Interim / Quarterly Report • Sep 5, 2024
Interim / Quarterly Report
Open in ViewerOpens in native device viewer
GALATA WIND ENERJI ANONIM SIRKETI
CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 1 JANUARY - 30 JUNE 2024 TOGETHER WITH INDEPENDENT AUDITOR'S REVIEW 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:0291001097600016 Ticari Sicil No: 304099
We have reviewed the accompanying consolidated statement of financial position of Galata Wind Enerji A.Ş. ("the Company") and its subsidiaries (together "the Group") as of 30 June 2024, and the related consolidated statement of profit or loss, consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the six-months period then ended. The Group management is responsible for the preparation and presentation of this interim consolidated financial information in accordance with Turkish Accounting Standards 34 "Interim Financial Reporting" ("TAS 34"). Our responsibility is to express a conclusion on these interim consolidated financial statements based on our review.
We conducted our review in accordance with Independent Auditing Standard on Review Engagements 2410, "Review of Interim Financial statements Performed by the Independent Auditor of the Entity". A review of interim consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review of interim consolidated financial statements is substantially less in scope than an independent audit conducted in accordance with Independent Auditing Standards and the objective of which is to express an opinion on the consolidated financial statements. Consequently, a review of the interim consolidated financial statements does not provide assurance that the audit firm will be aware of all significant matters which would have been identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements is not prepared, in all material respects, in accordance with TAS 34 "Interim Financial Reporting".
The Company's financial statements for the accounting period ending on 31 December 2023 and the limited audit of the financial information for the six-month interim accounting period ending on 30 June 2023 were independently audited by another independent auditing firm. The previous independent auditing firm expressed an unqualified opinion in the independent auditor's report dated 21 March 2024 and the limited audit report dated 10 August 2023, respectively.
Cem Tovil Partner
Istanbul, 5 September 2024
| 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 - 71 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| Reviewed Current Period |
Audited Prior Period |
||
|---|---|---|---|
| ASSETS | Notes | 30 June 2024 | 31 December 2023 |
| Current assets | 560,858,196 | 407,150,263 | |
| Cash and cash equivalents | 4 | 320,047,917 | 82,328,216 |
| Financial investments | 24 | 14,616,059 | 110,129,396 |
| Trade receivables | |||
| -Due from related parties | 23 | 4,006 | 4,323 |
| - Due from third parties | 6 | 205,817,340 | 172,514,358 |
| Other receivables | |||
| - Due from third parties | 47,501 | 79,067 | |
| Inventories | 6,126,075 | 6,126,075 | |
| Prepaid expenses | 13 | 13,343,058 | 35,331,727 |
| Other current assets | 14 | 856,240 | 637,101 |
| Non-current assets | 10,992,602,096 | 11,017,963,126 | |
| Derivative instruments | 15 | 103,819,376 | 133,521,577 |
| Financial investments | 24 | 609,374 | 609,374 |
| Other receivables | |||
| - Due from third parties | 582,452 | 728,520 | |
| Property, plant and equipment | 8 | 7,129,528,155 | 6,418,774,246 |
| Intangible assets | |||
| - Licenses | 9 | 3,078,015,526 | 3,120,985,461 |
| - Goodwill | 3 | 163,477,737 | 163,477,737 |
| - Other | 9 | 23,341,699 | 24,244,444 |
| Right of use assets | 10 | 162,548,534 | 91,740,025 |
| Prepaid expenses | 13 | 330,679,243 | 1,063,881,742 |
| TOTAL ASSETS | 11,553,460,292 | 11,425,113,389 |
The consolidated financial statements as of and for the period ended 30 June 2024 have been approved by the Board of Directors on 5 September 2024.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024)
| LIABILITIES | Notes | Reviewed Current Period 30 June 2024 |
Audited Prior Period 31 December 2023 |
|---|---|---|---|
| Current liabilities | 713,069,013 | 487,168,900 | |
| Short-term portion of long-term borrowings | |||
| Short-term portion of long-term borrowings from third parties | |||
| - Bank borrowings | 5 | 125,683,819 | 146,203,759 |
| - Lease liabilities | 5 | 2,606,424 | 861,855 |
| - Short-term portion of long-term borrowings | |||
| from related parties | |||
| - Lease liabilities | 5,23 | 1,154,966 | 257,028 |
| Trade payables | |||
| - Due to related parties | 23 | 1,804,805 | 1,328,335 |
| - Due to third parties | 6 | 73,846,830 | 86,404,147 |
| Other payables | |||
| - Due to related parties | 7 | 437,000,000 | - |
| - Due to third parties | 7 | 18,525,243 | 199,836,230 |
| Payables related to employee benefits | 12 | 1,465,635 | 11,746,108 |
| Provision for period income tax | 22 | 40,612,367 | 32,335,811 |
| Short-term provisions | |||
| - Other short-term provisions | 11 | 575,816 | 1,180,303 |
| - Short-term provisions for employment benefits | 12 | 9,793,108 | 7,015,324 |
| Non-current liabilities | 2,110,539,810 | 2,165,616,449 | |
| Long-term borrowings | |||
| - Long-term borrowings from third parties | |||
| - Bank borrowings | 5 | 613,600,660 | 775,004,476 |
| - Lease liabilities | 5 | 51,588,471 | 42,085,135 |
| - Long-term borrowings from related parties | |||
| - Lease liabilities | 5,23 | 297,746 | 371,392 |
| - Long-term provisions for | |||
| employment benefits | 12 | 10,430,903 | 11,566,535 |
| Deffered Tax Liabilities | 22 | 1,434,622,030 | 1,336,588,911 |
| EQUITY | 8,729,851,469 | 8,772,328,040 | |
| Equity attributable to equity holders of the parent company | 8,729,851,469 | 8,772,328,040 | |
| Share capital | 16 | 540,000,000 | 540,000,000 |
| Inflation Adjustments on Capital | 3,045,081,628 | 3,045,081,628 | |
| Share premiums/(discounts) | 16 | 18,377,528 | 18,377,528 |
| Other comprehensive income (losses) that | |||
| will not be reclassified in profit or loss | |||
| - Actuarial gains (losses) on defined | |||
| benefit plans | 16 | (7,601,504) | (7,601,504) |
| Accumulated other comprehensive income/(expense) | |||
| to be reclassified to profit or loss | |||
| - Foreign currency conversion differences | 180,686 | 27,989 | |
| Advances dividend paid | 16 | - | (155,918,236) |
| Restricted reserves | 16 | 340,533,338 | 288,043,533 |
| Retained earnings or accumulated losses | 4,376,778,947 | 4,266,537,398 | |
| Net profit or loss for the period | 416,500,846 | 777,779,704 | |
| TOTAL EQUITY AND LIABILITIES | 11,553,460,292 | 11,425,113,389 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| Notes | Reviewed Current Period 1 January - 30 June 2024 |
Unaudited Current Period 1 April - 30 June 2024 |
Reviewed Prior Period 1 January - 30 June 2023 |
Unaudited Prior Period 1 April - 30 June 2023 |
|
|---|---|---|---|---|---|
| PROFIT OR LOSS | |||||
| Revenue Cost of sales (-) |
17 17 |
977,417,213 (453,818,499) |
451,613,545 (247,401,236) |
1,076,975,776 (440,205,256) |
446,375,044 (218,106,900) |
| GROSS PROFIT/ (LOSS) | 523,598,714 | 204,212,309 | 636,770,520 | 228,268,144 | |
| General administrative expenses (-) Marketing expenses (-) Other operating income Other operating expenses (-) |
18 18 20 20 |
(59,260,471) (16,516,379) 47,735,886 (9,887,854) |
(25,371,243) (8,297,360) 25,247,444 (8,752,642) |
(31,402,476) (12,388,612) 364,522,185 (6,442,217) |
(14,946,535) (7,963,231) 297,081,885 (2,551,104) |
| OPERATING PROFIT/ (LOSS) | 485,669,896 | 187,038,508 | 951,059,400 | 499,889,159 | |
| OPERATING PROFIT/ (LOSS) BEFORE FINANCE (EXPENSE)/ INCOME |
485,669,896 | 187,038,508 | 951,059,400 | 499,889,159 | |
| Finance expenses (-) Monetary Gain/(Loss) |
21 | (81,747,005) 191,854,922 |
(22,200,746) 86,597,291 |
(248,649,743) (121,856,738) |
(202,692,053) (19,323,657) |
| PROFIT/ (LOSS) BEFORE TAXATION FROM CONTINUED OPERATIONS |
595,777,813 | 251,435,053 | 580,552,919 | 277,873,449 | |
| Tax income/(expense) from continued operations | (179,276,967) | (61,125,361) | (292,911,572) | (37,306,885) | |
| Tax income/ (expense) for the period Deferred tax income/ (expense) |
22 22 |
(81,243,848) (98,033,119) |
(44,254,437) (16,870,924) |
(90,213,499) (202,698,073) |
(29,641,163) (7,665,722) |
| PROFIT/ (LOSS) FOR THE PERIOD | 416,500,846 | 190,309,692 | 287,641,347 | 240,566,564 | |
| Allocation of Profit/(Loss) For the Period | |||||
| Attributable to equity holders of the parent company | 416,500,846 | 190,309,692 | 287,641,347 | 240,566,564 | |
| Earning/(Loss) Per Share Attributable to Equity Holders of the Parent Company |
25 | 0.771 | 0.352 | 0.533 | 0.445 |
| OTHER COMPREHENSIVE INCOME | |||||
| That will not be reclassified as profit or loss Actuarial gains (losses) on defined benefit plans Taxes related to other comprehensive income that will not be reclassified as profit or loss |
12 | - | - | (1,884,293) | - |
