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GALATA WIND ENERJİ A.Ş.

Audit Report / Information Feb 27, 2025

5915_rns_2025-02-28_c64dc8e7-aeed-4a4c-9779-b4057f487b95.pdf

Audit Report / Information

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CONVENIENCE TRANSLATION INTO ENGLISH OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH

GALATA WIND ENERJI ANONIM SIRKETI

CONSOLIDATED FINANCIAL STATEMENTS AT 1 JANUARY - 31 DECEMBER 2024 TOGETHER WITH INDEPENDENT AUDITOR'S REPORT

DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Maslak No1 Plaza Eski Büyükdere Caddesi Maslak Mahallesi No:1 Maslak, Sarıyer 34485 İstanbul, Türkiye

Tel: +90 (212) 366 60 00 Fax: +90 (212) 366 60 10 www.deloitte.com.tr

Mersis No :0291001097600016 Ticari Sicil No: 304099

(CONVENIENCE TRANSLATION OF INDEPENDENT AUDITOR'S REPORT ORIGINALLY ISSUED IN TURKISH INTO ENGLISH) INDEPENDENT AUDITOR'S REPORT

To the General Assembly of Galata Wind Enerji A.Ş.

A) Report on the Audit of the Consolidated Financial Statements

1) Opinion

We have audited the consolidated financial statements of Galata Wind Enerji A.Ş. ("the Company") and its subsidiaries ("the Group"), which comprise the consolidated statement of financial position as at 31 December 2024 and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of change in equity and consolidated statement of cash flow for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of 31 December 2024, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the Turkish Financial Reporting Standards.

2) Basis for Opinion

We conducted our audit in accordance with standards on auditing as issued by Capital Markets Board of Turkey and the Standards of Independent Auditing (SIA) which is a part of Turkish Auditing Standards published by the Public Oversight Accounting and Auditing Standards Authority (POA). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics for Independent Auditors (Code of Ethics) as issued by the POA, together with the ethical requirements that are relevant to our audit of the consolidated financial statements, and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

3) Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters.

Deloitte; İngiltere mevzuatına göre kurulmuş olan Deloitte Touche Tohmatsu Limited ("DTTL") şirketini, üye firma ağındaki şirketlerden ve ilişkili tüzel kişiliklerden bir veya birden fazlasını ifade etmektedir. DTTL ve üye firmalarının her biri ayrı ve bağımsız birer tüzel kişiliktir. DTTL ("Deloitte Global" olarak da anılmaktadır) müşterilere hizmet sunmamaktadır. Global üye firma ağımızla ilgili daha fazla bilgi almak için www.deloitte.com/about adresini ziyaret ediniz.

© 2025. Daha fazla bilgi için Deloitte Türkiye (Deloitte Touche Tohmatsu Limited üye şirketi) ile iletişime geçiniz.

4) Key Audit Matters (Continued)

Key Audit Matter How the matter was addressed in the
audit
Recognition of Property, Plant and Equipment
The Group has property, plant and equipment amounting
to
TRY
8,915,690,145 in
the
consolidated
financial
statement
as
of
31 December
2024. The
accounting
policies and details of the Group's property, plant
and equipment are explained in Note 2.1.8 and Note 8 of
The Group's property plant and equipment
process
was analysed and the design and
implementation of managements controls
related to this process were evaluated.
the consolidated financial statements.
In
the
consolidated
financial
statements,
the
Group
recognizes
its
property,
plant
and equipment
over
the
acquisition costs, with their net values after deducting the
accumulated
depreciation
and impairment,
if
any,
in
Acquisition costs of property, plant and
equipment
have
been
evaluated
in
consideration of the recognition criteria
within the scope of TAS 16.
accordance with TAS 16 "Property, plant and equipment"
standard
("TAS
16").
Property,
plant
and
equipment
are
capitalized
from
the
moment
they
are
brought
to
the
required
condition
and
place
in
order
to
operate
in
line
Supporting purchase invoices for property,
plant and equipment purchases were tested
with the sampling method.
with
the
management's
objectives
and
begin
to
be
depreciated with their useful lives determined in line with
the Group management's projections.
The appropriateness of the estimated useful
lives of property, plant and equipment was
evaluated on a sample basis, considering the
expected economic benefits associated with
Since
the
total amount
of
property,
plant
and
equipment
has a significant share in the assets of the Group and the
useful
lives
used
in
the
depreciation
calculations
are
based
on
the
estimation
of
the
Group
management,
the
each asset, and the current year depreciation
expenses were tested with the sampling
method.
accounting
of
property,
plant
and
equipment
has
been
considered as a key audit matter.
The expected useful lives of wind turbines
and solar panels are compared with industry
practices.
The appropriateness and adequacy of the
explanations included in the notes to the
consolidated financial statements regarding
property, plant and equipment according to
the relevant TFRS has been evaluated.

4) Key Audit Matters (Continued)

Key Audit Matter How the matter was addressed in the
audit
TAS
29
"Financial
Reporting
in
High
Inflation
Economies" Application The Group's TMS 29 implementation
process was analysed and the design
TMS 29, "Financial Reporting in High-Inflation Economies"
("TMS 29") standard has been applied in the Group's
and implementation of controls related
to this process were evaluated.
consolidated financial statements for the year ending 31
December 2024.
The competence and impartiality of the
experts appointed by the Group were
evaluated.
According to TAS 29, statement of financial position items
and non-monetary items that are not expressed in terms of the
current measurement unit as of the end of the reporting period
are adjusted using a general price index. For this reason, the
transactions in 2024, non-monetary balances at the end of the
period and the consolidated financial statements of previous
It
has
been
checked
whether
the
distinction between monetary and non
monetary items made by the Group is
made in accordance with TAS 29.
years have been restated to reflect the current price index as of
the balance sheet date of 31 December 2024.
The assumptions used by the Group
were evaluated and checked whether
they were used consistently in each
The application of TAS 29 has a widespread and significant
impact on consolidated financial statements. Considering
period.
these reasons, the risk that the data used in the application of
TMS 29 may not be accurate and complete, and the additional
audit effort spent, the implementation of TMS 29 has been
determined by us as a key audit matter. Explanations regarding
the application of TAS 29 are included in Note 2.1.
The general price index rates used in the
calculations were checked with the
coefficients
obtained
from
the
Consumer
Price
Index
in
Turkey
published by the Turkish Statistical
Institute.
Within
the
scope
of
TAS
29
application,
detailed
studies
were
provided regarding non-monetary items
and their acquisition dates and amounts
were tested by sampling method.
The adequacy of the disclosures in the
consolidated financial statements and
notes has been evaluated within the
scope of TFRS.

5) Other Matter

The consolidated financial statements of Galata Wind Enerji A.Ş. and its subsidiaries for the year ended 31 December 2023 were audited by another auditor who expressed an unmodified opinion on those statements on 21 March 2024.

6) Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

The Group management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with TFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process..

7) Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Responsibilities of independent auditors in an independent audit are as follows:

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the regulations of the Capital Markets Board and SIA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the regulations of the Capital Markets Board and SIA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. (The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.)

7) Auditor's Responsibilities for the Audit of the Consolidated Financial Statements (Continued)

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

B) Report on Other Legal and Regulatory Requirements

In accordance with paragraph four of the Article 398 of the Turkish Commercial Code No. 6102 ("TCC"), the auditor's report on the system and the committee of early detection of risk has been submitted to the Board of Directors of the Company on 27 February 2025.

In accordance with paragraph four of the Article 402 of TCC, nothing has come to our attention that may cause us to believe that the Group's set of accounts and financial statements prepared for the period 1 January-31 December 2024 does not comply with TCC and the provisions of the Company's articles of association in relation to financial reporting.

In accordance with paragraph four of the Article 402 of TCC, the Board of Directors provided us all the required information and documentation with respect to our audit.

The engagement partner on the audit resulting in this independent auditor's report is Cem Tovil.

DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU LIMITED

Cem Tovil Partner

İstanbul, 27 February 2025

CONTENTS PAGE
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 1 -
2
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME 3
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 4
CONSOLIDATED STATEMENTS OF CASH FLOW
5 -
6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7 -
70

GALATA WIND ENERJI ANONIM SIRKETI

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

ASSETS Notes Audited
Current Period
31 December 2024
Audited
Prior Period
31 December 2023
Current assets 1,617,438,452 471,271,482
Cash and cash equivalents 4 1,318,405,113 95,293,910
Financial investments 25 - 127,473,438
Trade receivables
-Due from related parties 24,6 - 5,004
- Due from third parties 6 219,972,903 199,683,273
Other receivables
- Due from third parties 55,858 91,519
Inventories 7,090,857 7,090,857
Prepaid expenses 13 44,162,916 40,896,045
Other current assets 14 27,750,805 737,436
Non-current assets 13,192,077,460 12,753,158,470
Derivative instruments 15 92,737,097 154,549,603
Financial investments 25 1,043,849 705,344
Other receivables
- Due from third parties 582,452 843,253
Property, plant and equipment 8 8,915,690,145 7,429,653,214
Intangible assets
- Licenses 9 3,624,952,852 3,612,502,757
- Goodwill 3 189,223,495 189,223,495
- Other 9 25,126,708 28,062,649
Right of use assets 10 150,075,655 106,187,964
Prepaid expenses 13 192,645,207 1,231,430,191
TOTAL ASSETS 14,809,515,912 13,224,429,952

The consolidated financial statements as of and for the period ended 31 December 2024 have been approved by the Board of Directors on 27 February 2025.

GALATA WIND ENERJI ANONIM SIRKETI

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

LIABILITIES Notes Audited
Current Period
31 December 2024
Audited
Prior Period
31 December 2023
Current liabilities 806,929,673 563,892,083
Short-term borrowings
- Bank borrowings 5 425,905,666 -
Short-term portion of long-term borrowings
Short-term portion of long-term borrowings from third parties
- Bank borrowings 5 131,973,935 169,229,075
- Lease liabilities 5 4,053,889 997,587
- Short-term portion of long-term borrowings
from related parties
- Lease liabilities 5,24 206,060 297,507
Trade payables
- Due to related parties 6,24 4,780,325 1,537,531
- Due to third parties 6 133,645,571 100,011,751
Other payables
- Due to third parties 7 45,159,738 231,308,008
Payables related to employee benefits 12 21,561,398 13,595,977
Provision for period income tax 23 27,315,741 37,428,308
Short-term provisions
- Other short-term provisions 11 576,138 1,366,187
- Short-term provisions for employment benefits 12 11,751,212 8,120,152
Non-current liabilities 3,545,932,718 2,506,674,731
Long-term borrowings
- Long-term borrowings from third parties
- Bank borrowings 5 1,642,967,904 897,058,266
- Lease liabilities 5 86,137,940 48,713,032
- Long-term borrowings from related parties
- Lease liabilities 5-24 297,746 429,882
Long-term provisions
- Long-term provisions for
employment benefits 12 11,791,980 13,388,124
Deffered Tax Liabilities 23 1,804,737,148 1,547,085,427
EQUITY 10,456,653,521 10,153,863,138
Equity attributable to equity holders of the parent company 10,456,653,521 10,153,863,138
Share capital 16 540,000,000 540,000,000
Inflation Adjustments on Capital 3,609,688,431 3,609,688,431
Share premiums/(discounts) 16 21,271,766 21,271,766
Other comprehensive income (losses) that
will not be reclassified in profit or loss
- Actuarial gains (losses) on defined
benefit plans 16 (9,119,995) (8,798,649)
Accumulated other comprehensive income/(expense)
to be reclassified to profit or loss
- Foreign currency conversion differences (166,920) 32,397
- Gains on revaluation and classification of available-for-sale
financial assets 25 338,506 -
Advances dividend paid 16 - (180,473,464)
Restricted reserves 16 394,163,200 333,406,890
Retained earnings or accumulated losses 5,066,068,462 4,938,465,208
Net profit or loss for the period 834,410,071 900,270,559
TOTAL EQUITY AND LIABILITIES 14,809,515,912 13,224,429,952

GALATA WIND ENERJI ANONIM SIRKETI

CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE PERIODS 1 JANUARY – 31 DECEMBER 2024 AND 2023

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

Notes Audited
Current Period
1 January -
31 December
2024
Audited
Prior Period
1 January -
31 December
2023
PROFIT OR LOSS
Revenue
Cost of sales (-)
17
17
2,364,399,960
(1,123,133,612)
2,684,048,728
(1,087,585,421)
GROSS PROFIT/ (LOSS) 1,241,266,348 1,596,463,307
General administrative expenses (-) 18 (174,481,465) (91,519,475)
Marketing expenses (-) 18 (51,877,614) (37,178,785)
Other operating income 20 140,839,130 661,558,637
Other operating expenses (-) 20 (30,024,393) (3,175,880)
OPERATING PROFIT/ (LOSS) 1,125,722,006 2,126,147,804
OPERATING PROFIT/ (LOSS) BEFORE FINANCE
(EXPENSE)/ INCOME 1,125,722,006 2,126,147,804
Finance expenses (-)
Monetary Gain/(Loss)
21
22
(198,002,629)
275,332,817
(515,294,416)
(159,758,034)
PROFIT/ (LOSS) BEFORE TAXATION
FROM CONTINUED OPERATIONS 1,203,052,194 1,451,095,354
Tax income/(expense) from continued operations (368,642,123) (550,824,795)
Tax income/ (expense) for the period 23 (110,883,287) (260,872,272)
Deferred tax income/ (expense) 23 (257,758,836) (289,952,523)
PROFIT/ (LOSS) FOR THE PERIOD 834,410,071 900,270,559
Earning/(Loss) Per Share Attributable to Equity
Holders of the Parent Company 26 1,545 1,667
OTHER COMPREHENSIVE INCOME
That will not be reclassified as profit or loss
Actuarial gains (losses) on
defined benefit plans (428,461) (7,274,077)
Taxes related to other comprehensive income
that will not be reclassified as
profit or loss
Tax effect of actuarial gains (losses)
on defined benefit plans 107,115 1,818,520
Other Comprehensive Income That Will Be Reclassified to Profit
or Loss
- Foreign currency conversion differences
(199,317) 32,397
Gains on revaluation and classification of available-for-sale financial
assets 338,506 -
OTHER COMPREHENSIVE INCOME (LOSS) (182,157) (5,423,160)
TOTAL COMPREHENSIVE INCOME (LOSS) 834,227,914 894,847,399
Allocation of Total Comprehensive Income/(Loss)
Attributable to non-controlling interests - -
Attributable to equity holders of the parent company 834,227,914 894,847,399

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS 1 JANUARY – 31 DECEMBER 2024 AND 2023

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

Other
comprehensive
income or
expense not to be
reclassified
Other
comprehensive
income or expense
not to be reclassified
to profit or loss to profit or loss Retained earnings
Share
capital
Capital
Adjustment
Differences
Share
premium/
discounts
Actuarial gain/
(loss)on defined
benefit plans
foreign currency
conversion
Differences
Gains on
revaluation and
classification of
available for sale
financial
Assets
Restricted
reserves
Advance
Dividend
Paid
Retained earnings
or
accumulated loss
Profit (Loss)
for Period
Equity
attributable to
equity
holders of
parent company
Non
controlling
interest
Total equity
Balance at 1 January 2023 534,791,458 3,605,448,254 21,271,766 (3,343,092) - - 227,585,299 - 3,520,539,426 2,114,610,740 10,020,903,851 - 10,020,903,851
Transfers
Dividends
Dividend advance paid during the
5,208,542
-
4,240,177
-
-
-
-
-
-
-
-
-
105,821,591
-
-
-
1,999,340,430
(581,414,648)
(2,114,610,740)
-
-
(581,414,648)
-
-
-
(581,414,648)
period
Total comprehensive income
-
-
-
-
-
-
-
(5,455,557)
-
32,397
-
-
-
-
(180,473,464)
-
-
-
-
900,270,559
(180,473,464)
894,847,399
-
-
(180,473,464)
894,847,399
- Other comprehensive income/
(expense)
- - - (5,455,557) 32,397 - - - - (5,423,160) - (5,423,160)
- Net profit for the period (loss) - - - - - - - - - 900,270,559 900,270,559 - 900,270,559
Balance at 31 December 2023 540,000,000 3,609,688,431 21,271,766 (8,798,649) 32,397 - 333,406,890 (180,473,464) 4,938,465,208 900,270,559 10,153,863,138 - 10,153,863,138
Balance at 1 January 2024 540,000,000 3,609,688,431 21,271,766 (8,798,649) 32,397 - 333,406,890 (180,473,464) 4,938,465,208 900,270,559 10,153,863,138 - 10,153,863,138
Transfers
Dividends
-
-
-
-
-
-
-
-
-
-
-
-
60,756,310
-
180,473,464
-
659,040,785
(531,437,531)
(900,270,559)
-
-
(531,437,531)
-
-
-
(531,437,531)
Total comprehensive income
- Other comprehensive income/
- - - (321,346) (199,317) 338,506 - - - 834,410,071 834,227,914 - 834,227,914
(expense)
- Profit (Loss) for Period
-
-
-
-
-
-
(321,346)
-
(199,317)
-
338,506
-
-
-
-
-
-
-
-
834,410,071
(182,157)
834,410,071
-
-
(182,157)
834,410,071
Balance at 31 December 2024 540,000,000 3,609,688,431 21,271,766 (9,119,995) (166,920) 338,506 394,163,200 - 5,066,068,462 834,410,071 10,456,653,521 - 10,456,653,521

