ 1.30 Effect of dilutive securities: Stock options - - 2,748 - Diluted 72,787,848 $ 1.25 76,194,201 $ 1.30 Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 14 Martinrea International Inc. The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period during which the options were outstanding. For the three and nine months ended September 30, 2025, 1,995,000 (2024 - 2,220,000) and 1,995,000 (2024 - 1,720,000) options, respectively, were excluded from the diluted weighted average per share calculation as they were anti-dilutive. 13. FINANCE EXPENSE AND OTHER FINANCE INCOME (EXPENSE) Three months ended September 30, 2025 Three months ended September 30, 2024 Nine months ended September 30, 2025 Nine months ended September 30, 2024 Debt interest, gross $ (15,373) $ (19,507) $ (47,481) $ (60,788) Interest on lease liabilities (2,640) (2,782) (7,994) (8,323) Capitalized interest - at an average rate of 5.3%, 5.6% (2024 - 7.1%, 7.3%) 2,062 3,449 6,076 10,610 Finance expense $ (15,951) $ (18,840) $ (49,399) $ (58,5
---
01) Three months ended September 30, 2025 Three months ended September 30, 2024 Nine months ended September 30, 2025 Nine months ended September 30, 2024 Net foreign exchange gain (loss) $ (31) $ 1,298 $ (3,883) $ 8,079 Other income (expense), net (214) (214) (338) 61 Other finance income (expense) $ (245) $ 1,084 $ (4,221) $ 8,140 14. OPERATING SEGMENTS The Company is a diversified and global automotive supplier engaged in the design, development and manufacturing of highly engineered, value-added Lightweight Structures and Propulsion Systems. It conducts its operations through divisions, which function as autonomous business units, following a corporate policy of functional and operational decentralization. The Company’s offerings include a wide array of products, assemblies and systems for small and large cars, crossovers, pickups and sport utility vehicles. The Company defines its operating segments as components of its business where separate financial information is available and routinely evaluated by management. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. Given the differences among the regions in which the Company operates, Martinrea’s operations are segmented on a geographic basis between North America, Europe and Rest of the World. The accounting policies of the segments are the same as those described in the Company’s annual consolidated financial statements for the year ended December 31, 2024. The Company uses operating income as the basis for the CODM to evaluate the performance of each of the Company’s reportable segments. Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 15 Martinrea International Inc. Three months ended September 30, 2025 Production Sales Tooling Sales Total Sales Operating Income (Loss) North America Canada $ 135,550 $ 8,335 $ 143,885 USA 329,617 1,161 330,778 Mexico 475,971 11,700 487,671 Eliminations (44,838) (5,041) (49,879) $ 896,300 $ 16,155 $ 912,455 $ 60,959 Europe Germany 166,880 12,481 179,361 Spain 52,043 1,303 53,346 Slovakia 14,738 107 14,845 $ 233,661 $ 13,891 $ 247,552 $ (361) Rest of the World 32,607 2,259 34,866 1,887 Eliminations (3,416) (656) (4,072) - $ 1,159,152 $ 31,649 $ 1,190,801 $ 62,485 Three months ended September 30, 2024 Production Sales Tooling Sales Total Sales Operating Income (Loss) North America Canada $ 114,672 $ 43,541 $ 158,213 USA 365,254 4,683 369,937 Mexico 469,581 51,022 520,603 Eliminations (42,495) (46,002) (88,497) $ 907,012 $ 53,244 $ 960,256 $ 65,273 Europe Germany 161,888 15,834 177,722 Spain 58,601 1,073 59,674 Slovakia 12,671 576 13,247 Eliminations - (144) (144) $ 233,160 $ 17,339 $ 250,499 $ 625 Rest of the World 31,944 1,694 33,638 (19) Eliminations (4,837) (2,063) (6,900) - $ 1,167,279 $ 70,214 $ 1,237,493 $ 65,879 Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 16 Martinrea International Inc. The following is a summary of selected data for each of the Company’s operating segments: Nine months ended September 30, 2025 Production Sales Tooling Sales Total Sales Operating Income (Loss) North America Canada $ 372,670 $ 45,471 $ 418,141 USA 1,001,295 15,023 1,016,318 Mexico 1,424,721 73,062 1,497,783 Eliminations (128,561) (25,805) (154,366) $ 2,670,125 $ 107,751 $ 2,777,876 $ 199,486 Europe Ger
---