| Tax effect of actuarial gains (losses) on defined benefit plans Other Comprehensive Income That Will Be Reclassified to Profit or Loss |
22 | - | - | 376,858 | - |
| - Foreign currency conversion differences OTHER COMPREHENSIVE INCOME (LOSS) |
152,697 152,697 |
(34,728) (34,728) |
- (1,507,435) |
- - |
|
| TOTAL COMPREHENSIVE INCOME (LOSS) | 416,653,543 | 190,274,964 | 286,133,912 | 240,566,564 | |
| Allocation of Total Comprehensive Income/(Loss) | |||||
| Attributable to non-controlling interests Attributable to equity holders of the parent company |
416,653,543 | 190,274,964 | 286,133,912 | 240,566,564 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| Other comprehensive income or expense not to be reclassified |
Other comprehensive income or expense |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| to profit or loss | not to be reclassified |
Retained earnings | ||||||||||
| Share capital |
Capital Adjustment Differences |
Share premium/ discounts |
Actuarial gain/ (loss) on defined benefit plans |
to profit or loss foreign currency conversion Differences |
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 | 3,042,127,045 | 18,377,528 | (2,888,230) | - | 196,620,033 | - | 3,041,534,666 | 1,826,896,704 | 8,657,459,204 | - | 8,657,459,204 |
| Transfers | - | - | - | - | - | 91,423,500 | - | 1,735,473,204 | (1,826,896,704) | - | - | - |
| Dividends | - | - | - | - | - | - | - | (502,307,344) | - | (502,307,344) | - | (502,307,344) |
| Total comprehensive income | - | - | - | (1,507,435) | - | - | - | - | 287,641,347 | 286,133,912 | - | 286,133,912 |
| - Other comprehensive income/ (expense) | - | - | - | (1,507,435) | - | - | - | - | - | (1,507,435) | - | (1,507,435) |
| - Net profit for the period (loss) | - | - | - | - | - | - | - | - | 287,641,347 | 287,641,347 | - | 287,641,347 |
| Balance at 30 June 2023 | 534,791,458 | 3,042,127,045 | 18,377,528 | (4,395,665) | - | 288,043,533 | - | 4,274,700,526 | 287,641,347 | 8,441,285,772 | - | 8,441,285,772 |
| Balance at 1 January 2024 | 540,000,000 | 3,045,081,628 | 18,377,528 | (7,601,504) | 27,989 | 288,043,533 | (155,918,236) | 4,266,537,398 | 777,779,704 | 8,772,328,040 | - | 8,772,328,040 |
| Transfers Dividends |
- | - | - | - | - | 52,489,805 | 155,918,236 - |
569,371,663 (459,130,114) |
(777,779,704) | - (459,130,114) |
- - |
- (459,130,114) |
| Total comprehensive income | - - |
- - |
- - |
- - |
- - |
- - |
- | - | - 416,500,846 |
416,500,846 | - | 416,500,846 |
| - Other comprehensive income/ (expense) | - | - | - | - | - | - | - | - | - | - | - | - |
| - Profit (Loss) for Period | - | - | - | - | - | - | - | - | 416,500,846 | 416,500,846 | - | 416,500,846 |
| Foreign currency conversion differences | - | - | - | - | 152,697 | - | - | - | - | 152,697 | - | 152,697 |
| Balance at 30 June 2024 | 540,000,000 | 3,045,081,628 | 18,377,528 | (7,601,504) | 180,686 | 340,533,338 | - | 4,376,778,947 | 416,500,846 | 8,729,851,469 | - | 8,729,851,469 |
FOR THE PERIODS 1 JANUARY – 30 JUNE 2024 AND 2024 (Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| Notes | Reviewed Current Period 1 January - 30 June 2024 |
Reviewed Prior Period 1 January - 31 June 2023 |
|
|---|---|---|---|
| A. NET CASH FROM OPERATING ACTIVITIES | 409.532.606 | 1,096,894,660 | |
| Net profit (loss) for the period | 416,500,846 | 287,641,347 | |
| Adjustments regarding reconciliation of net profit (loss) for the period: |
220,015,541 | 626,816,322 | |
| Adjustments related to depreciation and amortization Adjustments related to provisions |
8, 9, 10 | 266,368,798 | 238,400,637 |
| - Adjustments related to provisions for (reversal of) employee benefits -Short-term employee benefits |
12 | 1,467,674 4,168,907 |
911,533 2,843,229 |
| - Adjustments related to other provisions (reversals) Adjustments related to interest (income) and expenses |
11 | 604,487 | - |
| - Adjustments related to interest income - Adjustments related to interest expenses Adjustments related to fair value (gains) losses |
20 21 |
(21,660,079) 18,217,831 29,702,201 |
(119,907,173) 20,535,017 (88,477,442) |
| Adjustments related to tax (income)/expense Adjustments related to changes in unrealised |
22 | 179,276,967 | 292,911,572 |
| foreign exchange differences Adjustments related to gains and losses on monetary positions |
5 | 43,064,610 (301,195,855) |
576,341,719 (296,742,770) |
| Changes in working capital | (215,027,807) | 149,081,613 | |
| Adjustments for decrease/(increase) in inventories Adjustments for decrease/ (increase) in trade receivables |
- | 5,862 | |
| -Decrease/ (increase) in trade receivables from related parties -Decrease/ (increase) in trade receivables from non-related parties |
317 (33,302,982) |
(27,510) (3,231,175) |
|
| Increase/ (decrease) in payables due to employee benefits Adjustments regarding decrease/ (increase) in other receivables on operations |
(10,280,473) | (6,309,923) | |
| (Increase)/ decrease in other receivables regarding operations with non-related parties |
31,566 | (6,728) | |
| Adjustments regarding increase (decrease) in trade payables - Increase/ (decrease) in trade payables to related parties - Increase/ (decrease) in trade payables to non-related parties Adjustments regarding increase (decrease) in other payables on operations |
476,470 (12,557,317) |
(167,599) 2,576,335 |
|
| - Increase/(decrease) in other payables regarding operations with non-related parties |
(181,310,987) | (2,909,324) | |
| Adjustments for other increase (decrease) in working capital - (Increase)/ decrease in other assets regarding operations |
21,915,599 | 159,151,675 | |
| Net cash from operating activities | 421,488,580 | 1,063,539,282 | |
| Income tax refunds (payments) Interest received |
22 | (32,335,811) 20,689,525 |
(70,722,190) 105,049,520 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| Notes | Reviewed Current Period 1 January - 30 June 2024 |
Unaudited Prior Period 1 January - 30 June 2023 |
|
|---|---|---|---|
| B. NET CASH FROM INVESTING ACTIVITIES | (99,571,147) | (508,349,018) | |
| Cash inflows / (outflows) from the acquisition of shares or debt instruments of other enterprises or funds Cash outflows from purchase of |
95,513,337 | 156,817,346 | |
| property, plant, equipment and intangible assets Cash outflows from purchase of property, plant, equipment Cash outflows from purchase of intangible assets Cash advance given Cash inflows from sale of property, plant, equipment and |
8 9 |
(927,740,063) (546,919) 733,202,498 |
(382,701,144) (20,393) (284,646,480) |
| intangible assets Cash inflows from sale of property, plant, equipment Cash inflows from sale of intangible assets Other cash inflows/(outflows) |
8 9 |
- - |
41,617 2,160,036 |
| C. NET CASH FROM FINANCING ACTIVITIES | (109,334,560) | (578,558,789) | |
| Cash outflows on debt payments - Cash outflows due to payments of bank borrowings - Cash outflows due to payments of other borrowings Cash outflows due to payments of lease liabilities Interest paid Dividends paid |
5 5 5 5 5 |
(68,482,701) - (13,834,432) (27,017,427) - |
(62,827,594) - (3,008,709) (10,415,142) (502,307,344) |
| D. INFLATION EFFECT | 24,763,786 | 110,999,125 | |
| NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS BEFORE FOREIGN CURRENCY TRANSLATION DIFFERENCES (A+B+C+D) |
225,390,685 | 120,985,978 | |
| E. EFFECT OF CURRENCY TRANSLATION DIFFERENCES ON CASH AND CASH EQUIVALENTS |
11,358,461 | (235,040,950) | |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C+D+E) |
236,749,146 | (114,054,972) | |
| F.CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD |
4 | 82,248,514 | 1,346,826,782 |
| F. CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A+B+C+D+E+F) |
4 | 318,997,660 | 1,232,771,810 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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 5 September 2024, 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 June 2024, a total of 390.260 MWh of electricity was generated, 363.876 MWh from WPPs and 26.383 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. The 9.4 MW section of the Hybrid Solar Power Plant, the construction of which was completed, was commissioned in December 2023, and the 7.3 MW section was commissioned in June 2024. Work is ongoing to commission the remaining capacity of the project in 2024. 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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
"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:
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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 30 June 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:
| Subsidiary | Main operation | Country registered |
|---|---|---|
| Sunflower Solar Güneş Enerjisi Sistemleri Ticaret A.Ş. ("Sunflower") | Energy | Turkiye |
| Gökova Elektrik Üretim ve Ticaret A.Ş. ("Gökova") | Energy | Turkiye |
| Galata Wind Energy Global BV ("Galata Wind Global") | Energy | Netherlands |
The Group had 56 employees as of 30 June 2024 (31 December 2023: 56).