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIODS 1 JANUARY – 31 DECEMBER 2024 AND 2023

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

Notes Audited
Current Period
1 January -
31 December
2024
Audited
Prior Period
1 January -
31 December
2023
A. NET CASH FROM OPERATING ACTIVITIES 1,493,164,152 2,867,767,633
Net profit (loss) for the period 834,410,071 900,270,559
Adjustments regarding reconciliation of net profit (loss)
for the period: 870,499,456 1,450,699,358
Adjustments related to depreciation and amortization
Adjustments related to provisions
8,9,10 620,904,521 560,777,802
- Adjustments related to provisions for (reversal of) employee benefits 2,935,348 1,676,650
-Short-term employee benefits 6,127,011 5,297,029
- Adjustments related to other provisions (reversals) 11 790,049 26,173,223
Adjustments related to interest (income) and expenses
- Adjustments related to interest income 20 (107,832,477) (227,342,292)
- Adjustments related to interest expenses 21 58,884,508 47,774,046
Adjustments related to fair value (gains) losses 61,812,506 276,272
Adjustments related to tax (income)/expense 23 368,642,123 550,824,794
Adjustments related to changes in unrealised
foreign exchange differences 5 97,517,593 10,496,018
Adjustments related to gains and losses on monetary positions (239,281,726) 474,745,816
Changes in working capital (191,574,637) 461,741,937
Adjustments for decrease/(increase) in inventories - 41,093
Adjustments for decrease/ (increase) in trade receivables
-Decrease/ (increase) in trade receivables from related parties 5,004 (621)
-Decrease/ (increase) in trade receivables from non-related parties 6 (20,289,630) 451,416
Increase/ (decrease) in payables due to employee benefits 7,965,421 3,784,822
Adjustments regarding decrease/ (increase)
in other receivables on operations
(Increase)/ decrease in other receivables regarding
operations with non-related parties 35,661 (5,570)
Adjustments regarding increase (decrease) in trade payables
- Increase/ (decrease) in trade payables to related parties 3,242,794 145,782
- Increase/ (decrease) in trade payables to non-related parties 33,633,820 59,843,618
Adjustments regarding increase (decrease) in other payables on operations
- Increase/(decrease) in other payables
regarding operations with non-related parties (186,148,270) 221,392,258
Adjustments for other increase (decrease) in working capital
- (Increase)/ decrease in other assets regarding operations (30,019,437) 176,089,139
Net cash from operating activities 1,513,334,890 2,812,711,854
Income tax refunds / (payments) 23 (118,432,731) (179,738,578)
Interest received 99,106,740 236,244,493
Payment of provisions for employee benefits 12 (844,747) (1,450,136)

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIODS 1 JANUARY – 31 DECEMBER 2024 AND 2023

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

Notes Audited
Current Period
1 January -
31 December
2024
Audited
Prior Period
1 January -
31 December
2023
B. NET CASH FROM INVESTING ACTIVITIES (953,827,248) (2,978,784,018)
Cash inflows / (outflows) from the acquisition of shares or debt instruments
of other enterprises or funds
Cash outflows from subsidiary acquisition (-)
9 127,473,438
(102,396,478)
54,040,734
-
Cash outflows from purchase of
property, plant, equipment and intangible assets
Cash outflows from purchase of property, plant, equipment
Cash outflows from purchase of intangible assets
8
9
(1,994,322,855)
(10,555,380)
(1,900,017,718)
(23,604)
Cash advance given
Cash inflows from sale of property, plant, equipment and
intangible assets
1,038,784,984 (1,109,713,188)
Cash inflows from sale of property, plant, equipment
Cash inflows from sale of intangible assets
Other cash inflows
8
9
-
-
(12,810,957)
57,756
1,398,913
(24,526,911)
C. NET CASH FROM FINANCING ACTIVITIES 710,334,670 (928,625,149)
Cash inflows from borrowings
-Cash inflows from loans
Cash outflows on debt payments
5 1,878,185,400 -
- Cash outflows due to payments of bank borrowings
Cash outflows due to payments of lease liabilities
Interest paid
5
5
5,21
(566,543,253)
(21,432,368)
(48,437,578)
(138,604,669)
(10,292,556)
(17,839,812)
Dividends paid (531,437,531) (761,888,112)
D. INFLATION EFFECT
ON CASH AND CASH EQUIVALENTS
(54,383,239) (846,022,195)
NET INCREASE/(DECREASE) IN
CASH AND CASH EQUIVALENTS
BEFORE FOREIGN CURRENCY
TRANSLATION DIFFERENCES (A+B+C+D)
1,195,288,335 (1,885,663,729)
E. EFFECT OF CURRENCY TRANSLATION
DIFFERENCES ON CASH AND
CASH EQUIVALENTS 19,097,131 421,929,744
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (A+B+C+D+E)
1,214,385,466 (1,463,733,985)
F.CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE PERIOD
4 95,201,655 1,558,935,640
F. CASH AND CASH EQUIVALENTS AT THE
END OF THE PERIOD (A+B+C+D+E+F)
4 1,309,587,121 95,201,655

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Galata Wind Enerji Anonim Şirketi ("Galata Wind" or the "Company") was acquired and taken over from the İbrahimağaoğlu Family on 29 June 2012 as a Doğan Holding subsidiary.

While the Company operated as a subsidiary of Doğan Enerji Yatırımları Sanayi ve Ticaret A.Ş. ("Doğan Enerji") as part of Doğan Şirketler Grubu Holding A.Ş., it started to operate directly as a subsidiary of Doğan Şirketler Grubu Holding A.Ş. after the merger of Doğan Şirketler Grubu Holding A.Ş. and Doğan Enerji Yatırımları Sanayi ve Ticaret A.Ş. under Doğan Şirketler Grubu Holding A.Ş. on 2 March 2021. The ultimate joint shareholders of the Company are Aydın Doğan and Doğan Family (Işıl Doğan, Arzuhan Yalçındağ, Vuslat Sabancı, Hanzade V. Doğan Boyner and Y. Begümhan Doğan Faralyalı).

Galata Wind is subject to Capital Markets Legislation and Capital Markets Board ("CMB") regulations. Its shares have been traded on Borsa İstanbul A.Ş. ("Borsa İstanbul") since 22 April 2021. As per CMB Principle Decision No. 31/1059 dated 30 October 2014 and Principle Decision No. 21/655 dated 23 July 2010, and according to the records of Central Securities Depository ("CSD"), as of 25 February 2025, shares corresponding to 29.95% of Galata Wind's capital are accepted as being in circulation.

The main activities of the Company are establishing, operating and managing power plants and generating and selling electricity.

In the scope of this purpose and field, the Company generates electricity using sustainable energy sources and sells this electricity to the Turkey Interconnected Grid.

The Company owns three wind power plants (WPP) and two solar power plants (SPP). Total installed capacity of these plants is 297.2 MW, 246.7 MW of which is comprised of WPPs, and 50.5 MW of which is comprised of SPPs. All power plants, except Mersin WPP and Şah WPP, sell the electricity generated to the feed-in-tariff system, within the scope of the Support Mechanism for Renewable Energy Sources ("YEKDEM"). As of December 2024, a total of 810,127 MWh of electricity was generated, 757,907 MWh from WPPs and 52,220 MWh from SPPs.

The WPPs with 49-year generation licenses are Şah WPP, Taşpınar WPP and Mersin WPP. The 105 MW Şah WPP in Bandırma/Balıkesir has been in operation since 2011, while the 62.7 MW Mersin WPP in Mut/Mersin has been in operation since 2010. The Şah WPP and the Mersin WPP changed hands following the takeover of the company by the Doğan Group and have been operated by the Doğan Group since June 2012. The 79 MW Taşpınar power plant in Nilüfer/Bursa is a project developed by the company and was commissioned in October 2020 with a preliminary partial acceptance. By the end of 2020, the installation of 10 turbines was completed and the project was commissioned at full capacity in March 2021. In total, the company has 71 wind turbines, including 35 Vestas turbines in Bandirma, 16 Nordex turbines in Taspinar and 20 Vestas turbines in Mersin.

Following the application made to the Energy Market Regulatory Authority to establish a Hybrid Solar Power Plant within the Taşpınar RES licensed power plant, the facility was converted into a "Combined Renewable Energy Power Plant" and a permit of 42.5 MW was obtained. 16.4 MW of the Hybrid SPP, which was partially commissioned in early 2024, is currently operational. Hybrid power plants, which enable the generation of electrical energy from multiple sources in a single production facility, enable production facilities to operate more efficiently and with longer-term availability and to produce more electricity within the limits of the installed power.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS (Continued)

"SPPs" operating within the scope of unlicensed power generation were commissioned with an installed capacity of 9.4 MW in Merkez/Çorum and 24.7 MW in Aziziye-Hınıs-Karayazı/Erzurum on 19 December 2017 and 31 December 2018, respectively.

Electricity sales prices are as follows:

  • Şah WPP exited YEKDEM at the end of 2021. In this context, it sold the electricity generated in 2021 for the last time at a price of 73 USD/MWh. Since January 2022, it has been selling the generated electricity through bilateral agreements.
  • The YEKDEM period for Taşpınar WPP began in 2021 and will continue until the end of 2030. In addition, since the equipment used at the Taşpınar WPP is domestically manufactured, the company will benefit from an additional local contribution price. Taşpınar WPP will sell the electricity it generates for USD 94/MWh (USD 73 + USD 21 local contribution) for 5 years. Taşpınar WPP will once again utilize YEKDEM in 2023. Taşpınar Hybrid SPP, which also produces using domestic equipment, will benefit from the same YEKDEM prices within the same periods. When YEKDEM expires, it will sell electricity at the spot price or through bilateral agreements.
  • Mersin WPP, whose YEKDEM term expired at the end of 2020, has been selling its electricity since January 2021 through bilateral agreements.
  • For SPPs, the 10-year YEKDEM period has begun from the date of operations. Çorum SPP will sell the electricity it generates until the end of 2027 and Erzurum SPP until the end of 2028 at a selling price of 133 USD/MWh through the distribution companies in the regions inwhich they operate.

Pursuant to the resolution of the Board of Directors of the Company dated December 31, 2020, all registered shares of Sunflower Solar Güneş Enerjisi Sistemleri Ticaret A.Ş. ("Sunflower"), which is 100% owned by Doğan Enerji, were purchased and taken over by the company with a nominal value of TRY 1,000,000. As of December 31, 2020, the corresponding share transfers are included in Sunflower's share register and as of December 31, 2020, control of Sunflower has been transferred to Galata Wind. The ultimate shareholder of Sunflower is Doğan Şirketler Grubu Holding A.Ş., and the share transfer is considered a transaction between entities under common control. The company's field of activity is the design and installation of all types of renewable energy sources, sunlight-to-energy conversion systems and sunlight-to-energy generation systems in all types of residences, housing estates, hotels, hospitals, factories, tourism facilities, vacation villages and similar facilities, sites and buildings. The company will continue its activities in the field of rooftop solar energy projects and energy storage in the future.

A Share Purchase and Sale Agreement dated 23.09.2022 was entered into between the Company and Şık Mehmet Aslan to acquire all registered shares corresponding to 100% of the capital of Gökova Elektrik Üretim ve Ticaret A.Ş. ("Gökova") at a price of TRY 38,265,698. The subject of the purchase is the wind power plant project ("Alapınar WPP Project"), which will operate within the borders of Muğla Province, has an installed capacity of 9 MWm / 6.8 MWe and a generation license number EÜ/3519-37/2164. As of 23, 2022, corresponding share transfers are registered in the share register of Gökova. On September 23, 2022, control of Gökova was transferred to Galata Wind. Within the field coordinates included in Production License No. EU/3519-37/2164, the Company shall pay an additional fee of USD 1,750,000 in cash and in full to the Seller, provided that the obligation under the positive EIA decision is satisfied by the obligations under EMRA's decision dated September 1, 2022, No. 11159- 7.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS (Continued)

With regard to renewable energy investment projects abroad, and so as to consolidate and effectively coordinate potential investments abroad, the establishment of a new company/subsidiary named Galata Wind Energy Global BV, located in the Netherlands, in which the Company will have 100% share capital, has been completed.

As of 31 December 2024, the main operations of the subsidiary of the Company (the Company and the subsidiary shall be together referred to as the "Group") and the country in which it operates are as follows:

Main operation Country registered
Energy Turkiye
Energy Turkiye
Energy Netherlands

The Group had 68 employees as of 31 December 2024 (31 December 2023: 56).

The registered address of the group is as follows:

Burhaniye Mah. Kısıklı Cad. No: 65 34676 Üsküdar/Istanbul

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS

2.1 Basis of Presentation

2.1.1 Preparation and Presentation of Financial Statements

Adopted Financial Reporting Standards

The consolidated financial statements of the Group have been prepared in accordance with the Capital Markets Board's ("CMB") Communiqué Serial II, 14.1 "Principles of Financial Reporting in Capital Markets" ("Communiqué") published in the Official Gazette dated 13 June 2013 and numbered 28676. Turkish Financial Reporting Standards and their annexes and comments ("TFRSs") published by the Public Oversight Accounting and Auditing Standards Authority ("KGK") in accordance with Article 5 of the Communiqué. The consolidated financial statements have been prepared in accordance with the formats specified in the "Announcement on TFRS Taxonomy" published by POA on July 3, 2024 and the Financial Statement Examples and User Guide published by the CMB.

The Group maintains their legal books of accounts in Turkish Lira in accordance with the Tax Legislation, and the Uniform Chart of Accounts (General Communiqué on Accounting System Implementation) issued by the Ministry of Finance. These consolidated financial statements, except for the financial assets that are presented at fair value, are prepared on the basis of historical cost.

Financial reporting in hyperinflationary econimics

The Group has prepared its consolidated financial statements for the year ended 31 December 2023 by applying TAS 29 "Financial Reporting in High Inflation Economies" Standard based on the announcement made by the KGK on 23 November 2023 and the "Implementation Guide on Financial Reporting in High Inflation Economies". In accordance with the standard, financial statements were prepared based on the currency of a hyperinflationary economy are prepared in the purchasing power of this currency at the balance sheet date, and comparative information is expressed in terms of the current measurement unit at the end of the reporting period for the purpose of comparison of previous period financial statements. Therefore, the Group has presented its consolidated financial statements as of 31 December 2023, based on purchasing power as of 31 December 2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.1 Preparation and Presentation of Financial Statements (Continued)

Financial reporting in hyperinflationary economics (Continued)

In accordance with the CMB's decision dated 28 December 2023 and numbered 81/1820, issuers and capital market institutions subject to financial reporting regulations implementing Turkish Accounting/Financial Reporting Standards shall comply with the provisions of TMS 29, starting from their annual financial reports for the accounting periods ending as of 31 December 2023. It was decided to apply inflation accounting.

Rearrangements made in accordance with TMS 29 were made using the correction coefficient obtained from the Consumer Price Index in Turkey ("CPI") published by the Turkish Statistical Institute ("TURKSTAT"). As of December 31, 2024, the indices and correction coefficients used in the correction of consolidated financial statements are as follows:

Date Index Adjustment Coefficient Three Years Compound Inflation Rate
31
December
2024
2,684.55 1.00000 %291
31 December 2023 1,859.38 1.44379 %268
31
December
2022
1,128.45 2.37897 %156

The main elements of the Group's adjustment for financial reporting purposes in high-inflation economies are as follows:

  • The current period consolidated financial statements prepared in TRY are expressed with the purchasing power at the balance sheet date, and the amounts from previous reporting periods are also expressed by adjusting according to the purchasing power at the end of the reporting period.