many 533,668 25,243 558,911 Spain 155,978 9,510 165,488 Slovakia 46,614 551 47,165 Eliminations (7) - (7) $ 736,253 $ 35,304 $ 771,557 $ (24,828) Rest of the World 91,058 9,375 100,433 5,270 Eliminations (13,390) (1,909) (15,299) - $ 3,484,046 $ 150,521 $ 3,634,567 $ 179,928 Nine months ended September 30, 2024 Production Sales Tooling Sales Total Sales Operating Income (Loss) North America Canada $ 406,420 $ 64,954 $ 471,374 USA 1,150,464 11,171 1,161,635 Mexico 1,414,396 76,552 1,490,948 Eliminations (149,041) (66,138) (215,179) $ 2,822,239 $ 86,539 $ 2,908,778 $ 195,007 Europe Germany 571,636 72,225 643,861 Spain 180,034 9,528 189,562 Slovakia 39,519 1,643 41,162 Eliminations (380) (2,736) (3,116) $ 790,809 $ 80,660 $ 871,469 $ 20,566 Rest of the World 91,173 11,427 102,600 (554) Eliminations (15,743) (3,905) (19,648) - $ 3,688,478 $ 174,721 $ 3,863,199 $ 215,019 15. FINANCIAL INSTRUMENTS The Company’s financial instruments consist of cash and cash equivalents, trade and other receivables, investments, trade and other payables, long- term debt, and foreign exchange forward contracts. Fair Value IFRS 13, Fair Value Measurement, defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value are required to maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs. The first two levels are considered observable and the last unobservable. These levels are used to measure fair values as follows: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities, either directly or indirectly. Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 17 Martinrea International Inc. • Level 2 – Inputs, other than Level 1 inputs that are observable for assets and liabilities, either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table summarizes the fair value hierarchy under which the Company’s applicable financial instruments are valued: September 30, 2025 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 142,987 $ 142,987 $ - $ - Investment in shares of AlumaPower (note 6) 4,036 - - 4,036 Investment in shares of Equispheres (note 6) 9,030 - - 9,030 Foreign exchange forward contracts not accounted for as hedges (note 2) 192 - 192 - December 31, 2024 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 167,951 $ 167,951 $ - $ - Investment in shares of AlumaPower (note 6) 4,036 - - 4,036 Investment in shares of Equispheres (note 6) 9,030 - - 9,030 Foreign exchange forward contracts not accounted for as hedges (note 2) 2,286 - 2,286 - Fair values versus carrying amounts The fair values of financial assets and liabilities, together with the carrying amounts shown in
---
the interim condensed consolidated balance sheets, are as follows: September 30, 2025 Fair value through profit or loss Fair value through other comprehensive income Financial assets at amortized cost Amortized cost Carrying amount Fair value FINANCIAL ASSETS: Trade and other receivables $ - $ - $ 759,428 $ - $ 759,428 $ 759,428 Investment in shares of AlumaPower - 4,036 - - 4,036 4,036 Investment in shares of Equispheres - 9,030 - - 9,030 9,030 Foreign exchange forward contracts not accounted for as hedges 192 - - - 192 192 $ 192 $ 13,066 $ 759,428 $ - $ 772,686 $ 772,686 FINANCIAL LIABILITIES: Trade and other payables - - - (1,116,814) (1,116,814) (1,116,814) Long-term debt - - - (911,056) (911,056) (911,056) $ - $ - $ - $ (2,027,870) $ (2,027,870) $ (2,027,870) Net financial assets (liabilities) $ 192 $ 13,066 $ 759,428 $ (2,027,870) $ (1,255,184) $ (1,255,184) Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 18 Martinrea International Inc. December 31, 2024 Fair value through profit or loss Fair value through other comprehensive income Financial assets at amortized cost Amortized cost Carrying amount Fair value FINANCIAL ASSETS: Trade and other receivables $ - $ - $ 611,219 $ - $ 611,219 $ 611,219 Investment in shares of AlumaPower - 4,036 - - 4,036 4,036 Investment in shares of Equispheres - 9,030 - 9,030 9,030 Foreign exchange forward contracts not accounted for as hedges 2,286 - - - 2,286 2,286 $ 2,286 $ 13,066 $ 611,219 $ - $ 626,571 $ 626,571 FINANCIAL LIABILITIES: Trade and other payables - - - (1,024,716) (1,024,716) (1,024,716) Long-term debt - - - (981,414) (981,414) (981,414) $ - $ - $ - $ (2,006,130) $ (2,006,130) $ (2,006,130) Net financial assets (liabilities) $ 2,286 $ 13,066 $ 611,219 $ (2,006,130) $ (1,379,559) $ (1,379,559) The fair values of trade and other receivables and trade and other payables approximate their carrying amounts due to the short-term maturities of these instruments. The estimated fair value of long-term debt approximates its carrying amount since it is subject to terms and conditions similar to those available to the Company for instruments with comparable terms, and the interest rates are market-based. Risk Management The main risks arising from the Company’s financial instruments are credit risk, liquidity risk, interest rate risk, and currency risk. These risks arise from exposures that occur in the normal course of business and are managed on a consolidated basis. (a) Credit risk Credit risk refers to the risk of losses due to failure of the Company’s customers or other counterparties to meet their payment obligations. Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, trade and other receivables, and foreign exchange forward contracts. Credit risk associated with cash and cash equivalents is minimized by ensuring these financial assets are placed with financial institutions with high credit ratings. The credit risk associated with foreign exchange forward contracts arises from the possibility that the counterparty to one of these contracts fails to perform according to the terms of the contract. Credit risk associated with foreign exchange forward contracts is minimized by entering into such transactions with major Canadian and U.S. financial institutions. In the normal course of business, the Company is exposed to credit r
---
isk from its customers. The Company has three customers whose sales were 30.4%, 20.8%, and 9.3% of its production sales for the nine months ended September 30, 2025 (2024 - 28.2%, 21.9%, and 11.3%). A substantial portion of the Company’s trade receivables are with large customers in the automotive, truck and industrial sectors and are subject to normal industry credit risks. The level of trade receivables that were past due as at September 30, 2025 is within the normal payment pattern of the industry. The allowance for doubtful accounts is less than 1.0% of total trade receivables for all periods and movements in the period were minimal. The aging of trade receivables at the reporting date was as follows: September 30, 2025 December 31, 2024 0-60 days $ 670,842 $ 565,970 61-90 days 2,670 852 Greater than 90 days 6,858 4,251 $ 680,370 $ 571,073 (b) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company manages liquidity risk by monitoring sales volumes and collection efforts to ensure sufficient cash flows are generated from operations to meet its liabilities when they Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 19 Martinrea International Inc. become due. Management monitors consolidated cash flows on a weekly basis covering a rolling 12-week period, quarterly through forecasting and annually through the Company’s budget process. At September 30, 2025, the Company had cash of $142,987 (December 31, 2024 - $167,951) and banking facilities available as discussed in note 8. All of the Company’s financial liabilities other than long-term debt have maturities of approximately 60 days. A summary of contractual maturities of long-term debt is provided in note 8. (c) Interest rate risk Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in the market interest rates. The Company is exposed to interest rate risk as a significant portion of the Company’s long-term debt bears interest at rates linked to the US prime, Canadian prime, SOFR or the CORRA rates. The interest on the bank facility fluctuates depending on the achievement of certain financial debt ratios. The interest rate profile of the Company’s long-term debt was as follows: Carrying amount September 30, 2025 December 31, 2024 Variable rate instruments $ 845,640 $ 963,556 Fixed rate instruments 65,416 17,858 $ 911,056 $ 981,414 Sensitivity analysis An increase of 1.0% in all variable interest rate debt would, all else being equal, have an effect of $2,252 (2024 - $2,526) on the Company’s interim condensed consolidated financial results for the three months ended September 30, 2025 and $7,112 (2024 - $7,583) for the nine months ended September 30, 2025. (d) Currency risk Currency risk refers to the risk that the value of the financial instruments or cash flows associated with the instruments will fluctuate due to changes in foreign exchange rates. The Company undertakes revenue and purchase transactions in foreign currencies, and therefore is subject to gains and losses due to fluctuations in foreign currency exchange rates. The Company’s foreign exchange risk management includes the use of foreign currency forward contracts to fix the exchange rates on certain foreign currency exposures.