The registered address of the group is as follows:
Burhaniye Mah. Kısıklı Cad. No: 65 34676 Üsküdar/Istanbul
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 October 4, 2022 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.
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 30 June 2024.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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 by applying.
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 June 30, 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 |
|---|---|---|---|
| 30 June 2024 |
2,319.29 | 1.00000 | 324% |
| 31 Dec 2023 |
1,859.38 | 1.24735 | 268% |
| 30 June 2023 |
1,351.59 | 1.71597 | 190% |
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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.
Subsidiaries comprise of the companies directly or indirectly controlled by Galata Wind.
Control is achieved when the Group:
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:
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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.
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 30 June 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 (%) |
|||
|---|---|---|---|---|
| 30 June | 31 December | 30 June | 31 December | |
| Subsidiaries | 2024 | 2023 | 2024 | 2023 |
| Sunflower | 100 | 100 | 100 | 100 |
| Gökova | 100 | 100 | 100 | 100 |
| Galata Wind Global | 100 | - | 100 | - |
Summary financial information of Sunflower as of 30 June 2024 and 31 December 2023 are as follows:
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Current assets | 1,270,752 | 1,429,798 |
| Non-current assets | - | 1,385 |
| Current liabilities | 28,590 | 11,712 |
| Shareholders equity | 1,242,162 | 1,419,471 |
| Net (loss)/ profit for the period | (200,654) | (367,091) |
Summary financial information of Gökova as of 30 June 2024 and 31 December 2023 are as follows:
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Current assets | 5,240,595 | 4,930,079 |
| Non-current assets | 4,460,866 | 4,292,506 |
| Current liabilities | 502 | 892 |
| Shareholders equity | 9,700,959 | 9,221,693 |
| Net (loss)/ profit for the period | 594,448 | 754,124 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
Summary financial information of Galata Wind Global as of 30 June 2024 and 31 December 2023 are as follows:
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Current assets | 1,075,008 | 4,167,309 |
| Non-current assets | - | - |
| Current liabilities | 87,594 | 1,031,127 |
| Non-current liabilities | 987,414 | 3,136,182 |
| Net (loss)/ profit for the period | (11,401,484) | (1,703,321) |
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.
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.
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 30 June 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 - 30 June 2024 in comparison with the consolidated financial statements for the period ending 1 January - 30 June 2023.
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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 TAS 1 are effective for annual reporting periods beginning on or after 1 January 2024 and earlier application is permitted.
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 are effective from annual reporting periods beginning on or after 1 January 2024.
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.
Amendments are effective from annual reporting periods beginning on or after 1 January 2024.
The Group evaluates the effects of these standards, amendments and improvements on the consolidated financial statements.
The amendments add disclosure requirements, and 'signposts' within existing disclosure requirements, that ask entities to provide qualitative and quantitative information about supplier finance arrangements. Amendments are effective from annual reporting periods beginning on or after 1 January 2024.
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 for banks regardless of the criteria. Other entities may voluntarily report in accordance with TSRS.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
2.1.6 New and revised Turkish Financial Reporting Standards ("TFRS") (Continued)
New and Amended Turkish Financial Reporting Standards (cont'd)
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 for banks regardless of the criteria. Other entities may voluntarily report in accordance with TSRS.
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 2025.
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.
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.
The Group evaluates the effects of these standards, amendments and improvements on the consolidated financial statements.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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 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).
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
Changes in expected credit loss provisions are recognised under other income and expenses from operating activities (Note 20, 6).
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 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 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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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:
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 39 - 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.
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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.
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.
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:
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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.
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:
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
The right-of-use asset is initially recognized by the cost method and includes the followings:
In applying the cost method, the Group measures the right of use asset by:
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.
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:
After the effective date of the lease, the Group measures its lease liability as follows:
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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.
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.
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.
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.
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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).
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 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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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.
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 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.
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).
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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 22).
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.
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 22).
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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 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).
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
The Group recognises revenue based on the following five principles:
If all the below-mentioned conditions are met, Group recognises an agreement made with the client as revenue:
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 group of different goods or services are subject to the same transfer method if the below conditions are met:
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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.
A related party is a person or entity that is related to the entity that is preparing its consolidated financial statements.
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 23).
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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 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 25).
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 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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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 27).
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.
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.
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.
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| 30 June 2024 |
31 December 2023 |
|
|---|---|---|
| Goodwill | 163,477,737 | 163,477,737 |
| 163,477,737 | 163,477,737 | |
| Movement of goodwill is as follows: | 2024 | 2023 |
| 1 January | 163,477,737 | 163,477,737 |
| Addition during the year | - | - |
| 30 June |
163,477,737 | 163,477,737 |
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Banks (*) | 320,047,917 | 82,328,216 |
| - Demand deposits |
270,223 | 4,819,801 |
| - Time deposits (less than 3 months) |
319,777,694 | 77,508,415 |
| 320,047,917 | 82,328,216 |
(*) As of 30 June 2024, the Group's overnight time deposits are 51% in TRL, 4% in USD and 3% 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 30 June 2024 (31 December 2023: None).