  • Monetary assets and liabilities are not adjusted as they are currently expressed with current purchasing power at the balance sheet date. In cases where the inflation-adjusted values of non-monetary items exceed the recoverable amount or net realizable value, the provisions of TMS 36 and TMS 2 were applied, respectively.

  • Non-monetary assets and liabilities and equity items that are not expressed in current purchasing power at the balance sheet date have been corrected using the relevant correction coefficients.

All items in the statement of comprehensive income, except those that affect the statement of comprehensive income of non-monetary items in the balance sheet, are indexed with coefficients calculated over the periods when the income and expense accounts are first reflected in the financial statements. The effect of inflation on the Group's net monetary asset position in the current period is recorded in the net monetary position loss account in the income statement.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.1 Preparation and Presentation of Financial Statements (Continued)

Functional and Presentation Currency

Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in Turkish Lira, which is the functional and presentation currency of Group.

2.1.2 Consolidation Principles

(a) Subsidiaries

Subsidiaries comprise of the companies directly or indirectly controlled by Galata Wind.

Control is achieved when the Group:

  • Has power over the company/asset;
  • Is exposed, or has rights, to variable returns from its involvement with the company/asset; and
  • Has the ability to use its power to affect its returns.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are indicators of a situation or an event that may cause any changes to at least one of the elements of control listed above.

When the Group considers all relevant facts and circumstances in assessing whether or not the Group's voting rights in the relevant investee are sufficient to give it power, including:

  • The size of the Group's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
  • Potential voting rights held by the Group, other vote holders or other parties;
  • Rights arising from other contractual arrangements; and
  • Any additional facts and circumstances that indicate that the Group has, or does not have, the current ability to direct the relevant activities (including voting patterns at previous shareholders' meetings).

Subsidiaries are consolidated by the date the Group takes the control and from the date the control is over, subsidiaries are excluded from the consolidation scope. Proportion of ownership interest represents the effective shareholding of the Group through the shares held by Galata Wind and/or indirectly by its subsidiaries.

Intercompany transactions and balances are eliminated on consolidation. The dividends arising from shares held by Group in its subsidiary are eliminated from equity and income for the period.

Subsidiaries acquired or disposed of during the accounting period are included in the consolidation from the date at which the control of operations are transferred to the Group and excluded from the consolidation when the control is lost. Even if non-controlling interests result in a deficit balance, total comprehensive income is attributed to the owners and to the non-controlling interests.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.2 Consolidation Principles (Continued)

(a) Subsidiaries (Continued)

Income and expense of a subsidiary, acquired or disposed of the during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.

Changes in ownership interests

The Group assesses transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their indirect interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity.

As of 31 December 2024 and, Sunflower, Gökova, Galata Wind Global, are the subsidiaries consolidated. The voting rights and effective ownership rates for Sunflower are shown below:

Direct voting
Rights (%)
Proportion of effective
ownership interest (%)
Subsidiaries 31 December
2024
31 December
2023
31 December
2024
31 December
2023
Sunflower 100 100 100 100
Gökova 100 100 100 100
Galata Wind Global 100 100 100 100

Summary financial information of Sunflower as of 31 December 2024 and 31 December 2023 are as follows:

31 December 2024 31 December 2023
Current assets 1,337,929 1,453,143
Non-current assets - 1,384
Current liabilities 250,616 11,711
Shareholders equity 1,087,313 1,442,816
Net (loss)/ profit for the period (767,056) (367,091)

Summary financial information of Gökova as of 31 December 2024 and 31 December 2023 are as follows:

31 December 2024 31 December 2023
Current assets 4,364,543 4,863,176
Non-current assets 6,306,192 4,292,506
Current liabilities 2,353 49,171
Shareholders equity 10,668,382 9,106,511
Net (loss)/ profit for the period (213,261) 563,853

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.2 Consolidation Principles (Continued)

Changes in ownership interests (Continued)

Summary financial information of Galata Wind Global as of 31 December 2024 and 31 December 2023 are as follows: With the share purchase and sale agreement signed by Galata Wind Global on August 14, 2024, the financial information of Nova Grup Enerji Yatırımları A.Ş. ("Nova") and Avrupa Grup Enerji Yatırımları A.Ş. ("Avrupa") are also shown under Galata Wind Global:

31 December 2024 31 December 2023
Current assets 605,076 4,167,310
Non-current assets 102,396,478 -
Current liabilities 111,835,392 1,031,127
Shareholders equity (8,833,838) 3,136,183
Net (loss)/ profit for the period (35,559,569) (1,703,321)

(b) Non-Controlling Interests

Non-controlling interests of shareholders over the net assets and operational results of subsidiaries are classified as non-controlling interest and non-controlling profit/loss in the consolidated statement of financial position and consolidated statement of income.

2.1.3 Offsetting

Financial assets and liabilities are offset and the net amount is reported when there is a legally enforceable right to set-off the recognised amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

To conform to the presentation of the current period's consolidated financial statements, comparative information is reclassified when deemed necessary and material differences are disclosed.

2.1.4 Comparative information and restatement of prior period financial statements

The Group's consolidated financial statements were prepared in comparison with the previous periods in order to determine financial position and performance trends. The Group prepared its consolidated statement of financial position as at 31 December 2024 in comparison with the consolidated statement of financial position as at 31 December 2023. The Group prepared its consolidated statement of profit or loss and other comprehensive income, consolidated statement of cash flows and consolidated statement of changes in equity for the period ending 1 January - 31 December 2024 in comparison with the consolidated financial statements for the period ending 1 January - 31 December 2023.

2.1.5 Financial statements of subsidiaries operating abroad

The financial statements of subsidiaries operating abroad have been prepared in accordance with the laws and regulations of the countries in which they operate and have been prepared with adjustments made for the purpose of fair presentation in accordance with Turkish Accounting Standards. In this context, the Group's subsidiaries operating abroad prepare their financial statements in the functional currency Euro, assets and liabilities are translated into Turkish Lira at the exchange rate prevailing on the date of the consolidated balance sheet, and income and expenses are translated into Turkish Lira at the average exchange rate. Translation differences resulting from the use of closing and average rates and indexation effects resulting from the indexation of the income statements in accordance with TAS 29 are recognized in other comprehensive income and in equity under the currency translation reserve.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.6 Changes in significant accounting policies, accounting estimates, errors and restatement of prior period financial statements

Changes of accounting policies resulting from the first-time implementation of the TAS are implemented retrospectively or prospectively in accordance with the transition provisions. Major accounting mistakes detected are applied retrospectively and the financial statements of previous period are revised. If the changes in accounting estimates only apply to one period, then they are applied in the current period when the change occurs; if the changes apply also to the future periods, they are applied in both the period of change and in the future period.

2.1.7 New and revised Turkish Financial Reporting Standards ("TFRS")

Amendments to TAS 1 Classification of Liabilities as Current or Non-Current

The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current.

Amendments to TFRS 16 Lease Liability in a Sale and Leaseback

Amendments to TFRS 16 clarify how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in TFRS 15 to be accounted for as a sale

Amendments to TAS 1 Non-current Liabilities with Covenants

Amendments to TAS 1 clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability.

The Group evaluates the effects of these standards, amendments and improvements on the consolidated financial statements.

Amendments to TAS 7 and TFRS 7 Supplier Finance Arrangements

The amendments add disclosure requirements, and 'signposts' within existing disclosure requirements, that ask entities to provide qualitative and quantitative information about supplier finance arrangements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.7 New and revised Turkish Financial Reporting Standards ("TFRS") (Continued)

TSRS 1 General Requirements for Disclosure of Sustainability-related Financial Information

TSRS 1 sets out overall requirements for sustainability-related financial disclosures with the objective to require an entity to disclose information about its sustainability-related risks and opportunities that is useful to primary users of general purpose financial reports in making decisions relating to providing resources to the entity. The application of this standard is mandatory for annual reporting periods beginning on or after 1 January 2024 for the entities that meet the criteria specified in POA's announcement dated 5 January 2024 and numbered 2024-5 and the Board Decision dated 16 December 2024 amending this announcement. Other entities may voluntarily report in accordance with TSRS.

TSRS 2 Climate-related Disclosures

TSRS 2 sets out the requirements for identifying, measuring and disclosing information about climaterelated risks and opportunities that is useful to primary users of general purpose financial reports in making decisions relating to providing resources to the entity. The application of this standard is mandatory for annual reporting periods beginning on or after 1 January 2024 for the entities that meet the criteria specified in POA's announcement dated 5 January 2024 and numbered 2024-5 and the Board Decision dated 16 December 2024 amending this announcement. Other entities may voluntarily report in accordance with TSRS.

a) New and revised TFRS's in issue but not yet effective

TFRS 17 Insurance Contracts

TFRS 17 requires insurance liabilities to be measured at a current fulfillment value and provides a more uniform measurement and presentation approach for all insurance contracts. These requirements are designed to achieve the goal of a consistent, principle-based accounting for insurance contracts. TFRS 17 has been deferred for insurance, reinsurance and pension companies for a further year and will replace TFRS 4 Insurance Contracts on 1 January 2026.

Amendments to TFRS 17 Insurance Contracts and Initial Application of TFRS 17 and TFRS 9 — Comparative Information

Amendments have been made in TFRS 17 in order to reduce the implementation costs, to explain the results and to facilitate the initial application.

The amendment permits entities that first apply TFRS 17 and TFRS 9 at the same time to present comparative information about a financial asset as if the classification and measurement requirements of TFRS 9 had been applied to that financial asset before. Amendments are effective with the first application of TFRS 17.

Amendments to TAS 21 Lack of Exchangeability

The amendments contain guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not. Amendments are effective from annual reporting periods beginning on or after 1 January 2025.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies

The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These accounting policies are applied consistently for the presented periods unless otherwise specified.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, bank deposits and highly liquid investments without a significant risk over the change in their value, whose maturity at the time of purchase is three months or less (Note 4).

Trade receivables and provision for doubtful receivables

The Group's trade receivables from providing goods or services to customers are carried at net of unrealized finance income ("unearned financial income due to sales with maturity"). Trade receivables, net of unrealized finance income, are calculated by discounting future cash inflows of receivables carried at the original invoice amount using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset, or, where appropriate, a shorter period to the net carrying amount on initial recognition.

Effective interest method is calculating the present value in accordance with the compound interest basis. The rate determined by compound interest basis and applied in this method is named "effective interest rate". Short term receivables with indefinite interest rate are carried at cost unless the effect of imputing interest is significant (Note 6).

When calculating the impairment of trade receivables, which are recognised based on the cost amortised in financial statements and do not include an important financing component, Group preferred to adopt "simplified approach" in TFRS 9.

TAS 39, "Financial Instruments" valid before 1 January 2018: Instead of "realised credit losses model" in Accounting and Measurement Standard, "expected credit loss model" was defined in TFRS 9 "Financial Instruments". Expected credit loss is estimated by weighting credit losses, expected to occur throughout the expected life of financial instruments, based on previous statistics. When calculating the expected credit losses, credit losses in the previous years and forecasts of the Group are considered.

The Group evaluates to recognize provision for doubtful receivables, whose payment was not made within the ordinary commercial activity cycle of the Group, considering whether the trade receivable is subject to administrative and/or legal proceeding, whether or not they have a guarantee and there is an objective finding. The amount of such provision is the difference between the book value of the receivable and the collectible amount. The collectible amount is the current value of the expected cash flow, including the amounts to be collected from guarantees and collaterals, which is discounted based on the original effective interest rate of the initial receivable.

When trade receivables are not impaired for certain reasons along with realised impairment losses, Group recognises expected credit loss provision equal to lifetime expected credit loss for trade receivables as per TFRS 9. Expected credit loss is calculated by expected credit loss rates determined based on previous credit loss experiences of the Group and prospective macroeconomic indicators.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Trade receivables and provision for doubtful receivables (Continued)

Changes in expected credit loss provisions are recognised under other income and expenses from operating activities (Note 20).

If there is a partial or whole collection over the doubtful receivable amount subsequent to the recognition of a provision for doubtful receivables, the collected portion is recognized as other income from operating activities following the write-down of the total provision amount (Note 6; 20).

Inventories

Inventories are valued at the lower of cost or estimated selling price less estimated costs necessary to make a sale (net realizable value). Cost elements included in inventory are purchasing costs and other costs necessary to prepare the asset for its intended use. Cost elements included in inventories are materials, labor and production overheads. The unit cost of inventories is determined on the weighted average basis. The inventories item includes the solar panels that Sunflower trades.

When the net realizable value of inventory is less than cost, the inventory is written down to the net realizable value and the expense is included in the consolidated statement of profit or loss in the period the write-down or loss occurred. When the circumstances that previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in net realizable value because of the changing economic circumstances, the amount of the write-down is reversed. The reversal amount is limited to the amount of the initial impairment.

Property, plant and equipment

Property, plant and equipment are carried at cost less any accumulated depreciation and any accumulated impairment losses. Depreciation is provided on property, plant and equipment on a straight-line basis (except land) (Note 8). Land is not subject to depreciation since useful life is assumed to be infinite.

The estimated useful lives of the tangible assets are as follows;

Years
Land and land improvements 50 years
Buildings 50 years
Wind turbines, transformers and switchyard 10 -
30 years
Solar panels 20 years
Motor vehicles 4 -
5 years
Furniture and fixtures 4 -
11 years

Expected useful life, residual value and depreciation method are reviewed annually for possible effects of changes in estimates and are recognized prospectively if there is a change in estimates.

An item of property, plant and equipment is derecognized in the consolidated statement of financial position upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized as income or expenses from investing activities in profit or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Property, plant and equipment (Continued)

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount provided to allocate provision. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. Fair value less costs to sell is the amount obtainable from the sale of an asset less the costs of disposal. Value in use is the present value of the future cash flows expected to be derived from an asset plus the residual value of the related assets as of the statement of financial position date. Repair and maintenance expenses are charged to the statement of profit or loss as they are incurred. Capital expenditures that increase the present value of the future cash flows expected to be derived from property, plant and equipment by increasing its capacity is added to the cost of tangible fixed asset. Gain and losses regarding sale of property, plant and equipment are accounted as other income and expenses from investing activities.

Construction in progress for the installation of electricity energy production, which is classified under property, plant and equipment, includes the following cost elements in brief:

  • Purchase price after deducting discounts, including import duties and non-refundable taxes,
  • Any costs related to the conditions that the asset will be placed and installed in order to work properly as the management aimed,
  • Costs related to employee benefits arising from the construction or by the direct acquisition of tangible assets,
  • Costs related to the preparation of the place,
  • Costs associated with the first delivery,
  • Setup and installation costs,
  • Professional fees,
  • General and administrative expenses that are directly related to the acquisition or construction of fixed assets,
  • Expropriation costs for the construction of the power plant.

Intangible assets and related amortization

Intangible assets are carried at cost and amortized by using the straight-line method (Note 9).

Estimated useful lives of intangible assets that have a finite useful life are as follows:

Rights-Licenses 5 - 49 years

Intangible assets with estimated useful lives are tested to determine whether there is an indication that the intangible assets may be impaired and if the carrying value of the intangible asset is higher than the recoverable amount, the carrying value of the intangible asset is written down to its recoverable amount provided to allocate provision. The amount recoverable from an intangible asset is either the discounted net cash flows generated from the use of that intangible asset or the net sales value of that intangible asset depending whether the former or the latter being higher. Provision for impairment is recognised under the statement of profit or loss in the related period.

Goodwill

For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

The cash-generating unit, where the goodwill is allocated, is tested for impairment annually. If there is any indication that the unit is impaired, the impairment test is performed more frequently.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Goodwill (Continued)

If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss in the consolidated financial statements. An impairment loss recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Impairment of assets excluding goodwill and intangible assets with infinite useful lives

At each statement of consolidated financial position date, the Group evaluates whether there are any indications that an asset other than goodwill or infinite life intangible assets may be impaired. When an indication of impairment exists, carrying value of the assets is compared with the net realizable value which is the higher of value in use and fair value less costs to sell. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Impairment exists if the carrying value of an asset or a cash generating unit including that asset is greater than its recoverable amount which is the higher of value in use or fair value less costs to sell. Impairment losses are recognized in the statement of profit or loss.