---
At September 30, 2025, the Company had committed to the following foreign exchange contracts: Foreign exchange forward contracts not accounted for as hedges and fair valued through profit or loss For U.S. dollars For Canadian dollars Currency - Buy/Sell Amount of U.S. dollars Weighted average exchange rates Amount of CAD Weighted average exchange rates Maximum period in months Buy Mexican Peso $ 16,063 $ 18.6762 $ - $ - 1 Sell Euro - - 13,010 1.6263 1 Sell Chinese Yuan 8,000 0.1400 - - 1 Sell Brazilian Real 4,000 0.1849 - - 1 The aggregate value of these forward contracts as at September 30, 2025 was a pre-tax gain of $192 and was recorded in trade and other receivables (December 31, 2024 - pre-tax gain of $2,286 recorded in trade and other receivables). Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 20 Martinrea International Inc. The Company’s exposure to foreign currency risk reported in the foreign currency was as follows: September 30, 2025 USD EURO PESO BRL CNY Trade and other receivables $ 373,834 € 101,678 $ 74,086 R$ 21,182 ¥ 69,190 Trade and other payables (475,919) (160,493) (613,370) (49,672) (74,532) Long-term debt (313,161) (2,689) - - - $ (415,246) € (61,504) $ (539,284) R$ (28,490) ¥ (5,342) December 31, 2024 USD EURO PESO BRL CNY Trade and other receivables $ 314,371 € 77,985 $ 64,329 R$ 26,197 ¥ 59,071 Trade and other payables (406,531) (171,618) (718,970) (66,613) (87,903) Long-term debt (386,000) (5,230) - - - $ (478,160) € (98,863) $ (654,641) R$ (40,416) ¥ (28,832) The following summary illustrates the fluctuations in the foreign exchange rates applied: Average rate Average rate Closing rate Three months ended September 30, 2025 Three months ended September 30, 2024 Nine months ended September 30, 2025 Nine months ended September 30, 2024 September 30, 2025 December 31, 2024 USD 1.3731 1.3704 1.4032 1.3592 1.3934 1.4412 EURO 1.5910 1.4885 1.5451 1.4743 1.6299 1.5021 PESO 0.0728 0.0749 0.0711 0.0781 0.0760 0.0709 BRL 0.2483 0.2502 0.2446 0.2641 0.2608 0.2327 CNY 0.1913 0.1896 0.1938 0.1886 0.1953 0.1977 Sensitivity analysis The Company does not have significant foreign currency exposure based on each subsidiary’s functional currency. However, a 10% strengthening of the Canadian dollar against the following currencies at September 30, would give rise to a translation risk on net income and would have increased (decreased) equity, profit or loss and comprehensive income for the three and nine months ended September 30, 2025 and 2024 by the amounts shown below, assuming all other variables remain constant: Three months ended September 30, 2025 Three months ended September 30, 2024 Nine months ended September 30, 2025 Nine months ended September 30, 2024 USD $ (5,508) $ (3,617) $ (18,594) $ (12,574) EURO 231 101 2,372 (1,231) BRL 19 141 93 308 CNY (103) (154) (386) (50) $ (5,361) $ (3,529) $ (16,515) $ (13,547) A weakening of the Canadian dollar against the above currencies at September 30 would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant. (e) Capital risk management The Company's objectives in managing capital are to ensure sufficient liquidity to pursue its strategy of organic growth combined with complementary acquisitions and to provide returns to its shareholders. The Company defines capital that it mana
---
ges as the aggregate of its equity, which is comprised of issued capital, contributed surplus, accumulated other comprehensive income and retained earnings, and debt. The Company manages its capital structure and makes adjustments in light of general economic conditions, the risk characteristics of the underlying assets and the Company's working capital requirements. In order to maintain or adjust its capital structure, the Company, upon approval from its Board of Directors, may issue or repay long-term debt, issue shares, repurchase shares, or undertake other activities as deemed appropriate under the specific circumstances. The Board of Directors reviews and approves any material transactions out of the ordinary course of business, including proposals on acquisitions or other major investments or divestitures, as well as annual capital and operating budgets. In addition to debt and equity, the Company may use leases as additional sources of financing. The Company monitors debt leverage ratios as part of the management of liquidity and shareholders’ return and to sustain future development of the business. The Company is not subject to externally imposed capital requirements and its overall strategy with respect to capital risk management remains unchanged from the prior year. Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 21 Martinrea International Inc. 16. CONTINGENCIES Contingencies The Company has contingent liabilities relating to legal and tax proceedings arising in the normal course of its business. Known claims and litigation involving the Company or its subsidiaries were reviewed at the end of the reporting period. Based on the advice of legal counsel, all necessary provisions have been made to cover the related risks, however, there can be no assurance as to the final resolution of any claims and any resulting proceedings. If any claims and ensuing proceedings are determined adversely to the Company, the amounts the Company may be required to pay could be material and in excess of any amounts accrued. In addition, new proceedings may be initiated against the Company as a result of facts or circumstances unknown at the date of these interim condensed consolidated financial statements or for which the risk cannot