Cash and cash equivalents included in the cash flow statements in 30 June 2024, 30 June 2023, 31 December 2023 and 31 December 2022 are as follows:
| 30 June 2024 | 31 December 2023 | 30 June 2023 | 31 December 2022 | |
|---|---|---|---|---|
| Cash and cash equivalents | 320,047,917 | 82,328,216 | 1,247,872,758 | 1,354,597,453 |
| Interest accruals(-) | (1,050,257) | (79,702) | (15,100,948) | (7,770,671) |
| Total | 318,997,660 | 82,248,514 | 1,232,771,810 | 1,346,826,782 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
The summary on short and long-term bank borrowings is as follows:
| Short-term portion of | ||
|---|---|---|
| long-term borrowings: | 30 June 2024 |
31 December 2023 |
| Short-term portion of long-term bank borrowings | ||
| from third parties | 125,683,819 | 146,203,759 |
| Lease liabilities from | ||
| third parties | 2,606,424 | 861,855 |
| Lease liabilities | ||
| from related parties | 1,154,966 | 257,028 |
| 129,445,209 | 147,322,642 | |
| Long-term borrowings: | 30 June 2024 |
31 December 2023 |
| Long-term bank borrowings | ||
| from third parties | 613,600,660 | 775,004,476 |
| Lease liabilities from | ||
| third parties | 51,588,471 | 42,085,135 |
| Lease liabilities | ||
| from related parties | 297,746 | 371,392 |
| 665,486,877 | 817,461,003 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
Details of the bank borrowings as of 30 June 2024 and 31 December 2023 are as follows:
| 30 June 2024 |
|||
|---|---|---|---|
| Interest rate | Original | ||
| per annum (%) | currency | TRY | |
| Short-term portion of long-term | |||
| bank borrowings: | |||
| - EUR denominated bank borrowings |
Libor+0.65 - 0.80 |
3,571,405 | 125,683,819 |
| Long term bank borrowings: | |||
| - EUR denominated bank borrowings |
Libor+0.65 - 0.80 |
17,435,948 | 613,600,660 |
| Total bank borrowings | 739,284,479 | ||
| 31 December 2023 | |||
| Interest rate | Original | ||
| per annum (%) | currency | TRY | |
| Short-term portion of long-term | |||
| bank borrowings: | |||
| - EUR denominated bank borrowings |
Libor+0.65 - 0.80 |
3,591,865 | 146,203,759 |
| Long term bank borrowings: | |||
| - EUR denominated bank borrowings |
Libor+0.65 - 0.80 |
19,039,943 | 775,004,476 |
The redemption schedule of long-term bank borrowings as of 30 June 2024 and 31 December 2023 is as follows:
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| In 2 years | 112,894,569 | 130,578,412 |
| In 3 years |
112,894,569 | 130,578,412 |
| In 4 years | 112,894,569 | 130,578,412 |
| More than 5 years | 274,916,953 | 383,269,240 |
| 613,600,660 | 775,004,476 |
As of 30 June 2024 and 31 December 2023, the Group's financial liabilities with floating interest rates is as follows:
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Financial borrowings with fixed floating rates | 739,284,479 | 921,208,235 |
| 739,284,479 | 921,208,235 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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 30 June 2024, the remaining credit limit of the Group in banks is TRY 6,897,145,331 (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 30 June 2024 and 2023 is as follows:
| 2024 | 2023 | |
|---|---|---|
| 1 January | 921,208,235 | 1,068,975,267 |
| Payments | (68,482,701) | (62,827,594) |
| Interest accruals | 14,809,398 | 16,386,426 |
| Unrealized exchange rate difference | 54,423,072 | 341,300,769 |
| Monetary Gain/(Loss) | (182,673,525) | (196,322,650) |
30 June 739,284,479 1,167,512,218
The reconciliation of the net financial borrowings as of 30 June 2024 and 31 December 2023 are as follows:
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Cash and cash equivalents (Note 4) | 320,047,917 | 82,328,216 |
| Short-term borrowings | (125,683,819) | (146,203,759) |
| Long-term borrowings | (613,600,660) | (775,004,476) |
| Short-term lease liabilities | (3,761,390) | (1,118,883) |
| Long-term lease liabilities | (51,886,217) | (42,456,527) |
| Net financial (liability)/assets | (474,884,169) | (882,455,429) |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| Long and short-term borrowings |
Lease liabilities |
Cash and cash equivalent |
Net financial (asset)/liabilities |
|
|---|---|---|---|---|
| 1 January 2024 | 921,208,235 | 43,575,410 | (82,328,216) | 882,455,429 |
| Cash flow effect Foreign currency adjustment |
(68,482,700) 54,423,071 |
12,255,638 - |
(250,154,471) (11,358,461) |
(306,381,533) 43,064,610 |
| Interest accruals | 14,809,398 | 5,106,802 | (970,555) | 18,945,645 |
| Monetary Gain/(Loss) 30 June 2024 |
(182,673,525) 739,284,479 |
(5,290,243) 55,647,607 |
24,763,786 (320,047,917) |
(163,199,982) 474,884,169 |
| Long and short-term borrowings |
Lease liabilities |
Cash and cash equivalent |
Net financial (asset)/liabilities |
|
| 1 January 2023 | 1,068,975,268 | 32,513,493 | (1,354,597,453) | (253,108,692) |
| Cash flow effect | (62,827,594) | (2,564,420) | (120,985,978) | (186,377,992) |
| Foreign currency adjustment Interest accruals Monetary Gain/(Loss) |
341,300,769 16,386,426 (196,322,651) |
- 2,896,399 (5,826,954) |
235,040,950 (14,857,654) 7,527,377 |
576,341,719 4,425,171 (194,622,228) |
Details of the lease liabilities as of 30 June 2024 and 31 December 2023 are as follows:
| 30 June 2024 | |||
|---|---|---|---|
| Interest rate | Original | ||
| per annum (%) | Currency | TRY | |
| Short-term portion of long-term lease liabilities: | |||
| TRY denominated lease borrowings | |||
| from third parties | 18,79 – 22,55 | 2,606,424 | 2,606,424 |
| TRY denominated lease liabilities | |||
| from related parties | 18,00 | 1,154,966 | 1,154,966 |
| Total short-term portion of long-term | |||
| lease liabilities: | 3,761,390 | ||
| Long-term lease liabilities: | |||
| TRY denominated lease liabilities | |||
| from third parties | 18,79 – 22,55 | 51,588,471 | 51,588,471 |
| TRY denominated lease liabilities | |||
| from related parties | 18,00 | 297,746 | 297,746 |
| Total long-term lease liabilities | 51,886,217 | ||
| Total lease liabilities | 55,647,607 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| 31 December 2023 | |||
|---|---|---|---|
| Interest rate | Original | ||
| per annum (%) | Currency | TRY | |
| Short-term portion of long-term lease liabilities: | |||
| TRY denominated lease liabilities | |||
| from third parties | 18,79 - 22,55 | 861,855 | 861,855 |
| TRY denominated lease liabilities | |||
| from related parties | 18,00 | 257,028 | 257,028 |
| Total short-term portion of long-term lease liabilities: |
1,118,883 | ||
| Long-term lease liabilities: | |||
| TRY denominated lease liabilities | |||
| from third parties | 18,79 - 22,55 | 42,085,135 | 42,085,135 |
| TRY denominated lease liabilities | |||
| from related parties | 18,00 | 371,392 | 371,392 |
| Total long-term lease liabilities | 42,456,527 | ||
| Total lease liabilities | 43,575,410 |
The movement of the lease liabilities as of 30 June 2024 and 2023 are as follows:
| 2024 | 2023 | |
|---|---|---|
| 1 January | 43,575,410 | 31,970,190 |
| Additions | 26,090,070 | 444,288 |
| Payments | (13,834,432) | (3,008,709) |
| Interest expense | 5,106,802 | 2,896,399 |
| Monetary Gain/(Loss) | (5,290,243) | (5,283,650) |
| 30 June |
55,647,607 | 27,018,518 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Trade receivables from third parties | 205,817,340 | 172,514,358 |
| Trade receivables from related party | 4,006 | 4,323 |
| 205,821,346 | 172,518,681 | |
| The average maturity of short-term trade receivables |
is 27 days as |
of 30 June 2024 |
| (31 December 2023: 27 days). |
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Trade payables to third parties Trade payables to related party |
1,804,805 73,846,830 |
1,328,335 86,404,147 |
| 75,651,635 | 87,732,482 | |
The average maturity of trade payables is 26 days as of 30 June 2024 (31 December 2023: 26 days).