Business Combinations

The acquisition of businesses is accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquire and the equity interests issued by the Group in exchange for control of the acquire. Acquisition-related costs are generally recognised as cost as incurred.

At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value, except that:

  • Deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with TAS 12 Income Taxes and TAS 19 Employee Benefits respectively;
  • Liabilities or equity instruments related to share-based payment arrangements of the acquire or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquire are measured in accordance with TFRS 2 Share-based Payment at the acquisition date;
  • Assets (or disposal groups) that are classified as held for sale in accordance with TFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Business Combinations (Continued)

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after revaluation, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another TAS.

When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.

Measurement period adjustments are adjustments that arise from additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with if it is found to be within the standart of TFRS 9 Financial Instruments: Recognition and Measurement, the mentioned conditional price is measured at its fair value and the gain or loss arising out of the change is recognised under profits, losses or other comprehensive income. Those not covered under the scope of TFRS 9, is recognized in profit or loss as per TAS 37 Provisions or other suitable "TAS".

When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Business Combinations (Continued)

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date (Note 3).

Legal mergers between entities controlled by the Group are not considered within the scope of TFRS 3 "Business Combinations". Therefore, goodwill is not calculated in such mergers. Besides, transactions occurring between the parties in legal mergers are subject to adjustments during the preparation of the consolidated financial statements. In the accounting of share transfers under common control, assets and liabilities subject to business combination are included in the consolidated financial statements with their carrying values. Mergers between entities under common control are recognized by "Pooling of Interests" method. In applying the "Pooling of Interests" method, the consolidated financial statements are adjusted as if the acquisition was performed as of the beginning at the relevant reporting period in which the common control is carried out and they are presented comperatively as of the beginning of the relevant reporting period. As a result of these transactions, no goodwill or negotiable purchase effect is calculated (Note 3). Business combinations under common control are not within the scope of TFRS 3 "Business Combinations" and the Group does not recognize any goodwill with respect to such transactions. If the carrying amount of the acquired net assets on the date of the merger exceeds the transferred value, the difference is considered as the additional capital contributions of the shareholders and reflected to the Share Premiums. On the contrary, when the net transaction consideration exceeds the carrying amount of the net assets of the entity on the date of the transaction, the difference is reflected in "Effects of Mergers of Entities Under Common Control" as an item decreasing the equity.

Leases

If a contract regulates the right to control the use of an asset that is defined in the contract for a certain period and for a specific price, this contract is considered as a lease in its nature or includes a lease transaction. At the beginning of a contract, the Group assesses whether the contract is a lease or include a lease transaction. The Group considers the following conditions when assessing whether or not a contract transfers the right to control the use of a defined asset for a specified period of time:

  • a) The existence of a clearly or implicitly identifiable asset that constitutes the subject of the lease,
  • b) The lessee has the right to obtain almost all of the economic benefits from the use of the defined asset that constitutes the subject of the lease,
  • c) The lessee has the right to manage the use of the defined asset that constitutes the subject of the lease. According to circumstances listed below, the tenant is deemed to have the right to manage the defined asset constituting the subject of the lease;
  • i. The lessee has the right to operate the property for the duration of its use (or to direct others to operate the property in its own way) and the lessor does not have the right to change these operating instructions or
  • ii. Designing the asset (or certain features of the asset) in advance in a manner of how and for what purpose the asset will be used during its occupancy by the lessee.

In case that the contract fulfils these conditions, the Group reflects a right of use asset and a lease liability to the consolidated financial statements at the date of the lease's actual start.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Leases (Continued)

The right of use assets

The right-of-use asset is initially recognized by the cost method and includes the followings:

  • a) The first measurement amount of the lease liability to be recognized as the right of use asset,
  • b) Deduction of all leasing incentives related to the lease, from the first measurement amount of the lease liability recorded as a right of use asset,
  • c) All direct costs, that are related to the lease, incurred by the Group to be added to the first measurement amount of the lease liability, which will be recognized as a right of use asset, and
  • d) Estimated costs to be incurred by the Group shall be added to the initial measurement amount in relation to the dismantling and transporting of the defined asset constituting the subject of the lease, the restoration of the area in which it is placed, or the restoration of the defined asset as required by the terms and conditions of the lease.

In applying the cost method, the Group measures the right of use asset by:

  • a) deducting the accumulated depreciation and accumulated impairment losses and,
  • b) measuring the cost of the lease in accordance with the re-measurement of the lease liability.

The Group applies depreciation provisions in "TAS 16 Property, Plant and Equipment" while depreciating the right of use asset. In order to determine whether the right of use asset has been impaired or not and to recognize any impairment losses the "TAS 36 Impairment of Assets" standard is implemented.

Lease liability

At the effective date of the lease, the Group measures its leasing liability at the present value of the lease payments not realized at that date. If the interest rate on the lease can be easily determined, this rate is used in discount; if the implied interest rate cannot be easily determined, the payments are discounted by using the alternative borrowing interest rate of the lessee.

Lease payments that are included in the measurement of the lease liability of the Group and the payments that have not occurred on the date when the lease is actually started consist of the following:

  • a) Amount deducted from all types of rental incentive receivables from fixed payments,
  • b) Lease payments based on an index or a rate, lease payments made using an index or a rate at the time the initial measurement was actually started,
  • c) The penalty for termination of the lease in cases the lessee shows a sign of it will use an option to terminate the lease.

After the effective date of the lease, the Group measures its lease liability as follows:

  • a) Increasing the book value by reflecting interest on lease liability,
  • b) Reducing the book value by reflecting the lease payments made
  • c) Re-measures the book value to reflect any re-evaluations and reconfigurations, if any. The Group reflects the remeasured amount of the lease obligation to the consolidated financial statements as adjustment in the use of right.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Leases (Continued)

Extension and early termination options

A lease obligation is determined by considering the extension of the contracts and early termination options. Most of the extension and early termination options included in the contracts consist of options that are jointly applicable by the Group and the lessor. However, if such extension and early termination options are at the Group's discretion in accordance with the contract and the use of the options is reasonably certain, the lease term shall be determined by taking this issue into account. If there is a significant change in the conditions, the evaluation is reviewed by the Group.

Facilitative applications

Contracts related to IT equipment leases (mainly printer, laptop, mobile phone, etc.), which are determined by the Group as low value, short-term lease agreements with a period of 12 months and less, have been assessed under the exemption granted by the TFRS 16 "Leases", and payments for these contracts are recognized as an expense in the period in which they are incurred.

Financial assets

Group classified its financial assets in two categories; financial assets carried at amortized cost, financial assets carried at fair value though profit of loss. Classification is performed in accordance with the business model determined based on the purpose of benefits from financial assets and expected cash flows. Management performs the classification of financial assets at the acquisition date.

(a) Financial assets carried at amortized cost

Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest, whose payments are fixed or predetermined, which are not actively traded and which are not derivative instruments are measured at amortized cost. They are included in current assets, except for maturities more than 12 months after the balance sheet date. Those with maturities more than 12 months are classified as non-current assets. The Group's financial assets carried at amortized cost comprise "trade receivables", "other receivables" and "cash and cash equivalents" in the statement of financial position.

Impairment

Group has applied simplified approach and used impairment matrix for the calculation of impairment on its receivables carried at amortized cost, since they do not comprise of any significant finance component. In accordance with this method, if any provision is not provided to the trade receivables as a result of a specific event, Group measures expected credit loss from these receivables by the life-time expected credit loss. The calculation of expected credit loss is performed based on the past experience of the Group and its expectation based on the macroeconomic indications.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Financial assets (Continued)

(b) Financial assets carried at fair value

Assets that are held by the management for collection of contractual cash flows and for selling the financial assets are measured at their fair value. If the management do not plan to dispose these assets in 12 months after the statement of financial position, they are classified as non-current assets. Group makes a choice that cannot be changed later for the equity instruments during the initial recognition and elect profit or loss or other comprehensive income for the presentation of fair value gain and loss.

Financial assets at fair value through profit or loss consist of "derivative instruments" in statement of financial position. Derivative instruments are recognised as asset if their fair value is positive and as liability if their fair value is negative. Group's derivative instruments consist of transactions concerning cross currency and interest swap. Financial assets that are measured by their fair value and associated with the profit or loss statement are initially reflected on the statement of financial position with their costs including the transaction cost. These financial assets are valued based on their fair value after they are recognised. Realised or unrealised profit and losses are recognised under "financing income/(expense)". Financial assets including the derivative products not determined as hedging instruments are classified as financial assets whose fair value difference is reflected as profit or loss (Note 15).

(c) Financial assets carried at value through other comprehensive income

Financial assets carried at fair value through other comprehensive income comprise of "financial assets" in the statement of financial position. In addition, trade receivables collected from factoring companies due to without recourse factoring activities are classified as financial assets carried at fair value through other comprehensive income since the collection risk of these receivables are transferred to the factoring companies and management's business plan for them is "hold to sell". When the financial assets carried at fair value through other comprehensive income are sold, fair value gain or loss classified in other comprehensive income is classified to retained earnings.

Derivative financial instruments and hedge accounting

Derivative financial instruments are comprised of cross currency and interest swap agreements. Derivative financial instruments are subsequently remeasured at their fair value. Fair values of derivative financial instruments are obtained from quoted market prices or discounted cash flow models as appropriate. Based on positive or negative fair value, derivative financial instruments are carried as assets or liabilities in the statement of financial position respectively (Note 15).

In the case of future cash flows being subject to cash flow hedges and related transactions being effective, the effective portion of changes in the fair value of derivatives that are designated and qualified as cash flow hedges is recognized in equity directly whereas the ineffective portion is recognized immediately in the statement of profit or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Derivative financial instruments and hedge accounting (Continued)

If the cash flow hedge of a firm commitment or an expected forward transaction result in the recognition of an asset or liability, at the initial recognition of this asset or liability the gain or loss previously recognized under equity related to derivatives is included in the measurement of the initial amount of the asset or liability. In a hedge accounting that does not result in the recognition of an asset or a liability, the amounts previously recognized under equity are transferred to statement of profit or loss in the period in which the hedged item has an effect on profit or loss. The changes in the fair value of derivatives that do not meet the criteria for hedge accounting are recognized in the statement of profit or loss.

The Group utilizes foreign exchange derivatives to protect future significant transactions and cash flows from financial risk. Group has signed various forward exchange contracts regarding the management of fluctuations in exchange rates and fuel prices. The derivative instruments purchased are mainly denominated in foreign currencies in which the Group operates.

If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously recognized in equity remains in equity until the forecast transaction or firm commitment affects profit or loss. If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or losses previously recognized in equity are transferred to the statement of profit or loss.

Financial borrowings and borrowing costs

Borrowings are recognized initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost using the effective interest method. Any difference between proceeds, net of transaction costs, and the redemption value is recognized in the profit or loss as finance expense over the period of the borrowings. The borrowing costs which are directly related with the acquisition, manufacturing or production of a specialty good (means that a long period of time is required to make available for sale and use as purposed) are capitalized as a part of the related asset (Note 5).

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. If trade payable is less than or equal to 1 year (or if it is longer as long as it is in the Group's normal operational cycle), these payables are classified as short-term payables, Otherwise, these are classified as long-term payables (Note 6).

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Share capital and dividends

Ordinary shares are classified as equity. Dividend income is recognized by the Group as income when the right to receive the dividend arises in the consolidated financial statements. Dividend distribution to the Group's shareholders is recognized as a liability in the Group's consolidated financial statements in the period in which the dividends are approved by the Ordinary General Assembly (Note 16).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Taxation

Taxation on income includes current period income taxes and deferred taxes. Current year tax liability consists of tax liability on period income calculated according to currently enacted tax rates and tax legislation in force as of statement of financial position date and includes adjustments related to the previous year's tax liabilities. Turkish tax legislation does not allow the parent company to file a tax return over the consolidated financial statements of its subsidiaries. Therefore, provisions for taxes, as reflected in these consolidated financial statements, have been calculated separately for all companies included in the scope of consolidation.

Deferred income tax is provided, using the liability method, on temporary differences arising between the statutory tax bases of assets and liabilities and their carrying values for financial reporting purposes. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the statement of financial position date.

Deferred tax liabilities are recognized for all taxable temporary differences, where deferred tax assets resulting from deductible temporary differences are recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary difference can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities (Note 23).

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they are related to income taxes levied by the same taxation authority.

Current and deferred tax

Tax is included in the statement of profit or loss, unless it is related to an operation that is accounted directly under equity. Otherwise, tax is accounted under equity as well as the related transaction (Note 23).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Employment termination benefits

The provision for employment termination benefit represents the present value of the estimated total reserves of the future probable liability of the Group arising from the retirement of the employees measured in accordance with the Turkish Labour and Press Labour Laws (Note 12).

According to the amendment in TAS 19, the Group calculated employment benefit in accordance with the report prepared by the actuarial firm and recognised all actuarial loss and gains in the other comprehensive statement of profit or loss as of the statement of financial position date.

Provisions, contingent assets and liabilities

Provisions are recognized when the Group has a present legal or constructive obligation or a result of past events, it is probable that on outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

Contingent liabilities are assessed continually to determine whether an outflow of resources comprising economic benefits has become probable. If it becomes probable that an outflow of future economic benefits will be required for an item previously treated as a contingent liability, a provision is recognized in the financial statements of the period in which the change in probability occurs except in the extremely rare circumstances where no reliable estimate can be made.

If it has become virtually certain that an inflow of economic benefits will arise, the asset and the related income are recognised by the Group in the consolidated financial statements of the period in which the change occurs.

Possible assets or obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group are not included in financial tables and are treated as contingent assets or liabilities. A contingent asset is disclosed where an inflow of economic benefit is probable.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably (Note 11).

Revenue recognition

The Group earns electricity sales income by generating electricity with solar and wind power plants and selling it. Since electricity is a service provided in a series that the client receives and consumes simultaneously, it is recognised as one performance obligation, point of time and through the output method (Note 17).

When the Group meets its performance obligation by transferring a product or service that it previously committed to, the revenue is recognised in consolidated financial statements. When the customer takes control of an asset, the asset is deemed to have been transferred.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Revenue recognition (Continued)

The Group recognises revenue based on the following five principles:

  • Identification of customer contracts,
  • Identification of performance obligations,
  • Determination of the transaction price in the contracts,
  • Allocation of transaction price to the performance obligations,
  • Recognition of revenue when the performance obligations are satisfied.

If all the below-mentioned conditions are met, Group recognises an agreement made with the client as revenue:

  • Parties to the agreement approved the agreement (in writing, orally or in other means in line with commercial practices) and committed to meet their respective obligations,
  • Group can define the rights of each party concerning the goods or services to be transferred,
  • Group can define payment conditions concerning the goods or services to be transferred,
  • The agreement is commercial in essence.
  • It is possible that the Group will collect money in return for goods and services to be transferred to the client.

When determining whether the money can be collected, Group only considers its client's ability and intention to pay the money in time. At the beginning of the agreement, Group evaluates the goods or services committed to the client in the agreement and defines each commitment to transfer goods or services as performance obligation.

At the beginning of the agreement, Group evaluates the goods or services committed to the client in the agreement and defines each commitment to transfer goods or services as performance obligation as follows:

  • a) Different goods or service (goods or service packages) or
  • b) A group of different goods or services which are similar in a great extent and transferred to the client with the same method.

A group of different goods or services are subject to the same transfer method if the below conditions are met:

  • a) Each different product or service that the Group committed to transfer to the client must meet required conditions and constitute a performance obligation to be met in time and
  • b) As per the relevant paragraph of the standard, using the same method to measure the progress of the Group in meeting its obligation to transfer each product or service included in the group to the client.

The Group signed a Balancing Group agreement to manage imbalances arising in the electricity market operated by EPİAŞ. Should a positive or negative imbalance arise in the production estimates entered in the system the day before the electricity delivery date, the entity managing the Balancing Group can purchase and sell on behalf of the Group in the intraday market (IDP). As a result of these transactions, invoices for income or expense of IDP transactions reflected to the Group by EPİAŞ according to the monthly Settlement results are then directly reflected to the entity managing the balancing group.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Revenue recognition (Continued)

Because the entity managing the Balancing Group bears all other imbalance costs on the system, there is no other imbalance cost. IDP amounts coming from EPİAŞ are recognised as expense as a result of the Settlement reflected by the Group to the entity managing the Balancing Group, and for IDP receivable amounts are recognised as income since the Group is invoiced by the entity managing the Balancing Group. Such income and expense transactions are offset in these financial statements.