yet be determined or quantified. Such proceedings could have a significant adverse impact on the Company’s financial results. Tax contingencies The Company conducts business in various tax jurisdictions globally, and as a result, it is subject to tax audits and assessments in many of these jurisdictions. These audits are a regular part of the Company's operations and cover a range of subjective areas of taxation and significant judgement, including intercompany transactions, the deductibility of certain expenses, the application of tax treaties and value added tax (“VAT”) credits claimed on certain purchases. The Company’s subsidiary in Brazil is currently being assessed by the State of Sao Paulo’s tax authorities for certain historical VAT credits claimed on aluminum purchases from certain local suppliers that occurred prior to the acquisition of the Brazil subsidiary in 2011. The taxation system and regulatory environment in Brazil is characterized by numerous indirect taxes and frequently changing legislation subject to various interpretations by the various Brazilian regulatory authorities who are empowe
---
red to impose significant fines, penalties, and interest charges. The basis for the assessments stems from the classification of aluminum purchases, the registration status of the aluminum suppliers in question and the differing treatments between manufactured and unmanufactured aluminum for VAT purposes. The potential exposure under these assessments, based on the notices issued by the tax authorities and most recent developments surrounding the assessments, is approximately $39,997 (BRL $153,332) including interest and penalties to September 30, 2025 (December 31, 2024 - $38,691 or BRL $166,277). The assessments are at various stages in the process. Three assessments totaling $22,739 (BRL $87,173) including interest and penalties as at September 30, 2025, have entered the judicial litigation process. The Company’s subsidiary may be required to present guarantees related to these assessments up to $20,784 (BRL $79,678) shortly through a pledge of assets, bank letter of credit or cash deposit. The Company’s subsidiaries in Mexico and Germany are currently being assessed by Federal and State Tax authorities for tax deductions taken mainly in respect of certain intercompany transactions. Based on the audit assessments issued by the tax authorities, the potential exposure, including interest and penalties to September 30, 2025, is approximately $397,728 (MXN $5,234,233) (December 31, 2024 - $141,187 or MXN $1,991,745) in Mexico for 2013 and 2015 to 2018 tax years, and $34,271 (EURO €21,026) (December 31, 2024 - $30,407 or EURO €20,243) in Germany for 2014 to 2016 tax years. The Company has sought external legal advice and believes that it has complied, in all material respects, with the relevant legislation and will continue to vigorously defend against such assessments. No provision has been recorded by the Company in connection with the Brazilian and Mexican contingencies at this stage, as the Company has concluded that it is not probable that a liability will result from these matters. A provision related to the German contingency in the amount of $450 has been recorded, which the Company believes is adequate for all open tax years based on its assessment of many factors, including interpretations of international tax laws and prior experience. 17. GUARANTEES The Company is a guarantor under a tooling financing program. The tooling financing program involves a third party that provides tooling suppliers with financing subject to a Company guarantee. Payments from the third party to the tooling supplier are approved by the Company prior to the funds being advanced. The amounts loaned to the tooling suppliers through this financing arrangement do not appear on the Company’s interim condensed consolidated balance sheet unless the sale on the corresponding tooling project has been recognized, at which point a tooling trade payable on the project is recorded. At September 30, 2025, the amount of the off-balance sheet program financing was $10,660 (December 31, 2024 - $9,948) representing the maximum amount of undiscounted future payments the Company could be required to make under the guarantee. The Company would be required to perform under the guarantee in cases where a tooling supplier could not meet its obligations to the third party. Since the amount advanced to the tooling supplier is required to be repaid generally when the Company receives reimbursement from the final customer, and at this point the Company will in turn repay the too
---
ling supplier, the Company views the likelihood of the tooling supplier default as remote. Moreover, if such an instance were to occur, the Company would obtain the tooling inventory. The term of the guarantee will vary from program to program, but typically range up to twenty-four months. Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 22 Martinrea International Inc. 18. SUBSEQUENT EVENT On October 20, 2025, the Company acquired certain assets and assumed certain liabilities of Lyseon North America, Inc. (“Lyseon”) for a net cash outflow of US $1,250. Lyseon operated a plant in Tulsa, Oklahoma, and was engaged primarily in manufacturing metal parts and assemblies for the bus market. The Company is currently assessing the accounting impact of this transaction. Martinrea International Inc. Notes to the Interim Condensed Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Page 23 Martinrea International Inc.
View at source ↗