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Investment expense accruals (*) |
- | 179,657,880 |
| Taxes and funds payable | 17,715,532 | 19,149,093 |
| Deposits and guarantees received | 799,223 | 860,883 |
| Other short-term payables | 10,488 | 168,374 |
| 18,525,243 | 199,836,230 |
(*) It includes the expense accruals allocated for the amount that has been finalized but not yet invoiced as of December 30, 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.
| 30 June 2024 | 31 December 2023 | |
|---|---|---|
| Other payables to related parties (*) | 437,000,000 | - |
| 437,000,000 | - |
(*) At the Company's Ordinary General Assembly held on April 18, 2024, it was decided to distribute a gross dividend of TRY 437,000,000, corresponding to 80.93% of the "Issued Capital", and to start dividend distribution on August 29, 2024 at the latest. In the financial statements dated June 30, 2024, the dividend amount that has not yet been distributed is shown under other payables to related parties.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
Movements of the property, plant and equipment for the periods ended 30 June 2024 and 2023 are as follows:
| 1 January 2024 | Additions | Transfers | Disposals | 30 June 2024 | |
|---|---|---|---|---|---|
| Cost | |||||
| Land and land improvements | 162,475,596 | - | - | - | 162,475,596 |
| Buildings | 63,575,284 | - | - | - | 63,575,284 |
| Wind turbines, transformer | |||||
| and switchyard | 8,017,398,584 | 1,019,992 | 203,382,496 | - | 8,221,801,072 |
| Motor vehicles | 4,051,348 | 15,238,658 | - | - | 19,290,006 |
| Furniture and fixtures | 171,357,531 | 556,355 | - | - | 171,913,886 |
| Construction in progress (*) | 989,631,981 | 910,925,058 | (203,644,609) | - | 1,696,912,430 |
| Special costs | 23,522,455 | - | 262,113 | - | 23,784,568 |
| Total cost | 9,432,012,779 | 927,740,063 | - | - | 10,359,752,842 |
| Accumulated depreciation | |||||
| Land and land improvements | (45,063,694) | (5,339,937) | - | - | (50,403,631) |
| Buildings | (12,861,847) | (639,932) | - | - | (13,501,779) |
| Wind turbines, transformer | |||||
| and switchyard | (2,878,910,834) | (204,497,339) | - | - | (3,083,408,173) |
| Motor vehicles | (3,332,648) | (1,657,467) | - | - | (4,990,115) |
| Furniture and fixtures | (71,552,504) | (4,584,236) | - | - | (76,136,740) |
| Special costs | (1,517,006) | (267,243) | - | - | (1,784,249) |
| Total accumulated depreciation | (3,013,238,533) | (216,986,154) | - | - | (3,230,224,687) |
Net book value 6,418,774,246 7,129,528,155 (*) Includes, Bursa Province Nilüfer District, Korubaşı Neighborhood of Nilüfer District in Bursa Province "Taşpınar Combined Renewable Electricity Generation Facility (Auxiliary Source Solar Power Plant Addition) Project" Phase 2 and Mersin Province. Mut District. Özlü and Gezende Neighborhood in Mut District of Mersin Province.
As of 30 June 2024, there are no capitalized borrowing costs in property, plant and equipment (30 June 2023: None). As of June 30, 2024, there were no mortgages on property, plant and equipment (June 30, 2023: None). The Group has no property, plant and equipment acquired through finance leases.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| 1 January 2023 | Additions | Transfers | Disposals | 30 June 2023 | |
|---|---|---|---|---|---|
| Cost | |||||
| Land and land improvements | 149,965,347 | 373,077 | - | - | 150,338,424 |
| Buildings | 63,575,284 | - | - | - | 63,575,284 |
| Wind turbines, transformer | |||||
| and switchyard | 7,202,209,851 | - | 20,645,596 | - | 7,222,855,447 |
| Motor vehicles | 3,968,613 | 66,741 | - | - | 4,035,354 |
| Furniture and fixtures | 168,382,966 | 1,426,749 | - | (66,904) | 169,742,811 |
| Construction in progress | 186,915,397 | 380,834,577 | (23,662,538) | - | 544,087,436 |
| Special costs | 23,321,897 | - | - | - | 23,321,897 |
| Other fixed assets | 12,935 | - | - | - | 12,935 |
| Total cost | 7,798,352,290 | 382,701,144 | (3,016,942) | (66,904) | 8,177,969,588 |
| Accumulated depreciation | |||||
| Land and land improvements | (35,569,842) | (4,699,324) | - | - | (40,269,166) |
| Buildings | (11,581,982) | (639,932) | - | - | (12,221,914) |
| Wind turbines, transformer | |||||
| and switchyard | (2,512,981,718) | (180,907,942) | - | - | (2,693,889,660) |
| Motor vehicles | (2,733,260) | (328,095) | - | - | (3,061,355) |
| Furniture and fixtures | (59,544,483) | (6,145,583) | - | 25,287 | (65,664,779) |
| Special costs | (983,490) | (266,071) | - | - | (1,249,561) |
| Other fixed assets | (12,935) | - | - | - | (12,935) |
| Total accumulated depreciation | (2,623,407,710) | (192,986,947) | - | 25,287 | (2,816,369,370) |
| Net book value | 5,174,944,580 | 5,361,600,218 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
Movements of the intangible assets for the periods ended 30 June 2024 and 2023 are as follows:
| 1 January 2024 | Additions | Transfers | Disposals | 30 June 2024 | |
|---|---|---|---|---|---|
| Cost | |||||
| Rights (*) | 30,472,963 | 206,220 | - | - | 30,679,183 |
| Licenses | 4,131,050,528 | 340,699 | - | - | 4,131,391,227 |
| Total cost | 4,161,523,491 | 546,919 | - | - | 4,162,070,410 |
| Accumulated amortization | |||||
| Rights | (6,228,519) | (1,108,965) | - | - | (7,337,484) |
| Licenses | (1,010,065,067) | (43,310,634) | - | - | (1,053,375,701) |
| Total accumulated amortization | (1,016,293,586) | (44,419,599) | - | - | (1,060,713,185) |
| Net book value | 3,145,229,905 | 3,101,357,225 | |||
| (*) As of 30 June 2024, 1,067,925 tons of carbon credit sales right was presented at Rights (30 June 2023: 543,278 tons). | |||||
| 1 January 2023 | Additions | Transfers | Disposals | 30 June 2023 | |
| Cost | |||||
| Rights | 24,057,036 | - | 3,016,942 | (2,355,241) | 24,718,737 |
| Licenses | 4,131,030,135 | 20,393 | - | - | 4,131,050,528 |
| Total cost | 4,155,087,171 | 20,393 | 3,016,942 | (2,355,241) | 4,155,769,265 |
| Accumulated amortization | |||||
| Rights | (5,584,979) | (999,531) | - | 195,205 | (6,389,305) |
| Licenses | (921,776,904) | (43,310,587) | - | - | (965,087,491) |
| Total accumulated amortization | (927,361,883) | (44,310,118) | - | 195,205 | (971,476,796) |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| 1 January 2024 | Additions | Disposals | 30 June 2024 | |
|---|---|---|---|---|
| Cost: | ||||
| Land | 96,149,320 | 61,416,346 | - | 157,565,666 |
| Motor vehicles | 2,049,211 | 8,923,081 | - | 10,972,292 |
| Offices | 10,434,981 | 5,432,128 | - | 15,867,109 |
| 108,633,512 | 75,771,555 | - | 184,405,067 | |
| Accumulated amortization: | ||||
| Land | (11,326,032) | (2,254,064) | - | (13,580,096) |
| Motor vehicles | (2,049,211) | (1,985,704) | - | (4,034,915) |
| Offices | (3,518,245) | (723,277) | - | (4,241,522) |
| (16,893,488) | (4,963,045) | - | (21,856,533) | |
| Net book value | 91,740,024 | 162,548,534 | ||
| 1 January 2023 | Additions | Disposals | 30 June 2023 | |
| Cost: | ||||
| Land | 63,940,710 | 6,744,484 | - | 70,685,194 |
| Motor vehicles | 2,049,211 | - | - | 2,049,211 |
| Offices | 10,434,981 | - | - | 10,434,981 |
| 76,424,902 | 6,744,484 | - | 83,169,386 | |
| Accumulated amortization: | ||||
| Land | (7,037,878) | (1,072,038) | - | (8,109,916) |
| Motor vehicles | (2,049,211) | - | - | (2,049,211) |
| Offices | (2,256,901) | (31,534) | - | (2,288,435) |
| (11,343,990) | (1,103,572) | - | (12,447,562) | |
| Net book value | 65,080,912 | 70,721,824 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Provision for lawsuit | 575,816 | 1,180,303 |
| 575,816 | 1,180,303 |
Collateral, Pledge and Mortgage ("CPM") positions as of 30 June 2024 and 31 December 2023 are presented below:
| 30 June 2024 | TRY equivalent | TRY | EUR |
|---|---|---|---|
| A, GPM's given for companies own legal personality | |||
| - Guarantee (1) | 323,425,227 | 90,034,359 | 6,643,937 |
| - 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 | 323,425,227 | 90,034,359 | 6,643,937 |
| 31 December 2023 | TRY equivalent | TRY | EUR |
|---|---|---|---|
| A, GPM's given for companies own legal personality | |||
| - Guarantee (1) | 409,251,482 | 114,761,375 | 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 409,251,482 114,761,375 7,247,931
(1) Represents the guarantee letters provided. The Group provided guarantee letters to the Energy Market Regulation Authority and financial institutions.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
The details of these guarantee letters are as follows:
| 30 June 2024 | 31 December 2023 | |||
|---|---|---|---|---|
| Original | TRY | Original | TRY | |
| currency | equivalent | currency | equivalent | |
| Letter of guarantees - TRY | 90,034,359 | 90,034,359 | 114,761,375 | 114,761,375 |
| Letter of guarantees - EUR | 6,643,937 | 233,390,868 | 7,247,931 | 294,490,107 |
| Total | 323,425,227 | 409,251,482 |
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:
| 30 June 2024 | 31 December 2023 | |||
|---|---|---|---|---|
| Original | TRY | Original | TRY | |
| currency | equivalent | currency | equivalent | |
| Guarantee letter – TRY | 303,728,254 | 303,728,254 | 435,597,168 | 435,597,168 |
| Guaranteed bill - TRY | 2,158,880 | 2,158,880 | 12,473 | 12,473 |
| Total | 305,887,134 | 435,609,641 |
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Provision for unused vacation | 9,793,108 | 7,015,324 |
| 9,793,108 | 7,015,324 |
The movements of the provisions for the unused vacations is as follows:
| 2024 | 2023 | |
|---|---|---|
| 1 January | 7,015,324 | 4,018,826 |
| Period cost | 4,168,907 | 2,843,229 |
| Payments related to the provision | - | (33,511) |
| Monetary Gain/(Loss) | (1,391,123) | (663,485) |
| 30 June |
9,793,108 | 6,165,059 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Provisions for employment termination benefits | 10,430,903 | 11,566,535 |
| 10,430,903 | 11,566,535 |
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 30 June 2024, the maximum amount payable equivalent to one month of salary is TRY 41,828.42 (31 December 2023: TRY 35,058.58) for each year of service. The retirement pay provision ceiling TRY 41,828.42 which is effective from 1 July 2024, 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 30 June 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 25% (1) (31 December 2023: 10.60%), inflation rate is applied as 6% (31 December 2023: 9.90%) and increase in wages applied as 22% (31 December 2023: 9.90%) in the calculation (2) .