Related Parties

A related party is a person or entity that is related to the entity that is preparing its consolidated financial statements.

  • (a) A person or a close member of that person's family is related to a reporting entity if that person,
  • i. has control or joint control over the reporting entity,
  • ii. has significant influence over the reporting entity; or,
  • iii. is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.
  • (b) An entity is related to a reporting entity if any of the following conditions applies:
  • i. The entity and the reporting entity are members of the same company (which means that each parent, subsidiary and fellow subsidiary is related to the others),
  • ii. One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member),
  • iii. Both entities are joint ventures of the same third party,
  • iv. One entity is a joint venture of a third party and the other entity is an associate of the third entity,
  • v. The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity related to the reporting entity, If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity,
  • vi. The entity is controlled or jointly controlled by a person identified in (a),
  • vii. (a) person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

A related party transaction is a transfer of resources, services or obligations between a reporting entity and a related party, regardless of whether a price is charged.

Under the guidance of the explanations mentioned above and also in compliance with TAS 24, Group directly or indirectly has participation, including any entities under common control; real persons and/or legal entities that have direct or indirect individual or joint control over the company and their close family members (relatives up to second-degree) and legal entities having direct or indirect individual or joint control by them and legal entities having significant effect over the Group or their key management personnel: Group's subsidiaries and members of the Board of Directors, key management personnel and their close family members (relatives up to second-degree) and real persons and/or legal entities that are directly or indirectly controlled individually or jointly (Note 24).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Statement of cash flows

In the statement of cash flows, cash flows during the period are classified under operating, investing or financing activities.

The cash flows raised from operating activities indicate cash flows due to the Group's activities.

The cash flows due to investing activities indicate the Group cash flows that are used for and obtained from investments (investments in property, plant and equipment and financial investments).

The cash flows due to financing activities indicate the cash obtained from financial arrangements and used in their repayment.

Cash and cash equivalents include cash and bank deposits and the investments that are readily convertible into cash and highly liquid with three months or less to maturity.

Earnings/(loss) per share

Earnings/(loss) per share is determined by dividing net income/(loss) by the weighted average number of shares that have been outstanding during the period concerned.

In Turkey, companies can increase their issued capital by making a pro-rata distribution of shares ("bonus shares") to existing shareholders from retained earnings. For the purpose of earnings per share computations, such bonus share issuances are regarded as issued shares for all of the periods presented in the consolidated financial statements (Note 26).

Segment reporting

The information used by group management to evaluate performance and allocate resources belongs to the "energy production" section in Turkey, which operates in a single line of work. Therefore, no segment reporting footnote is presented.

Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, under finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis under other income or other expenses.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are recognised under other comprehensive income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.8 Summary of significant accounting policies (Continued)

Events after the reporting period

The Group adjusts the amounts recognised in the consolidated financial statements to reflect the adjusting events after the balance sheet date. If non-adjusting events after the balance sheet date have material influences on the economic decisions of users of the financial statements, they are disclosed in the notes to the consolidated financial statements (Note 28).

2.1.9 Critical Accounting Estimates, Assumptions and Decisions

The evaluation, expectation and estimation of accounting are made by considering past experience, other factors and reasonable expectations for situations in the future. These expectations and estimations may vary even if management made their estimation using their best knowledge. Estimations which can affect assets and liabilities in the next financial reporting period stated below.

a) Useful lives of tangible and intangible fixed assets

Estimated useful lives of tangible and intangible fixed assets are related to the judgement based on experience with similar assets. Future financial benefits derived from assets are essentially the benefits gained from use. However, other factors, such as technical or commercial impairment and wear and tear, generally reduce the financial benefits of assets. Management evaluates the remaining useful lives of the assets based on the current technical status of the assets and the estimated period when the assets will bring benefits to the Group. The following key factors are taken into account: (a) estimated period of use of the assets, (b) estimated physical wear and tear based on operational factors and the maintenance schedule, (c) technical or commercial impairment due to changes in market conditions.

b) Deferred Tax

The Group recognises deferred tax assets and liabilities because of the differences between taxable financial statements and financial statements prepared as per TFRSs published by POA. Deferred tax assets which are partially or wholly recoverable were projected under the current conditions. In the assessment, future profit projections, expire dates of unused tax losses and other tax assets and approaches to be implemented as per tax legislation were considered.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 3 – GOODWILL

31
December
2024
31 December 2023
Goodwill 189,223,495 189,223,495
189,223,495 189,223,495
Movement of goodwill is as follows:
2024 2023
1 January 189,223,495 189,223,495
Addition during the year - -
31
December
189,223,495 189,223,495

NOTE 4 - CASH AND CASH EQUIVALENTS

31
December
2024
31 December 2023
Banks (*) 1,318,405,113 95,293,910
-
Demand deposits
471,843 5,578,862
-
Time deposits (less than 3 months)
1,317,933,270 89,715,048
1,318,405,113 95,293,910

(*) As of 31 December 2024, the Group's overnight time deposits are 50% in TRL, 2% in USD and 1% in EUR (effective interest rate in EUR as of 31 December 2023 is 1%, effective interest rate in USD as of 31 December 2023 is 1%) and their maturities are less than 3 months. The Group has no blocked deposits as of 31 December 2024 (31 December 2023: None).

Cash and cash equivalents included in the cash flow statements in 31 December 2024 and 31 December 2023 are as follows:

31
December
2024
31 December 2023
Cash and cash equivalents 1,318,405,113 95,293,910
Interest accruals(-) (8,817,992) (92,255)
Total 1,309,587,121 95,201,655

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 5 - SHORT AND LONG-TERM BORROWINGS

The summary on short and long-term bank borrowings is as follows:

Short-term borrowings: 31
December
2024
31 December 2023
Short-term bank borrowings
from third parties
425,905,666 -
425,905,666 -
Short-term portion of
long-term borrowings: 31
December
2024
31 December 2023
Short-term portion of long-term bank borrowings
from third parties 131,973,935 169,229,075
Lease
liabilities from
third parties 4,053,889 997,587
Lease liabilities
from related parties 206,060 297,507
136,233,884 170,524,169
Long-term borrowings: 31 December 2024 31 December 2023
Long-term bank borrowings
from third parties 1,642,967,904 897,058,266
Lease liabilities from
third parties 86,137,940 48,713,032
Lease liabilities
from related parties 297,746 429,882
1,729,403,590 946,201,180

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 5 - SHORT AND LONG-TERM BORROWINGS (Continued)

a) Bank borrowings

Details of the bank borrowings as of 31 December 2024 and 31 December 2023 are as follows:

31 December 2024
Original
currency
TRY
12,050,365
425,905,666
3,522,180
129,624,668
66,469
2,349,267
15,831,954
582,653,904
30,000,000
1,060,314,000

Total bank borrowings 2,200,847,505

31 December 2023
Interest
rate
per annum (%) currency TRY
Short-term portion of long-term
bank borrowings:
-
EUR denominated bank borrowings
Libor+0.65 -
0.80
3,591,865 169,229,075
Long term bank borrowings:
-
EUR denominated bank borrowings
Libor+0.65 -
0.80
19,039,943 897,058,266

Total bank borrowings 1,066,287,341

The redemption schedule of long-term bank borrowings as of 31 December 2024 and 31 December 2023 is as follows:

31 December 2024 31 December 2023
In 2 years 330,124,476 151,142,926
In 3 years 330,124,476 151,142,926
In 4 years 330,124,476 151,142,926
More than 5 years 652,594,476 443,629,488
1,642,967,904 897,058,266

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 5 - SHORT AND LONG-TERM BORROWINGS (Continued)

a) Bank borrowings (Continued)

As of 31 December 2024 and 31 December 2023, the Group's financial liabilities with floating interest rates is as follows:

31 December 2024 31 December 2023
Financial borrowings with fixed
rates
425,905,666 -
Financial borrowings with floating rates 1,774,941,839 1,066,287,341
2,200,847,505 1,066,287,341

The Group have a financial commitment to comply with in its loan agreements. In accordance with the bank loan agreement, the measurement date of financial ratios is 31 December 2024.

As of 31 December 2024, the remaining credit limit of the Group in banks is TRY 7,020,138,763 (31 December 2023: TRY 6,006,943,766).

Commitments related to financial liabilities are presented in Note 11.

The movement of the financial borrowings as of 31 December 2024 and 2023 is as follows:

2024 2023
1 January 1,066,287,341 1,216,650,061
Additions 1,878,185,400 -
Payments (566,543,253) (138,604,669)
Interest accruals 34,055,925 34,086,377
Unrealized exchange rate difference 116,614,723 432,425,763
Monetary Gain/(Loss) (327,752,631) (478,270,191)
31
December
2,200,847,505 1,066,287,341

The reconciliation of the net financial borrowings as of 31 December 2024 and 31 December 2023 are as follows:

31
December
2024
31 December 2023
Cash and cash equivalents (Note 4) 1,318,405,113 95,293,910
Short-term borrowings (557,879,601) (169,229,075)
Long-term borrowings (1,642,967,904) (897,058,266)
Short-term lease liabilities (4,259,949) (1,295,094)
Long-term lease liabilities (86,435,686) (49,142,914)
Net financial (liability)/assets (973,138,027) (1,021,431,439)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 5 - SHORT AND LONG-TERM BORROWINGS (Continued)

a) Bank borrowings (Continued)

Long Cash and Net
and short-term
borrowings
Lease
liabilities
cash
equivalent
financial
(asset)/liabilities
1 January 2024 1,066,287,341 50,438,008 (95,293,911) 1,021,431,438
Cash flow effect 1,311,642,147 42,530,175 (1,249,671,574) 104,500,748
Foreign currency adjustment 116,614,723 - (19,097,130) 97,517,593
Interest accruals 34,055,924 14,019,412 (8,725,737) 39,349,599
Monetary Gain/(Loss) (327,752,630) (16,291,960) 54,383,239 (289,661,351)
31
December
2024
2,200,847,505 90,695,635 (1,318,405,113) 973,138,027
Long Cash and Net
and short-term Lease cash financial
Borrowings liabilities equivalent (asset)/liabilities
1 January 2023 1,216,650,061 37,005,106 (1,567,930,096) (314,274,929)
Cash flow effect (138,604,669) 31,102,159 2,731,685,924 2,624,183,414
Foreign currency adjustment 432,425,763 - (421,929,745) 10,496,018
Interest accruals 34,086,377 3,101,317 8,902,201 46,089,895
Monetary Gain/(Loss) (478,270,191) (20,770,574) (846,022,194) (1,345,062,959)

Lease liabilities

Details of the lease liabilities as of 31 December 2024 and 31 December 2023 are as follows:

31 December
2024
Interest rate
per annum (%)
Original
Currency
TRY
Short-term portion of long-term lease liabilities:
TRY denominated lease borrowings
from third parties 18.79 – 22.55 4,053,889 4,053,889
TRY denominated lease liabilities
from related parties 18.00 206,060 206,060
Total short-term portion of long-term
lease liabilities:
4,259,949
Long-term lease liabilities:
TRY denominated lease liabilities
from third parties 18.79 – 22.55 86,137,940 86,137,940
TRY denominated lease liabilities
from related parties 18.00 297,746 297,746
Total long-term lease liabilities 86,435,686
Total lease liabilities 90,695,635

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 5 - SHORT AND LONG-TERM BORROWINGS (Continued)

b) Lease liabilities (Continued)

31 December 2023
Interest rate
per annum (%)
Original
Currency
TRY
Short-term portion of long-term lease liabilities:
TRY denominated lease liabilities
from third parties
TRY denominated lease liabilities
18.79 – 22.55 997,587 997,587
from related parties 18.00 297,507 297,507
Total short-term portion of long-term
lease liabilities:
1,295,094
Long-term lease liabilities:
TRY denominated lease liabilities
from third parties 18.79 – 22.55 48,713,032 48,713,032
TRY denominated lease liabilities
from related parties
18.00 429,882 429,882
Total long-term lease liabilities 49,142,914
Total lease liabilities 50,438,008

The movement of the lease liabilities as of 31 December 2024 and 2023 are as follows:

2024 2023
1 January 50,438,008 37,005,106
Additions 63,962,543 41,536,769
Payments (21,432,368) (10,292,556)
Interest expense 14,019,412 3,101,317
Early termination - (142,054)
Monetary Gain/(Loss) (16,291,960) (20,770,574)
31
December
90,695,635 50,438,008

NOTE 6 - TRADE RECEIVABLES AND PAYABLES

Short-term trade receivables

31
December
2024
31 December 2022
Trade receivables from third parties 219.972.903 199.683.273
Trade receivables from related party - 5.004
219.972.903 199.688.277

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 6 - TRADE RECEIVABLES AND PAYABLES (Continued)

Short-term trade payables

31
December
2024
31 December 2023
Trade payables to third parties 4,780,325 1,537,531
Trade payables to related party 133,645,571 100,011,751
138,425,896 101,549,282

The average maturity of trade payables is 26 days as of 31 December 2024 (31 December 2023: 26).

NOTE 7 - OTHER RECEIVABLES AND PAYABLES

Other short-term payables to third parties

31
December
2024
31 December 2023
Taxes and funds payable 44,363,676 22,164,841
Deposits and guarantees received - 996,460
Other short-term payables(*) 796,062 208,146,707
45,159,738 231,308,008

(*) It includes the expense accruals allocated for the amount that has been finalized but not yet invoiced as of December 31, 2023, within the scope of the capacity increase of our wind energy power plant completed by our Company in Bursa Province, Nilüfer District, Korubasi Neighbourhood.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 8 - PROPERTY, PLANT AND EQUIPMENT

Movements of the property, plant and equipment for the periods ended 31 December 2024 and 2023 are as follows:

1 January 2024 Additions Transfers Disposals 31 December 2024
Cost
Land and land improvements 188,063,528 3,465,092 - - 191,528,620
Buildings 73,587,619 152,001 4,497,266 - 78,236,886
Wind turbines, transformer
and switchyard 9,280,041,465 989,882 235,413,154 - 9,516,444,501
Motor vehicles 4,689,386 33,747,925 - - 38,437,311
Furniture and fixtures 198,344,260 5,522,928 - - 203,867,188
Construction in progress (*) 1,145,486,996 1,950,445,027 (240,213,812) - 2,855,718,211
Special costs 27,226,957 - 303,392 - 27,530,349
Total cost 10,917,440,211 1,994,322,855 - - 12,911,763,066
Accumulated depreciation
Land and land improvements (52,160,679) (11,934,729) - - (64,095,408)
Buildings (14,887,432) (1,511,663) - - (16,399,095)
Wind turbines, transformer
and switchyard (3,332,304,317) (478,575,111) - - (3,810,879,428)
Motor vehicles (3,857,499) (4,627,255) - - (8,484,754)
Furniture and fixtures (82,821,154) (11,005,617) - - (93,826,771)
Special costs (1,755,916) (631,549) - - (2,387,465)
Total accumulated depreciation (3,487,786,997) (508,285,924) - - (3,996,072,921)

Net book value 7,429,653,214 8,915,690,145 (*) "Taşpınar Combined Renewable Electricity Generation Facility (Auxiliary Source Solar Power Plant Addition) Project", which is being built by our company in Bursa Province, Nilüfer District, Korubaşı Neighborhood, and investments as part of the capacity expansion of our wind power plant in Mersin Province, Mut District, Özlü and Gezende Neighborhood.

As of 31 December 2024, there are no capitalized borrowing costs in property, plant and equipment (31 December 2023: None). As of December 31, 2024, there were no mortgages on property, plant and equipment (December 31, 2023: None). The Group has no property, plant and equipment acquired through finance leases.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 8 - PROPERTY, PLANT AND EQUIPMENT (Continued)

1 January 2023 Additions Transfers Disposals 31 December 2023
Cost
Land and land improvements 173,583,067 3,983,493 10,496,969 - 188,063,529
Buildings 73,587,618 - - - 73,587,618
Wind turbines, transformer
and switchyard 8,336,470,408 - 943,571,057 - 9,280,041,465
Motor vehicles 4,593,621 95,765 - - 4,689,386
Furniture and fixtures 194,901,238 3,551,832 - (108,810) 198,344,260
Construction in progress 216,352,301 1,892,349,477 (963,214,783) - 1,145,486,995
Special costs 26,994,813 37,151 194,993 - 27,226,957
Other fixed assets 14,973 - - - 14,973
Total cost 9,026,498,039 1,900,017,718 (8,951,764) (108,810) 10,917,455,183
Accumulated depreciation
Land and land improvements (41,171,661) (10,989,019) - - (52,160,680)
Buildings (13,406,003) (1,481,428) - - (14,887,431)
Wind turbines, transformer
and switchyard (2,908,745,810) (423,558,507) - - (3,332,304,317)
Motor vehicles (3,163,715) (693,784) - - (3,857,499)
Furniture and fixtures (68,922,016) (13,950,192) - 51,054 (82,821,154)
Special costs (1,138,378) (617,538) - - (1,755,916)
Other fixed assets (14,972) - - - (14,972)
Total accumulated depreciation (3,036,562,555) (451,290,468) - 51,054 (3,487,801,969)
Net book value 5,989,935,484 7,429,653,214

NOTE 9 - INTANGIBLE ASSETS

Movements of the intangible assets for the periods ended 31 December 2024 and 2023 are as follows:

1 January 2024 Additions Transfers Disposals 31 December 2024
Cost
Rights (*) 35,272,085 238,697 - - 35,510,782
Licenses 4,781,640,802 112,713,161 - - 4,894,353,963
Total cost 4,816,912,887 112,951,858 - - 4,929,864,745
Accumulated amortization
Rights (7,209,436) (3,174,638) - - (10,384,074)
Licenses (1,169,138,045) (100,263,066) - - (1,269,401,111)
Total accumulated amortization (1,176,347,481) (103,437,704) - - (1,279,785,185)
Net book value 3,640,565,406 3,650,079,560

(*) As of 31 December 2024, there are 1,282,969 tons of carbon credit sales rights. (31 December 2023: 557,961 tons)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 9 - INTANGIBLE ASSETS (Continued)

1 January 2023 Additions Transfers Disposals 31 December 2023
Cost
Rights 27,845,727 - 8,951,764 (1,525,406) 35,272,085
Licenses 4,781,617,196 23,605 - - 4,781,640,801
Total cost 4,809,462,923 23,605 8,951,764 (1,525,406) 4,816,912,886
Accumulated amortization
Rights (6,464,546) (871,382) - 126,493 (7,209,435)
Licenses (1,066,945,568) (102,192,477) - - (1,169,138,045)
Total accumulated amortization (1,073,410,114) (103,063,859) - 126,493 (1,176,347,480)
Net book value 3,736,052,809 3,640,565,406

NOTE 10 - RIGHT OF USE ASSETS

1 January 2024 Additions Disposals 31 December 2024
Cost:
Land 111,291,670 46,208,301 - 157,499,971
Motor vehicles 2,371,937 5,739,041 - 8,110,978
Offices 12,078,364 1,121,243 - 13,199,607
125,741,971 53,068,585 - 178,810,556
Accumulated amortization:
Land (13,109,744) (5,198,975) - (18,308,719)
Motor vehicles (2,371,937) (3,307,550) - (5,679,487)
Offices (4,072,326) (674,369) - (4,746,695)
(19,554,007) (9,180,894) - (28,734,901)
Net book value 106,187,964 150,075,655
1 January 2023 Additions Disposals 31 December 2023
Cost:
Land 73,331,857 37,959,813 - 111,291,670
Motor vehicles 2,371,937 - - 2,371,937
Offices 12,078,364 - - 12,078,364
87,782,158 37,959,813 - 125,741,971
Accumulated amortization:
Land (8,146,259) (4,963,485) - (13,109,744)
Motor vehicles (2,371,937) - - (2,371,937)
Offices (2,612,336) (1,459,990) - (4,072,326)
(13,130,532) (6,423,475) - (19,554,007)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTES 11 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

a) Other short-term provisions:

31
December
2024
31 December 2023
Provision for lawsuit 576,138 1,366,187
576,138 1,366,187

a) Conditional Liabilities, Guarantee, Pledge, Mortgage, Bail and other

Collateral, Pledge and Mortgage ("CPM") positions as of 31 December 2024 and 31 December 2023 are presented below:

31 December 2024 TRY equivalent TRY EUR
A. GPM's given for companies own legal personality
- Guarantee (1) 311,959,362 90,034,359 6,039,943
- Pledge - - -
- Mortgage - - -
B. GPM's given on behalf of fully consolidated companies - - -
C. GPM's given for continuation of its economic activities on
behalf of third parties - - -
D. Total amount of other GPM's
i, Total amount of GPM's given on behalf of the majority shareholder - - -
ii, Total amount of GPM's given to on behalf of other group companies
which are not companies which are not in scope of B and C - - -
iii, Total amount of GPM's given on behalf of third parties
which are not in scope of C - - -
Total 311,959,362 90,034,359 6,039,943
31 December 2023 TRY equivalent TRY EUR
A. GPM's given for companies own legal personality
- Guarantee (1) 473,703,618 132,834,897 7,247,931
- Pledge - - -
- Mortgage - - -
B. GPM's given on behalf of fully consolidated companies - - -
C. GPM's given for continuation of its economic activities on
behalf of third parties - - -
D. Total amount of other GPM's
i, Total amount of GPM's given on behalf of the majority shareholder - - -
ii, Total amount of GPM's given to on behalf of other group companies
which are not companies which are not in scope of B and C - - -
iii, Total amount of GPM's given on behalf of third parties
which are not in scope of C - - -

Total 473,703,618 132,834,897 7,247,931

(1) Represents the guarantee letters provided. The Group provided guarantee letters to the Energy Market Regulation Authority and financial institutions.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTES 11 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (Continued)

a) Conditional Liabilities, Guarantee, Pledge, Mortgage, Bail and other (Continued)

The details of these guarantee letters are as follows:

31 December 2024 31 December 2023
Original TRY Original TRY
currency equivalent currency equivalent
Letter of guarantees - TRY 90,034,359 90,034,359 132,834,897 132,834,897
Letter of guarantees - EUR 6,039,943 221,925,003 7,247,931 340,868,721
Total 311,959,362 473,703,618

b) Letters of guarantee and collateral bills received

The letters of guarantee and collateral bills received consist of guarantee letters received from the responsible entity for imbalance and subcontractors related to Taşpınar WPP. The details of the Group's letters of guarantee and collateral bills are as follows:

31 December 2024 31 December 2023
Original
TRY
Original TRY
currency equivalent currency equivalent
Guarantee letter – TRY 317,416,380 317,416,380 504,198,430 504,198,430
Guaranteed bill - TRY 10,000 10,000 14,438 14,438
Total 317,426,380 504,212,868

NOTES 12 - PROVISION FOR EMPLOYMENT BENEFITS

Short-term provision for employee benefits:

31
December
2024
31 December 2023
11,751,212 8,120,152
11,751,212 8,120,152

The movements of the provisions for the unused vacations is as follows:

2024 2023
1 January 2024 8,120,152 4,651,743
Period cost 6,127,012 5,297,029
Monetary Gain/(Loss) (2,495,952) (1,828,620)
31
December
11,751,212 8,120,152

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTES 12 - PROVISION FOR EMPLOYMENT BENEFITS (Continued)

Long-term provision for employee benefits:

31
December 2024
31 December 2023
Provisions for employment termination benefits 11,791,980 13,388,124
11,791,980 13,388,124

Except for the following legal obligations of the Group in Turkey. The Group does not have any pension commitments.

Under the Turkish Labour Law, the Group is required to pay termination benefits to each employee who has completed one year of service and whose employment is terminated without due cause, or who is called up for military service, dies and achieves the retirement age. As of 31 December 2024, the maximum amount payable equivalent to one month of salary is TRY 46,655.43 (31 December 2023: TRY 35,058.58) for each year of service. The retirement pay provision ceiling TRY 46,655.43 which is effective from 1 January 2025, is taken into consideration in the calculation of provision for employment termination benefits (31 December 2023: 1 January 2024: TRY 35,058.58.

Provision for employment termination benefits is calculated by estimating the present value of the future probable obligation arising from the retirement of the employees of the Group.

The standard TAS 19 "Employee Benefits" envisages the development of actuarial valuation methods in order to estimate the provision of severance pay. Accordingly, the following actuary estimations were used in the calculation of the provision.

The main assumption is that the maximum liability amount for each year of service will increase in parallel with inflation. Therefore, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. Therefore, in the accompanying financial statements as of 31 December 2024, the provisions are calculated by estimating the present value of the future probable obligation arising from the retirement of the employees.

Discount rate applied as 28% (1) (31 December 2023: 25%), inflation rate is applied as 6% (31 December 2023: 6%) and increase in wages applied as 24.25% (31 December 2023: 22%) in the calculation (2) .

Age of retirement is based on considering the Group's historical average age of retirement;

  • (1) The Turkish government bond market lacks depth and yield volatility is quite high. Therefore, the discount rate and salary increase rate determined by the company were used in the actuarial valuation. It was checked whether the financial assumptions to be used are consistent with the yields on government bonds and treasury bills with maturities of 10 years or more.
  • (2) Calculation of employee termination benefits are determined by considering the 2024 inflation rate reports of the Central Bank of Republic of Turkey.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTES 12 - PROVISION FOR EMPLOYMENT BENEFITS (Continued)

Long-term provision for employee benefits: (Continued)

The movement of provision for employment termination benefits within the period is as follows:

2024 2023
1 January 2024 13,388,124 9,701,059
Service cost 694,540 996,297
Interest cost 2,240,807 680,353
Severance payment (-) (844,747) (1,450,136)
Actuarial loss/(gain) 428,461 7,274,077
Monetary Gain/(Loss) (4,115,205) (3,813,526)
31 December 11,791,980 13,388,124

Payables related to employee benefits:

31 December 2024 31 December 2023
Social security premiums payable 2,687,818 1,807,150
Payables to personnel 18,873,580 11,788,827
21,561,398 13,595,977

NOTES 13 - PREPAID EXPENSES

Short-term prepaid expenses

31
December
2024
31 December 2023
Prepaid
expenses (**)
42,028,082 38,385,477
Advances given 2,134,834 2,510,568
44,162,916 40,896,045

Long-term prepaid expenses

31
December
2024
31 December 2023
Advances given (*) 98,371,462 1,129,658,903
Prepaid expenses (**) 94,273,745 101,771,288
192,645,207 1,231,430,191

(*) As of December 31, 2024, this includes advance payments made for the capacity expansion of our wind power plant in the Özlü and Gezende districts of the Mut district in the province of Mersin and Hybrid Solar Power Plant project of our Taşpınar Wind Power Plant located in Nilüfer District of Bursa Province.

(**) The corresponding balances of TRY 10,942,098 in short-term prepaid expenses and TRY 56,269,363 in long-term prepaid expenses consist of prepaid insurance for the new EUR 20,000,000 10-year loan raised from foreign sources in 2021.

NOTE 14 - OTHER ASSETS

Other current assets

31 December 2024 31 December 2023
VAT Receivables 27,562,542 -
Job advances 157,954 247,095
Other 30,309 490,341
27,750,805 737,436

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 15 - DERIVATIVE FINANCIAL INSTRUMENTS

31 December
2024
31 December 2023
Notional
Amount
Currency Fair value
asset
Notional
amount
Currency Fair value
asset
Cross currency and interest swap (*) 222,284,380 TRY 92,737,097 340,868,721 TRY 154,549,603
92,737,097 154,549,603

(*) The Group has used derivative instruments for some of its loans in other currencies in order to avoid financial risk as it earns USD indexed income within the scope of YEKDEM. The Group has a cross currency and interest swap transaction with a maturity date of 31 July 2029 in return for the loan with a nominal amount of EUR 6,039,943 (TRY 222,284,380) with equal principal repayment every 6 months.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 16 - EQUITY

Paid Capital:

The ultimate shareholder of the Group is Doğan Family. The shareholders of the Group and the historical values of shares in equity at 31 December 2024 and 31 December 2023 are as follows:

Shareholder Share (%) 31 December 2024 Share (%) 31 December 2023
Doğan Şirketler Grubu Holding A.Ş. 70.00 378,000,000 70.00 378,000,000
Publicly traded on Borsa İstanbul (1) 30.00 162,000,000 30.00 162,000,000
Nominal equity (2) 100 540,000,000 100 540,000,000

(1) In accordance with the "CMB" Resolution No: 31/1059 issued on 30 October 2014 and 21/655 issued on 23 July 2010, it is regarded that 161,777,184 shares corresponding to 29.95% of Galata Wind's capital are outstanding as of 25 February 2025 based on the Central Security Depository's ("CSD") records,

The Group's authorized share capital consist of 540,000,000 shares with a nominal value of 1 TRY per share (31 December 2023: 540,000,000 shares / 1 TRY).

Share premiums/ (discounts)

This account represents the differences that occur when the carrying amount of the net assets of the entities, acquired in a business combination transaction involving entities under common control, exceeds the transferred price at the date of the merger.

31
December
2024
31 December 2023
Share premiums 21,271,766 21,271,766
Total 21,271,766 21,271,766

Restricted reserves

Restricted reserves are reserved from the prior period profit due to legal or contractual obligations or for certain purposes other than the profit distribution (for example, to obtain the tax advantage of gain on sale of associates). Restricted reserves are in the scope of solo legal records in accordance with TCC and TPL.

General Statutory Legal Reserves are reserved in accordance with the Article 519 of Turkish Commercial Code and used in accordance with the principles set out in this article. The afore-mentioned amounts should be classified in "Restricted Reserves" in accordance with the TAS.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 16 - EQUITY (Continued)

The details of restricted reserves as of 31 December 2024 and 31 December 2023 as follows:

31
December
2024
31 December 2023
Restricted Reserves 394,163,200 333,406,890
Total 394,163,200 333,406,890

Other Comprehensive Income and Losses that will not be Reclassified in Profit or Loss

The Group's actuarial losses of defined benefit plan that aren't reclassified in accumulated other comprehensive income and expenses are summarized below:

i. Actuarial gains (losses) on defined benefit plans

The provision for termination benefits is calculated by estimating the present value of the Group's probable future obligation arising from the retirement of employees. The Group has recognized all actuarial gains and losses relating to the provision for termination benefits in other comprehensive income. The valuation losses recognized in the balance sheet as a valuation difference in equity amount to TRY 9,119,995 (December 31, 2023: TRY 8,798,649 valuation losses).

Capital Reserves and Retained Earnings

Subsequent to the first inflation adjusted financial statements, equity items such as; "Capital, Emission Premiums, General Statutory Legal Reserves, Statutory Reserves, Special Reserves and Extraordinary Reserves" are carried at carrying value in the statement of financial position and their adjusted values based on inflation are collectively presented in equity accounts group.

In accordance with the CMB regulations, "Issued capital", "Restricted Reserves" and "Share Premiums" shall be carried at their statutory amounts. The valuation differences resulted due to the inflation adjustment shall be disclosed as follows:

  • If the difference is due to the "Issued Capital" and has not yet been transferred to capital, it should be classified under "Capital adjustment difference";
  • If the difference is due to "Restricted Reserves" and "Share Premium" and the amount has not been subject to dividend distribution or capital increase yet, it shall be classified under "Retained Earnings/(Losses)".

Other equity items are carried at the amounts valued in accordance with TAS.

Capital adjustment differences have no other use than to be included to the share capital.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 16 - EQUITY (Continued)

Dividend Distribution

The Group makes decisions on the distribution of dividends and distributes them in accordance with the Turkish Commercial Code ("TCC"), tax laws, other relevant legislation, the Articles of Association and the resolutions of the General Assembly.

In the Ordinary General Assembly Meeting of the Group held on April 18, 2024; taking into account the provisions of the Turkish Commercial Code ("TCC"), Corporate Tax, Income Tax and other relevant legal regulations and the relevant provisions of the Group's Articles of Association, by complying with the rules of the Central Registry Agency A.Ş., which are valid on the date of dividend distribution regarding "fraction". It has been resolved to distribute a gross dividend of TRY 437,000,000 (indexed amount is TRY 531,437,531) at the rate of 80.93% of the "Issued Capital" and to commence dividend distribution.