Age of retirement is based on considering the Group's historical average age of retirement;
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
The movement of provision for employment termination benefits within the period is as follows:
| 2024 | 2023 | |
|---|---|---|
| 1 January | 11,566,535 | 8,381,132 |
| Service cost | 347,270 | 546,170 |
| Interest cost | 1,120,404 | 365,363 |
| Severance payment (-) | (309,688) | (971,952) |
| Actuarial loss/(gain) | - | 1,884,293 |
| Monetary Gain/(Loss) | (2,293,618) | (1,383,678) |
| 30 June |
10,430,903 | 8,821,328 |
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Social security premiums payable | 1,417,937 | 1,561,269 |
| Payables to personnel | 47,698 | 10,184,839 |
| 1,465,635 | 11,746,108 |
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Prepaid expenses (**) | 7,720,401 | 33,162,747 |
| Advances given | 5,622,657 | 2,168,980 |
| 13,343,058 | 35,331,727 |
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Advances given (*) | 231,693,516 | 975,957,459 |
| Prepaid expenses (**) | 98,985,727 | 87,924,283 |
| 330,679,243 | 1,063,881,742 |
(*) As of June 30, 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.
(**) The corresponding balances of TRY 3,556,521 in short-term prepaid expenses and TRY 58,432,712 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.
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Job advances | 358,007 | 213,477 |
| Other | 498,233 | 423,624 |
| 856,240 | 637,101 |
(Amount expressed in Turkish Lira ("TRY") unless otherwise indicated.)
| 30 June 2024 |
31 December 2023 | |||||
|---|---|---|---|---|---|---|
| Notional Amount |
Currency | Fair value asset |
Notional amount |
Currency | Fair value asset |
|
| Cross currency and interest swap (*) | 233,390,868 | TRY | 103,819,376 | 210,262,502 | TRY | 133,521,577 |
| 103,819,376 | 133,521,577 |
(*) 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 6,643,937 (TRY 233,390,868) with equal principal repayment every 6 months.
(Amount expressed in Turkish Lira ("TRY") unless otherwise indicated.)
The ultimate shareholders of the Group are Aydın Doğan and Doğan Family (Işıl Doğan, Arzuhan Yalçındağ, Vuslat Sabancı, Hanzade V, Doğan Boyner and Y, Begümhan Doğan Faralyalı). The shareholders of the Group and the historical values of shares in equity at 30 June 2024 and 31 December 2023 are as follows:
| Shareholder | Share (%) | 30 June 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 | 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 161,769,055 shares corresponding to 29.95% of Galata Wind's capital are outstanding as of 5 September 2024 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).
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.
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Share premiums | 18,377,528 | 18,377,528 |
| Total | 18,377,528 | 18,377,528 |
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.
(Amount expressed in Turkish Lira ("TRY") unless otherwise indicated.)
The details of restricted reserves as of 30 June 2024 and 31 December 2023 as follows:
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Restricted Reserves | 340,533,338 | 288,043,533 |
| Total | 340,533,338 | 288,043,533 |
The Group's actuarial losses of defined benefit plan that aren't reclassified in accumulated other comprehensive income and expenses are summarized below:
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 7,601,504 (December 31, 2023: TRY 7,601,504 valuation losses).
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:
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.
(Amount expressed in Turkish Lira ("TRY") unless otherwise indicated.)
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 TL 437,000,000 (indexed amount is TL 459,130,114) at the rate of 80.93% of the "Issued Capital" and to commence dividend distribution on August 29, 2024 at the latest.
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 | 4,775,564,839 | 3,045,081,628 | 1,730,483,211 |
| Share Premiums/Discounts | - | 18,377,528 | (18,377,528) |
| Restricted Reserves | 398,966,339 | 340,533,336 | 58,433,003 |
(Amount expressed in Turkish Lira ("TRY") unless otherwise indicated.)
| 1 January - | 1 April - | 1 January - | 1 April - 30 June 2023 |
|---|---|---|---|
| 363,436,858 | |||
| 73,976,987 | |||
| 8,919,079 | |||
| 42,120 | |||
| 977,417,213 | 451,613,545 | 1,076,975,776 | 446,375,044 |
| 30 June 2024 865,458,593 111,869,967 - 88,653 |
30 June 2024 382,909,611 68,640,307 - 63,627 |
30 June 2023 903,424,543 116,852,455 56,617,264 81,514 |
(*) 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 June 30, 2024 (June 30, 2023: 269,738 tons).
| 1 January - 30 June 2024 |
1 April - 30 June 2024 |
1 January - 30 June 2023 |
1 April - 30 June 2023 |
|
|---|---|---|---|---|
| General production expenses | (142,221,631) | (76,210,044) | (160,071,440) | (78,516,978) |
| Service and maintenance expenses (*) | (67,983,071) | (34,937,248) | (61,941,105) | (31,053,358) |
| Distribution and system usage fees (**) | (74,238,560) | (41,272,796) | (98,130,335) | (47,463,620) |
| Amortization and depreciation expense | (264,242,073) | (144,206,725) | (234,329,594) | (115,668,264) |
| Insurance expenses | (11,873,254) | (7,582,414) | (9,176,042) | (6,917,551) |
| Personnel expenses | (10,779,971) | (5,660,692) | (10,921,082) | (5,768,447) |
| Security expenses | (11,826,444) | (5,676,648) | (8,364,609) | (4,024,643) |
| Consultancy expenses | (5,265,730) | (4,828,777) | (5,967,382) | (602,861) |
| Other | (7,609,396) | (3,235,936) | (11,375,107) | (6,608,156) |
| Cost of sales | (453,818,499) | (247,401,236) | (440,205,256) | (218,106,900) |
| Gross profit | 523,598,714 | 204,212,309 | 636,770,520 | 228,268,144 |
(*) Includes annual maintenance expenses for turbines.
(**) Distribution and system usage fees paid based on the annual generation at the tariff defined by EMRA.