Presentation of Capital Adjustment Differences, Share-Related Premiums/Discounts and Restricted Reserves Allocated from Profit in Financial Statements in accordance with TAS 29 and TPC

Statutory reserves and special reserves, etc., classified under "Legal Reserves" and "Other Reserves", including "Capital Adjustment Differences", "Premiums (Discounts) on Shares" (Emission Premium) in the financial statements prepared in accordance with the CMB legislation, Starting from the TFRS balance sheets for the reporting period ending in 2023, it has been shown over the CPI, and in the TPC financial statements over the PPI.

Difference
PPI Indexed CPI Indexed Recorded Under
Statutory Records Amounts Retained Earnings
Inflation Adjustments on Capital 5,179,413,767 3,609,688,431 1,569,725,336
Share Premiums/Discounts - 21,271,766 (21,271,766)
Restricted Reserves 429,125,904 394,163,200 34,962,704

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 17 - REVENUE AND COST OF SALES

1 January -
31 December 2024
1 January -
31 December 2023
Electricity sales from wind energy 2,103,983,738 2,332,261,694
Electricity sales from solar energy 260,234,189 294,228,629
Gain on sales of carbon emission certificate rights (*) - 57,388,936
Other 182,033 169,469
Sales proceeds 2,364,399,960 2,684,048,728

(*) Wind and solar power plants generate electricity from renewable energy sources; so, they are able to issue emission reduction certificates because they do not emit CO2 into the atmosphere. The corresponding revenues come from the sales of these acquired certificate rights. No carbon certificates have been sold as of December 31, 2024 (December 31, 2023: 231,949 tons).

1 January -
31 December
2024
1 January -
31 December
2023
General production expenses (397,427,730) (418,730,514)
Service and maintenance expenses (*) (193,125,846) (203,705,623)
Distribution and system usage fees (**) (204,301,884) (215,024,891)
Amortization and depreciation expense (613,380,981) (557,546,596)
Insurance expenses (26,866,931) (19,203,132)
Personnel expenses (33,049,320) (27,862,116)
Security expenses (24,724,978) (19,819,667)
Consultancy expenses (9,354,365) (18,378,977)
Other (18,329,307) (26,044,419)
Cost of sales (1,123,133,612) (1,087,585,421)
Gross profit 1,241,266,348 1,596,463,307

(*) Includes annual maintenance expenses for turbines.

(**) Distribution and system usage fees paid based on the annual generation at the tariff defined by EMRA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 18 - OPERATING EXPENSES

a) General Administrative Expenses

1 January -
31 December
2024
1 January -
31 December
2023
Personnel expenses (88,137,548) (60,464,604)
Consultancy expenses(*) (59,888,608) (9,716,566)
Rent expenses (6,326,572) (6,684,542)
Transportation expenses (3,311,764) (4,748,690)
Depreciation and amortization expenses (4,510,897) (1,882,839)
Other taxes and fees (276,531) (314,988)
Other (12,029,545) (7,707,246)
(174,481,465) (91,519,475)

(*) Consists of foreign investment development advisory costs and holding financial consultancy expenses.

b) Marketing Expenses

1 January -
31 December
2024
1 January -
31 December
2023
(20,876,532)
(11,813,631)
(1,332,573)
(1,348,366)
(1,810,678) (1,807,683)
(37,178,785)
(33,307,433)
(11,816,382)
(1,930,478)
(3,012,643)
(51,877,614)

NOTE 19 - EXPENSES BY NATURE

Expenses are presented functionally for the periods ended 31 December 2024 and 2023, the details are given in Note 17 and Note 18.

The description of the Group's fees for services rendered by independent audit firms, prepared in accordance with the resolution of the Board of Directors of POA published in the Official Gazette of March 30, 2021 and in accordance with the preparation principles based on the letter of POA dated August 19, 2021, is as follows:

1 January - 1 January -
31 December 2024 31 December 2023
Independent audit fee for the reporting period 1,405,862 1,006,145
1,405,862 1,006,145

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 20 - OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES

a) Other income from operating activities

1 January -
31 December
2024
1 January -
31 December
2023
Foreign exchange loss from operating activities 24,486,290 423,499,786
Interest income 107,832,477 227,342,292
Late payment interest income 112,280 702,268
Other 8,408,083 10,014,291
140,839,130 661,558,637

b) Other expenses from operating activities

1 January -
31 December
2024
1 January -
31 December
2023
Donation and grants (19,698,495) (20,879,130)
Foreign exchange loss from operating activities (5,389,160) (1,570,041)
Other (*) (4,936,738) 19,273,291
(30,024,393) (3,175,880)

(*) As of December 31, 2023, the EMRA debt provision of TL 24,757,561 allocated in the previous period has been withdrawn as it is no longer a subject of litigation.

NOTE 21 – FINANCE INCOME AND EXPENSES, NET

1 January -
31 December
1 January -
31 December
2024 2023
Foreign exchange (loss)/gain from bank borrowings, net (132,067,741) (552,919,284)
Interest expense on bank borrowings (58,884,508) (47,774,046)
Derivative transaction income / (expense) 7,665,827 94,935,051
Bank commission expenses (3,725,212) (5,342,020)
Other (10,990,995) (4,194,117)
(198,002,629) (515,294,416)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 22 – EXPLANATIONS REGARDING NET MONETARY POSITION GAINS (LOSSES)

Non-Monetary items 31 December 2024
Statement of financial position items
Inventories 2,179,569
Prepaid expenses (67,321,891)
Investments valued by equity method, financial investments,
subsidiaries 216,807
Goodwill 58,163,026
Property, Plant and Equipment 2,426,960,528
Intangibles 1,031,128,551
Right of use assets 14,287,188
Deferred tax assets (475,539,097)
Paid-in capital (1,275,520,442)
Legal reserves (113,278,263)
Share premiums/(discounts) (6,538,460)
Other comprehensive income (losses) that
will not be reclassified in profit or loss 2,704,506
Retained earning (1,633,987,906)
Statement of profit or loss items
Revenue (291,132,231)
Cost of sales 565,221,709
Marketing expenses 4,573,367
General administrative expense 17,909,292
Other income and expenses from operating activities (515,399)
Finance income/expense 15,821,963
Monetary gain and/(loses) 275,332,817

NOTE 23 - TAXATION ON INCOME

31
December
2024
31
December
2023
Current income tax expense 108,320,164 203,425,768
Less: Prepaid taxes (81,004,423) (165,997,460)
Total tax (liabilities)/ asset 27,315,741 37,428,308

The corporate tax rate is applied to the tax base found by adding expenses that are not deductible according to tax laws to the commercial income of the corporations, and deducting the exemptions (participation income exemptions) and discounts (such as R&D discounts) included in the tax laws. If the profit is not distributed, no other tax is paid.

Companies calculate a provisional tax of 25% on their quarterly financial profits and declare it by the 14th day of the second month following that period and pay it by the evening of the 17th day. The provisional tax paid during the year is for that year and is offset from the corporate tax to be calculated on the corporate tax return to be submitted the following year. If there is a remaining amount of provisional tax paid despite the offset, this amount can be refunded in cash or offset against any other financial debt to the state.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 23 - TAXATION ON INCOME (Continued)

With the "Law on the Establishment of Additional Motor Vehicle Tax for Compensation of Economic Losses Caused by the Earthquakes Occurring on 6/2/2023 and Amendment of Certain Laws and Legislative Decree No. 375" published in the Official Gazette dated 15 July 2023 and numbered 32249, the provisional tax and corporate tax rate was increased to 25% (30% for Banks and Other Financial Institutions). It was decided that this rate would be applied to provisional and corporate tax declarations submitted after 1 October 2023 (2023: 25%). With the provision added to Article 35 of Law No. 7256 and Article 32 of the Corporate Tax Law, it was stated that a 2 point discount will be applied to the corporate tax rate for 5 accounting periods starting from the accounting period in which the shares of institutions whose shares are offered to the public at least at a rate of 20% to be traded on Borsa Istanbul Equity Market for the first time. The Company's corporate tax rate as of July 1, 2023 has been calculated at 23%. In the consolidated financial statements of the Group as of December 31, 2024, when calculating deferred tax assets and liabilities for its subsidiaries located in Turkey, the tax rate for the parts of the relevant temporary differences to be realized as of 2024 has been taken into account as 25%.

There is no practice of reaching an agreement with the tax authority regarding the taxes to be paid in Turkey. Corporate tax returns are submitted to the affiliated tax office by the evening of the 25th day of the fourth month following the month in which the accounting period is closed.

The authorities authorized to conduct tax audits may examine the accounting records within five years and if an erroneous transaction is detected, the amount of tax to be paid may change due to the tax assessment to be made.

Deferred taxes

The Group calculates deferred income tax assets and liabilities by taking into account the effects of temporary differences arising from different evaluations between the Turkish Financial Reporting Standards and tax financial statements of the financial position statement items. The temporary differences in question arise from the accounting of income and expenses in different reporting periods according to Turkish Financial Reporting Standards and tax laws and from the transferred financial loss.

The rates to be applied for deferred tax assets and liabilities calculated according to the liability method on longterm temporary differences that will occur in future periods are the tax rates valid on the dates of the financial position statement and these rates are included in the table and explanations above.

The taxes on income reflected to statement of profit or loss for the periods ended 31 December 2024 and 2023 are summarized below:

Cumulative temporary
differences Deferred tax assets / (liabilities)
31 December 31 December 31 December 31 December
2024 2023 2024 2023
Net differences between the
tax base and carrying values of
property, plant and equipment 7,165,716,980 6,021,683,846 (1,791,429,245) (1,505,420,962)
Lease liabilities (90,695,634) (50,438,006) 22,673,909 12,609,502
Right of use asset 150,075,655 10,888,874 (37,518,914) (2,722,219)
Derivative instrument 92,737,097 139,524,343 (23,184,274) (34,881,086)
Exchange rate effects on
monetary liabilities (6,193,876) (1,885,522) 1,548,469 471,381
Provision for employment (3,577,912) 3,055,110 894,478
termination benefits (12,220,440)
Exchange rate change effects on
monetary assets 200,834 - (50,209) -
Provision for lawsuit (576,138) 1,366,186 144,035 (341,546)
Other (80,095,885) 70,779,901 20,023,971 (17,694,975)
Deferred tax
asset / (liabilities), net (1,804,737,148) (1,547,085,427)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 23 - TAXATION ON INCOME (Continued)

Conclusions of netting has been reflected to consolidated statement of financial position of Galata and its subsidiaries which are separate taxpayer companies, have booked their deferred tax assets and liabilities by netting in their financial statements that were prepared in accordance with the TAS. Temporary differences and deferred tax assets and liabilities shown above have been prepared based on gross values.

Movements for net deferred taxes for the periods ended at 31 December 2024 and 2023 are as follows:

Deferred tax liability 2024 2023
Opening balance as of 1 January (1,547,085,427) (1,258,951,424)
Recognised under profit or loss statement (257,758,836) (289,952,523)
Accounted under equity 107,115 1,818,520
Closing balance as of 31
December
(1,804,737,148) (1,547,085,427)

The taxes on income reflected to statement of profit or loss for the periods ended 31 December 2024 and 2023 are summarized below:

1 January-
31 December
2024
1 January
31 December
2023
Income tax expense (110,883,287) (260,872,272)
Deferred tax (expense)/income (257,758,836) (289,952,523)
Total tax expense (368,642,123) (550,824,795)

The reconciliation of the taxation on income in the statement of profit or loss for periods ended 31 December 2024 and 2023 and the tax calculated at the corporate tax rate based on the income before minority interests and taxation on income are as follows:

31
December
2024
31
December
2023
Profit before tax 1,203,052,194 1,451,095,353
Tax rate of 25% (31
December
2023: 25%)
(300,763,049) (362,773,838)
Exceptions and deductions 15,391,078 4,981,977
Effect of tax rate changes 17,416,396 15,050,673
Non-deductible expenses (6,914,702) (5,969,493)
Tax base increase expenses (2,532,465) (5,747,114)
Inflation accounting effects (*) (85,587,393) (205,427,447)
Other (5,651,988) 9,060,447
Tax expense recognized in statement of profit or loss (368,642,123) (550,824,795)

(*) It consists of the deferred tax effect of temporary differences resulting from the adjustments for inflation accounting, in accordance with the Communiqué No. 32415 (2nd iteration) of the Tax Procedure Act of December 30, 2023.

NOTE 24 - RELATED PARTY DISCLOSURES

As of the date of consolidated statement of financial position, due from and to related parties and related party transactions for the periods ending 31 December 2024 and 31 December 2023 are disclosed below:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 24 - RELATED PARTY DISCLOSURES (Continued)

i) Related party balances

31
December
2024
31 December 2023
Receivable Payable Receivable Payable
Current Short-term Current Current Short-term Current
Related party balances Trade Other receivables Trade Trade Other receivables Trade
Değer Merkezi Hizmetler ve Yönetim Danışmanlığı A.Ş. (1) - - 4,526,437 - - 1,232,928
Suzuki Motorlu Araçlar Pazarlama A.Ş. - - 115,324 - - 152,127
D-Market Elektronik Hizm,Tic A.Ş. (2) - - 28,313 - - 12,933
Doğan Trend - - 92,655 - - 131,039
Otomobilite Motorlu Araçlar Ticaret A.Ş. - - 12,831 - - -
Karel İletişim Hizmetleri A.Ş. - - 4,765 - - 8,504
Gökova Elektrik Üretim ve Ticaret A.Ş. - - - 1,084 - -
Boyabat Elektrik Üretim ve Ticaret A.Ş. - - - 1,960 - -
Aslancık Elektrik Üretim A.Ş. - - - 1,960 - -
- - 4,780,325 5,004 - 1,537,531

(1) Financial, legal, information technology and other consultancy service purchases and overhead bills such as vehicle and office rent, cleaning, heating and building maintenance,

(2) Warehouse rent expenses,

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 24 - RELATED PARTY DISCLOSURES (Continued)

i) Related party balances (Continued)

Short-term portions of long-term lease liabilities from related parties

31 December
2024
31 December 2023
Değer Merkezi Hizmetler ve
Yönetim Danışmanlığı A.Ş. (*) 206,060 297,507
206,060 297,507
(*)
Represents the lease liabilities recognised in accordance with TFRS 16 standard.
Long-term lease liabilities to related parties:
31
December
2024
31 December 2023
Değer Merkezi Hizmetler ve
Yönetim Danışmanlığı A.Ş. (*) 297,746 429,882

297,746 429,882

(*) Represents the lease liabilities recognised in accordance with TFRS 16 standard.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 24 - RELATED PARTY DISCLOSURES (Continued)

ii) Related party transactions

1 January –
31
December
2024
1 January
31
December
2023
Purchases of Sales of Financial Purchases of Sales of Financial
Transactions with related parties Goods and services Goods and services Expenses Goods and services Goods and services Expenses
Değer Merkezi Hizmetler ve Yönetim Danışmanlığı A.Ş.(1) 20,705,405 - - 7,756,819 - -
Suzuki Motorlu Araçlar Pazarlama A.Ş. 962,566 - - 1,490,691 - -
Doğan
Trend Otomotiv Ticaret Hizmetve Teknoloji A.Ş.
1,871,625 - - 1,397,305 - -
Aytemiz Akaryakıt Dağıtım. A.Ş. - - - 1,225,722 - -
D-Market Elektronik Hizm.Tic A.Ş. 737,829 - - 500,736 - -
Otomobilite Motorlu Araçlar Ticaret A.Ş. 26,710,181 - - 21,393,221 - -
Aydın Doğan Vakfı 6,000,000 - - 8,662,726 - -
Other - 33,884 - - 38,668 -
56,987,606 33,884 - 42,427,220 38,668 -

(1) Financial, legal, information technology and other consultancy service purchases and overhead bills such as vehicle and office rent, cleaning, heating and building maintenance.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 24 - RELATED PARTY DISCLOSURES (Continued)

Benefits provided for the key management

The key management team of the Group is made up of members of the Board of Directors, General Manager, Deputy General Managers. Benefits provided for the key management members within the period are as the follows:

1 January - 1 January -
31 December 31 December
2024 2023
¤
Salaries and other short term benefits 32,591,547 23,911,801
32,591,547 23,911,801

NOTE 25 - FINANCIAL INSTRUMENTS

Financial investments

Short-term financial investments

Group' financial assets of the classified under short-term financial investments are as follows:

Assets recorded at fair value in
Statement of profit and loss: 31
December
2024
31 December 2023
-
Investment funds and other short term financial investments
- 127,473,438
Total - 127,473,438

Long term financial investments

.

31
December
2024 31 December 2023
TRY % %
Enerji Piyasaları İşletme A.Ş.(*) 1,043,849 <1 705,344 <1

1,043,849 705,344 (*) In the Ordinary General Assembly of Enerji Piyasaları İşletme A.Ş. held on April 19, 2024, a capital increase of 208,427,230 TL was realized, all of which will be covered from extraordinary reserves. It was decided that the increased capital will be distributed to the shareholders as free shares in proportion to their shares. The investment amount of 100,000 TL nominal value that the Group follows in longterm financial investments has increased to 438,505.53 TL.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 26 - EARNING/LOSS PER SHARE

1 January -
31
December
2024
1 January -
31
December
2023
Net profit for the period attributable to equity
holders of the Parent Company 834,410,071 900,270,559
Weighted average number of shares with
face value of TRY 1 each 540,000,000 540,000,000
Earning per Share 1,545 1,667

NOTE 27 – EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION

Foreign currency risk

The Group is exposed to foreign currency risk due to conversion of its foreign currency denominated liabilities to local currency. This risk monitored and limited by analyzing foreign currency position.

The Group is exposed to foreign exchange risk arising primarily from the USD and EUR.

31
December
2024
31 December 2023
Foreign currency assets 124,773,584 193,656,653
Foreign currency liabilities (2,210,692,476) (1,084,926,620)
(2,085,918,892) (891,269,967)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 27 - EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION (Continued)

Net foreign currency position

The table below summarizes the foreign currency position risk of the Group as of 31 December 2024 and 31 December 2023. The carrying amounts of foreign currency assets and liabilities held by the Group in terms of foreign currencies (in terms of TRY) are as follows:

31 December 2024
TRY Equivalent
(Functional
currency) USD EUR
1. Trade receivables - - -
2a. Monetary financial assets 124,773,584 3,524,752 11,413
2b. Non-monetary financial assets - - -
3. Other - - -
4. Current assets (1+2+3) 124,773,584 3,524,752 11,413
5. Trade receivables - - -
6a. Monetary financial assets - - -
6b. Non-monetary financial assets - - -
7. Other - - -
8. Non-current assets (5+6+7) - - -
9. Total assets (4+8) 124,773,584 3,524,752 11,413
10. Trade payables 9,844,971 278,549 -
11. Financial liabilities 557,879,601 12,116,833 3,522,180
12a. Other monetary liabilities - - -
12b. Other non-monetary liabilities - - -
13. Short term liabilities (10+11+12) 567,724,572 12,395,382 3,522,180
14. Trade payables - - -
15. Monetary liabilities 1,642,967,904 30,000,000 15,831,954
16a. Other monetary liabilities - - -
16b. Other non-monetary liabilities - - -
17. Long term liabilities (14+15+16) 1,642,967,904 30,000,000 15,831,954
18. Total liabilities (13+17) 2,210,692,476 42,395,382 19,354,134
Foreign Currency Derivative Instruments
19. Net Asset / (Liability) Position (19a-19b) - - -
Effect of foreign currency denominated derivatives
19a. / Off-Balance Sheet (+) - - -
Effect of foreign currency denominated derivatives
19b. / Off-Balance Sheet (-) - - -
20. Net foreign currency position (9-18+19) (2,085,918,892) (38,870,630) (19,342,721)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 27 - EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION (Continued)

Net foreign currency position (Continued)

31 December 2023
TRY Equivalent
(Functional
currency)
USD EUR
1, Trade receivables - - -
2a. Monetary financial assets 193,656,653 4,554,586 1,601
2b. Non-monetary financial assets - - -
3. Other - - -
4. Current assets (1+2+3) 193,656,653 4,554,586 1,601
5. Trade receivables - - -
6a. Monetary financial assets - - -
6b. Non-monetary financial assets - - -
7. Other - - -
8. Non-current assets (5+6+7) - - -
9. Total assets (4+8) 193,656,653 4,554,586 1,601
10. Trade payables 18,639,279 437,756 -
11. Financial liabilities 169,229,075 - 3,591,865
12a. Other monetary liabilities - - -
12b. Other non-monetary liabilities - - -
13. Short term liabilities (10+11+12) 187,868,354 437,756 3,591,865
14. Trade payables - - -
15. Monetary liabilities 897,058,266 - 19,039,943
16a. Other monetary liabilities - - -
16b. Other non-monetary liabilities - - -
17. Long term liabilities (14+15+16) 897,058,266 - 19,039,943
18. Total liabilities (13+17) 1,084,926,620 437,756 22,631,806
Foreign Currency Derivative Instruments
19. Net Asset / (Liability) Position (19a-19b) - - -
Effect of foreign currency denominated derivatives
19a. / Off-Balance Sheet (+) - - -
Effect of foreign currency denominated derivatives
19b. / Off-Balance Sheet (-) - - -
20. Net foreign currency position (9-18+19) (891,269,967) 4,116,830 (22,630,207)

The effect of the Group's foreign currency positions in Euro and US Dollars on the net profit/loss and shareholders' equity for the period, assuming a 20% appreciation and depreciation of TRY against foreign currencies and all other variables constant, are stated below:

31
December
2024
31 December 2023
USD EURO USD EURO
20% Appreciation (274,767,152) (142,371,711) 15,395,547 (90,226,180)
20% Depreciation 274,767,152 142,371,711 (15,395,547) 90,226,180

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 27 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Continued)

a) Interest rate risk

The Group is exposed to interest risk because of its interest generating liabilities. As of 31 December 2024 and 31 December 2023, the financial liabilities in the Group mainly consist of fixed rate borrowings.

Interest rate position 31
December
2024
31 December 2023
Financial instruments with fixed rate
Financial assets
Banks (Note 4) 1,317,933,270 89,715,048
Financial investments (Note 25) - 127,473,438
Bank loans 425,905,666 -
Lease liabilities (Note 5) 90,695,635 50,438,008
Financial instruments with floating rate
Bank borrowings (Note 5) 1,774,941,839 1,066,287,341

As of 31 December 2024, if interest rates on Euro denominated borrowings variable rate financial liabilities not protected by interest rate swap transactions had been higher/lower by 100 basis points with all other variables held constant, profit before income taxes would have been TRY 7,672,656 (31 December 2023: TRY 6,821,639) higher/lower, mainly as a result of additional interest expense on floating rate borrowings.

b) Credit risk

Credit risk involves the risk that counterparties may be unable to meet the terms of their agreements.

These risks are monitored by limiting the aggregate risk to any individual counterparty (excluding related parties) and receiving collateral when needed.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 27 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Continued)

b) Credit risk (Continued)

31 December 2024

Trade receivables Other receivables
Third Related Third Related Cash on
party party party party deposit
Maximum net credit risk as of
31
December
2024
219,972,903 - 638,310 - 1,318,405,113
The part of maximum risk under guarantee with collateral - - - - -
A,
Net book value of financial assets that are either past due
or not impaired 219,972,903 - 638,310 - 1,318,405,113
-Secured portion by guarantees - - - - -
B,
Book value of restructured otherwise
accepted as past due and impaired financial assets - - - - -
-
Secured portion by guarantees
- - - - -
C,
Net book value of financial assets that are past due and not impaired
- - - - -
-
Secured portion by guarantees
- - - - -
D,
Net book value of the impaired assets
- - - - -
-
Past due (gross amount)
- - - - -
-
Impairment (-)
- - - - -
-
The secured part with net worth with collateral etc,
- - - - -
-
Secured portion of the net book value by guarantees etc,
- - - - -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 27 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Continued)

b) Credit risk (Continued)

31 December 2023

Trade receivables Other receivables
Third Related Third Related Cash on
party party party party deposit
Maximum net credit risk as of
31 December 2023 199,683,273 5,004 934,772 - 95,293,910
The part of maximum risk under guarantee with collateral - - - - -
A,
Net book value of financial assets that are either past due
or not impaired 199,683,273 5,004 934,772 - 95,293,910
-Secured portion by guarantees - - - - -
B,
Book value of restructured otherwise
accepted as past due and impaired financial assets - - - - -
-
Secured portion by guarantees
- - - -
C,
Net book value of financial assets that are past due and not impaired
-
Secured portion by guarantees
- - - -
D,
Net book value of the impaired assets
- - - - -
-
Past due (gross amount)
- - - - -
-
Impairment (-)
- - - - -
-
The secured part with net worth with collateral etc,
- - - - -
-
Secured portion of the net book value by guarantees etc,
- - - - -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 27 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Continued)

c) Liquidity risk

Conservative liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions.

Due to the dynamic nature of the underlying business, the Group aims maintaining flexibility in funding by keeping committed credit lines available.

The following tables detail the Group's remaining contractual maturity for its non-derivative financial liabilities and its derivative financial instruments. The tables below have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. Interests to be paid over these obligations are included in the table below. Derivative financial liabilities are based on undiscounted net cash inflows and outflows. Forwards are netted for future transactions that are to be paid gross and are realized by using undiscounted gross cash inflows and outflows.

Total
Contractual
More than
31 December 2024 Book value Cash outflow Less than 3 months 3-12 months 1 - 5 years 5 years
Short-term and long-term
Financial liabilities (Note 5) 2,200,847,505 2,636,322,181 502,808,084 71,487,570 1,720,748,448 341,278,079
Lease liabilities (Note 5) 90,695,635 592,673,117 1,469,835 19,942,803 68,711,427 502,549,052
Trade payable to third parties
Third parties (Note 6) 133,645,571 133,645,571 133,645,571 - - -
Trade payables to related parties (Note 24) 4,780,325 4,780,325 4,780,325 - - -
Other payables
To third parties (Note 7) 45,159,738 45,159,738 45,159,738 - - -
Payables related to
employee benefits (Note 12) 21,561,398 2,687,818 2,687,818 - - -
Total Liabilities 2,496,690,172 3,415,268,750 690,551,371 91,430,373 1,789,459,875 843,827,131
31 December 2023 Book value Total
Contractual
Cash outflow
Less than 3 months 3-12 months 1 - 5 years More than
5 years
Short-term and long-term
Financial liabilities (Note 5)
1,066,287,341 1,188,632,815 81,805,879 187,799,966 692,081,799 226,945,171
Lease liabilities (Note 5) 50,438,008 156,344,339 1,224,660 3,221,439 17,929,103 133,969,137
Trade payable to third parties
Third parties (Note 6) 100,011,751 100,011,751 100,011,751 - - -
Trade payables to related parties (Note 24) 1,537,531 1,537,531 1,537,531 - - -
Other payables
To third parties (Note 7) 231,308,008 231,308,008 231,308,008 - - -
Payables related to
employee benefits (Note 12) 13,595,977 13,595,977 13,595,977 - - -
Total Liabilities 1,463,178,616 1,691,430,421 429,483,806 191,021,405 710,010,902 360,914,308

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2024.)

NOTE 27 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Continued)

d) Fair value of financial instruments

Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by a quoted market price, if one exists.

The estimated fair values of financial instruments are determined by the Group, using available market information and appropriate valuation methodologies for each segment of the Group. However, judgment is necessarily required to interpret market data to estimate the fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Group could realize in a current market exchange.

The following methods and assumptions are used in the estimation of the fair value of the financial instruments for which it is practicable to estimate fair value:

Monetary assets

The fair values of balances denominated in foreign currencies, which are translated at the period end exchange rates, are considered to approximate carrying value.

The fair values of certain financial assets carried at amortised cost, including fair values of cash and due from banks are considered to approximate their respective carrying values due to their short-term nature and immateriality of losses on collectability, the fair value of investment securities has been estimated based on the market prices at the statement of financial position dates.

Trade receivables are disclosed at their amortized cost using the effective interest rate method and the carrying values of trade receivables along with the related allowances for collectability are estimated to be at their fair values.

Monetary liabilities

The fair value of bank borrowings and other monetary liabilities are considered to approximate their respective carrying values due to their short-term nature.

Long-term borrowings, which are principally at variable rates, and denominated in foreign currencies, are translated at the period-end exchange rates and accordingly, their fair values approximate their carrying values.

Trade payables are disclosed at their amortized cost using the effective interest rate method and accordingly their carrying amounts approximate their fair values.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2023.)

NOTE 27 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Continued)

Long-term borrowings, which are principally at variable rates, and denominated in foreign currencies, are translated at the period-end exchange rates and accordingly, their fair values approximate their carrying values.

Trade payables are disclosed at their amortized cost using the effective interest rate method and accordingly their carrying amounts approximate their fair values.

The fair value of financial assets and liabilities are determined as follows:

  • Level 1: The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices.
  • Level 2: The fair value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions.
  • Level 3: The fair value of the financial assets and financial liabilities are determined where there is no observable market data.

Based on the fair value hierarchy, the Group's financial assets and liabilities are categorized as follows:

Fair value level as of reporting date
31
December
Level 1 Level 2 Level 3
Financial assets 2024 TRY TRY TRY
Derivative instruments
held for sale at fair value
through profit or loss (Note 15-Note 25) 92,737,097 - 92,737,097 -
Fair value difference other comprehensive
financial reflected in the income statement
assets - - - -
Total 92,737,097 - 92,737,097 -
Financial liabilities
Derivative instruments
held for sale at fair value
through profit or loss (Note 15) - - - -
Fair value difference other comprehensive
financial statements reflected in the
income statement assets (Note 25) - - - -
Total - - - -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2023.)

NOTE 27 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Continued)

Fair value level as of reporting date
31 December Level 1 Level 2 Level 3
Financial assets 2023 TRY TRY TRY
Derivative instruments
held for sale at fair value
through profit or loss (Note 15-Note 25) 282,023,041 - 282,023,041 -
Fair value difference other comprehensive
financial reflected in the income statement
assets - - - -
Total 282,023,041 - 282,023,041 -

Financial liabilities

Derivative instruments
held for sale at fair value - - - -
through profit or loss (Note 15)
Total - - - -

As of 31 December 2024 and 31 December 2023, the fair value level of derivative instruments in the statement of financial position is Level 2.

e) Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group monitors capital on the basis of the net liability/total equity ratio. Net liability is calculated as the total liability less cash and cash equivalents, derivative instruments and tax liabilities. Total equity is calculated as the total of net liability and the equity as shown in the statement of financial position.

Net liabilities/total equity rates at 31 December 2024 and 31 December 2023 are as below:

31
December
2024
31
December 2023
Total liabilities (*) 2,520,809,501 1,486,053,079
Less: Cash and cash equivalence (1,318,405,113) (95,293,910)
Net debt 1,202,404,388 1,390,759,169
Total shareholders' equity 10,456,653,521 10,153,863,138
Total capital 11,659,057,910 11,544,622,307
Net Debt/Equity Ratio 10.31% 12.05%

(*) The amounts are calculated by deducting income tax payable, derivative financial instruments and deferred tax liability accounts from total liabilities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 December 2023.)

NOTE 28 - SUBSEQUENT EVENTS

The installed capacity of the Alapınar RES Project, which has a production license numbered EÜ/3519- 37/2164 and will operate within the borders of Muğla province, within the scope of the Company's subsidiary Gökova Elektrik Üretim ve Ticaret A.Ş., was amended to 15.8 MWm / 13.6 MWe with the approval of the EMRA Electricity Market Department Presidency dated 25/12/2024 and numbered 1022535, and the total number of turbines increased to 3 with the addition of 1 additional capacity turbine to the project. Upon the fulfillment of the obligation within the scope of obtaining an EIA Positive Decision based on a Share Purchase and Sale Agreement dated 23 September 2022 signed between the Company and the sole shareholder of Gökova Elektrik Üretim ve Ticaret A.Ş., Şık Mehmet Aslan, 1,750,000 USD was paid on 15 January 2025.

The Company's application for 1 additional capacity turbine with an installed capacity of 6.8 MWm / 6.8 MWe, which was previously made to the Energy Markets Regulatory Authority (EPDK) for the Şah RES Project, which has a production license numbered EÜ/1565-7/1139, was found appropriate with the Department Presidency Approval dated 02/02/2025 and numbered 1046942. Thus, the installed capacity of Şah RES will be 111.8 MWm / 111.8 MWe.

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