(Amount expressed in Turkish Lira ("TRY") unless otherwise indicated.)
| 1 January - 30 June |
1 April - 30 June |
1 January - 30 June |
1 April - 30 June |
|
|---|---|---|---|---|
| 2024 | 2024 | 2023 | 2023 | |
| Personnel expenses | (28,541,304) | (13,163,129) | (18,837,938) | (8,301,593) |
| Consultancy expenses | (21,223,390) | (8,331,359) | (4,168,687) | (1,366,735) |
| Rent expenses | (2,835,486) | (1,059,378) | (2,899,112) | (1,401,259) |
| Transportation expenses | (1,633,400) | (475,096) | (2,078,054) | (1,804,568) |
| Depreciation and amortization expenses | (1,334,108) | (540,941) | (1,101,616) | (628,373) |
| Various taxes | (129,674) | (83,598) | (96,453) | (34,127) |
| Other | (3,563,109) | (1,717,742) | (2,220,616) | (1,409,880) |
(59,260,471) (25,371,243) (31,402,476) (14,946,535) (*) Consists of foreign investment and holding financial consultancy expenses.
| 1 January - 30 June 2024 |
1 April - 30 June 2024 |
1 January - 30 June 2023 |
1 April - 30 June 2023 |
|
|---|---|---|---|---|
| Personnel expenses | (9,702,576) | (4,725,046) | (6,409,148) | (3,306,868) |
| Consultancy expenses | (4,555,603) | (2,596,876) | (4,150,403) | (3,332,785) |
| Transportation expenses | (476,835) | (178,958) | (823,277) | (739,947) |
| Depreciation and amortization expenses | (792,617) | (402,156) | (436,520) | (242,206) |
| Other | (988,748) | (394,324) | (569,264) | (341,425) |
| (16,516,379) | (8,297,360) | (12,388,612) | (7,963,231) |
Expenses are presented functionally for the periods ended 30 June 2024 and 2023, the details are given in Note 17 and Note 18.
(Amount expressed in Turkish Lira ("TRY") unless otherwise indicated.)
| 1 January - 30 June 2024 |
1 April - 30 June 2024 |
1 January - 30 June 2023 |
1 April - 30 June 2023 |
|
|---|---|---|---|---|
| Foreign exchange loss from operating activities | 18,795,418 | 324,573 | 235,422,863 | 219,859,896 |
| Interest income | 21,660,079 | 17,860,735 | 119,907,173 | 69,314,868 |
| Late interest income | 1,453 | 172 | 597,854 | 3,171 |
| Other | 7,278,936 | 7,061,964 | 8,594,295 | 7,903,950 |
| 47,735,886 | 25,247,444 | 364,522,185 | 297,081,885 |
| 1 January - 30 June 2024 |
1 April - 30 June 2024 |
1 January - 30 June 2023 |
1 April - 30 June 2023 |
|
|---|---|---|---|---|
| Foreign exchange loss from operating activities | (7,616,957) | (6,959,178) | (381,913) | (90,984) |
| Donation and grants (*) | (2,666,958) | (1,774,670) | (5,849,389) | (2,416,189) |
| Lawsuit provision | 397,503 | (18,794) | (118,141) | 11,168 |
| Other | (1,442) | - | (92,774) | (55,099) |
(9,887,854) (8,752,642) (6,442,217) (2,551,104) (*) Includes donations and aids amounting to TRY 2,972,171 made for the earthquake disaster that occurred in our country on February 6, 2023.
| 1 January - 30 June 2024 |
1 April - 30 June 2024 |
1 January - 30 June 2023 |
1 April - 30 June 2023 |
|
|---|---|---|---|---|
| Foreign exchange (loss)/gain from bank borrowings, | ||||
| net | (59,453,335) | (6,658,689) | (345,181,952) | (303,863,972) |
| Interest expense on bank borrowings | (18,217,831) | (8,626,702) | (20,535,017) | (11,809,448) |
| Derivative transaction income / (expense) | 7,493,458 | (419,437) | 120,889,635 | 114,148,370 |
| Bank commission expenses | (1,809,926) | (880,022) | (2,324,768) | (1,098,318) |
| Other | (9,759,371) | (5,615,896) | (1,497,641) | (68,685) |
| (81,747,005) | (22,200,746) | (248,649,743) | (202,692,053) |
(Amount expressed in Turkish Lira ("TRY") unless otherwise indicated.)
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Current income tax expense | 40,612,367 | 175,747,648 |
| Less: Prepaid taxes | - | (143,411,837) |
| Total tax (liabilities)/ asset | 40,612,367 | 32,335,811 |
Corporate tax is payable on the total income of the Group after adjusting for certain disallowable expenses, corporate income tax exemptions (exemption for participation in subsidiaries, etc.) and corporate income tax deductions (such as research and development expenditures deduction). No further tax is payable unless there is dividend distribution.
Companies calculate corporate tax quarterly at the rate of 25% over their corporate income and these amounts are disclosed by the end of 14th day and paid by the end of the 17th day of the second month following each calendar quarter-end, Advance taxes paid in the period are offset against the following period's corporate tax liability, If there is an outstanding advance tax balance as a result of offsetting, the related amount may either be refunded in cash or used to offset against for other payables to the government.
Provisional tax with the "Law on the Establishment of Additional Motor Vehicle Tax and Amendments to Certain Laws and the Decree Law No. 375 for the Compensation of Economic Losses Caused by the Earthquakes Occurring on 6/2/2023" published in the Official Gazette dated 15 July 2023 and numbered 32249. and the corporate tax rate has been increased to 25% (30% for Banks and Other Financial Institutions). This rate has been decided to be applied to provisional and corporate tax declarations submitted after October 1, 2023 (2022: 23%). Article 35 of Law No, 7256 and Corporate Tax Law With the provision added to Article 32, it is stated that the corporations whose shares are offered to the public at a rate of at least 20% for the first time in Borsa Istanbul Equity Market will be offered with a discount of 2 points for the corporate tax rate for 5 accounting periods, starting from the accounting period in which they are first offered to the public. As of 31 December 2023, the company's corporate tax rate has been calculated over 23%. As per this law, deferred tax assets and obligations were calculated in the financial statements dated 31 December 2023, applying a tax rate of 25% for temporary differences' portion.
In Turkey there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns within the 25th of the fourth month following the close of the financial year to which they relate.
Tax authorities can review accounting records within five years and if they determine any errors on the accounting records, tax payable can be reassessed as a result of another tax assessment.
The Group recognizes deferred tax assets and liabilities based on temporary differences between its financial statements prepared in accordance with Turkish Financial Reporting Standards. The temporary differences arise from the accounting treatment in different reporting periods based on the applicable tax laws and the transfer of financial losses.
Deferred taxes are calculated on temporary differences that are expected to be realized or settled based on taxable income in future years using the liability method at tax rates enacted at the statement of financial position date as disclosed in the table and explanations above.
Deferred tax assets and liabilities are presented net in the Group's consolidated financial statements asthey are also presented net in the financial statements of the subsidiaries, each of which is an individual taxpayer. Temporary differences, deferred tax assets and deferred tax liabilities are presented in the table below on the basis of gross amounts.
(Amount expressed in Turkish Lira ("TRY") unless otherwise indicated.)
The composition of cumulative temporary differences and the related deferred tax assets and liabilities in respect of items for which deferred tax has been provided at 30 June 2024 and 31 December 2023 using the enacted tax rates are as follows.
| Cumulative temporary differences | Deferred tax assets / (liabilities) | |||
|---|---|---|---|---|
| 30 June 2024 | 31 December 2023 | 30 June 2024 | 31 December 2023 | |
| Net differences between the | ||||
| tax base and carrying values of | ||||
| property, plant and equipment | 5,612,708,878 | 5,202,373,257 | (1,403,177,220) | (1,300,593,314) |
| Lease liabilities | (55,647,606) | (43,575,409) | 13,911,902 | 10,893,852 |
| Right of use asset | 162,548,536 | 9,407,333 | (40,637,134) | (2,351,833) |
| Derivative instrument | 103,819,376 | 120,540,654 | (25,954,844) | (30,135,164) |
| Exchange rate effects on | ||||
| monetary liabilities | (1,306,761) | (1,628,978) | 326,690 | 407,244 |
| Provision for employment | ||||
| termination benefits | (10,430,903) | (3,091,101) | 2,607,726 | 772,775 |
| Provision for lawsuit | (575,816) | 1,180,302 | 143,954 | (295,076) |
| Other | (72,627,586) | 61,149,584 | 18,156,896 | (15,287,395) |
| Deferred tax | ||||
| asset / (liabilities), net | (1,434,622,030) | (1,336,588,911) |
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 30 June 2024 and 2023 are as follows:
| Deferred tax liability | 2024 | 2023 |
|---|---|---|
| Opening balance as of 1 January | (1,336,588,911) | (1,205,315,266) |
| Recognised under profit or loss statement | (98,033,119) | (202,698,073) |
| Closing balance as of 30 June |
(1,434,622,030) | (1,408,013,339) |
(Amount expressed in Turkish Lira ("TRY") unless otherwise indicated.)
The taxes on income reflected to statement of profit or loss for the periods ended 30 June 2024 and 2023 are summarized below:
| 1 January- | 1 April- | 1 January- | 1 April | |
|---|---|---|---|---|
| 30 June | 30 June | 30 June | 30 June | |
| 2024 | 2024 | 2023 | 2023 | |
| Income tax expense | (81,243,848) | (44,254,437) | (90,213,499) | (29,641,163) |
| Deferred tax (expense)/income | (98,033,119) | (16,870,924) | (202,698,073) | (7,665,722) |
| Total tax expense | (179,276,967) | (61,125,361) | (292,911,572) | (37,306,885) |
The reconciliation of the taxation on income in the statement of profit or loss for periods ended 30 June 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:
| 30 June 2024 | 30 June 2023 | |
|---|---|---|
| Profit before tax | 595,777,813 | 580,552,919 |
| Tax rate of 25% (30 June 2023: 25%) | (148,944,453) | (145,138,230) |
| Exceptions and deductions | 10,903,578 | 3,188,229 |
| Effect of tax rate changes | (5,811,854) | (8,225,740) |
| Non-deductible expenses | (989,524) | (1,410,297) |
| Tax base increase expenses | (2,532,465) | - |
| Inflation accounting effects (*) | (34,600,200) | (141,726,837) |
| Other | 2,697,951 | 401,303 |
Tax expense recognized in statement of profit or loss (179,276,967) (292,911,572) (*) 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.
As of the date of consolidated statement of financial position, due from and to related parties and related party transactions for the periods ending 30 June 2024 and 31 December 2023 are disclosed below:
(Amount expressed in Turkish Lira ("TRY") unless otherwise indicated.)
| 30 June 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) | - | - | 1,669,852 | - | - | 1,065,176 |
| Suzuki Motorlu Araçlar Pazarlama A.Ş. | - | - | 107,460 | - | - | 131,429 |
| D-Market Elektronik Hizm,Tic A.Ş. (2) | - | - | 8,790 | - | - | 11,173 |
| Doğan Trend | - | - | 13,889 | - | - | 113,210 |
| Doğan Tempus Bilişim Teknolji Reklam ve Matbaa Hizmetleri A.Ş. | - | - | - | - | - | 1,407 |
| Karel İletişim Hizmetleri A.Ş. | - | - | 4,814 | - | - | 5,940 |
| Gökova Elektrik Üretim ve Ticaret A.Ş. | - | - | - | 935 | - | - |
| Boyabat Elektrik Üretim ve Ticaret A.Ş. | 2,003 | - | - | 1,694 | - | - |
| Aslancık Elektrik Üretim A.Ş. | 2,003 | - | - | 1,694 | - | - |
| 4,006 | - | 1,804,805 | 4,323 | - | 1,328,335 |
(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,
(Amount expressed in Turkish Lira ("TRY") unless otherwise indicated.)
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Değer Merkezi Hizmetler ve | ||
| Yönetim Danışmanlığı A.Ş. (*) | 1,154,966 | 257,028 |
| 1,154,966 | 257,028 | |
| (*) Represents the lease liabilities recognised in accordance with TFRS 16 standard. |
||
| Long-term lease liabilities to related parties: | ||
| 30 June 2024 |
31 December 2023 | |
| Değer Merkezi Hizmetler ve | ||
| Yönetim Danışmanlığı A.Ş. (*) | 297,746 | 371,392 |
| 297,746 | 371,392 |
(*) Represents the lease liabilities recognised in accordance with TFRS 16 standard.
(Amount expressed in Turkish Lira ("TRY") unless otherwise indicated.)
| 1 January – 30 June 2024 |
1 April – 30 June 2024 |
|||||
|---|---|---|---|---|---|---|
| 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) | 10,619,584 | - | - | 5,443,132 | - | - |
| Suzuki Motorlu Araçlar Pazarlama A.Ş. | 675,650 | - | - | 335,138 | - | - |
| Doğan Trend Otomotiv Ticaret Hizmetve Teknoloji A.Ş. | 438,349 | - | - | 177,259 | - | - |
| D-Market Elektronik Hizm.Tic A.Ş. | 393,065 | - | - | 308,752 | - | - |
| Otomobilite Motorlu Araçlar Ticaret A.Ş. | 14,817,428 | - | - | 485,632 | - | - |
| Other | - | (16,913) | - | - | (14,057) | - |
| 26,944,076 | (16,913) | - | 6,749,913 | (14,057) | - |
(1) Financial, legal, information technology and other consultancy service purchases and overhead bills such as vehicle and office rent, cleaning, heating and building maintenance.
| 1 January – 30 June 2023 |
1 April – 30 June 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) | 3,670,509 | - | - | 1,823,450 | - | - |
| Doğan Burda Dergi Yayıncılık ve Pazarlama A.Ş. | 1,153,991 | - | - | 1,153,991 | - | - |
| Suzuki Motorlu Araçlar Pazarlama A.Ş. | 766,410 | - | - | 471,460 | - | - |
| Doğan Trend Otomotiv Ticaret Hizmetve Teknoloji A.Ş. | 661,366 | - | - | 389,790 | - | - |
| Aytemiz Akaryakıt Dağıtım. A.Ş. | 460,723 | - | - | 258,484 | - | - |
| D-Market Elektronik Hizm.Tic A.Ş. | 255,388 | - | - | 134,560 | - | - |
| Other | - | 9,534 | - | - | 5,577 | - |
| 6,968,387 | 9,534 | - | 4,231,735 | 5,577 | - |
(1) Financial, legal, information technology and other consultancy service purchases and overhead bills such as vehicle and office rent, cleaning, heating and building maintenance.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
The key management team of the Group is made up of members of the Board of Directors, General Manager, Deputy General Manager and directors. Benefits provided for the key management members within the period are as the follows:
| 1 January - 30 June 2024 |
1 April - 30 June 2024 |
1 January - 30 June 2023 |
1 April - 30 June 2023 |
|
|---|---|---|---|---|
| Salaries and other short term benefits | 10,149,838 | 5,067,550 | 6,942,296 | 3,481,394 |
| 10,149,838 | 5,067,550 | 6,942,296 | 3,481,394 |
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: |
30 June 2024 |
31 December 2023 |
|---|---|---|
| Investment funds and other short term financial investments |
14,616,059 | 110,129,396 |
| Total | 14,616,059 | 110,129,396 |
| 30 June 2024 |
31 December 2023 | |||
|---|---|---|---|---|
| TRY | % | TRY | % | |
| Enerji Piyasaları İşletme A.Ş. | 609,374 | <1 | 609,374 | <1 |
| 609,374 | 609,374 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| 1 January - 30 June 2024 |
1 April - 30 June 2024 |
1 January - 30 June 2023 |
1 April - 30 June 2023 |
|
|---|---|---|---|---|
| Net profit for the period attributable to equity | ||||
| holders of the Parent Company | 416,500,846 | 190,309,692 | 287,641,347 | 240,566,564 |
| Weighted average number of shares with | ||||
| face value of TRY 1 each | 540,000,000 | 540,000,000 | 540,000,000 | 540,000,000 |
| Earning per Share | 0.771 | 0.352 | 0.533 | 0.445 |
The Group's activities expose it to a variety of financial risks; these risks are credit risk, market risk including the effects of changes in debt and equity market prices, foreign currency exchange rates, fair value interest rate risk and cash flow interest rate risk, and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments in a limited manner to hedge these exposures.
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.
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Foreign currency assets | 152,196,676 | 167,307,720 |
| Foreign currency liabilities | (791,512,535) | (937,311,453) |
| (639,315,859) | (770,003,733) |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
The table below summarizes the foreign currency position risk of the Group as of 30 June 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:
| 30 June 2024 | |||||
|---|---|---|---|---|---|
| TRY Equivalent (Functional |
|||||
| currency) | USD | EUR | |||
| 1. | Trade receivables | - | - | - | |
| 2a. | Monetary financial assets | 152,196,676 | 3,454,877 | 1,104,127 | |
| 2b. | Non-monetary financial assets | - | - | - | |
| 3. | Other | - | - | - | |
| 4. | Current assets (1+2+3) | 152,196,676 | 3,454,877 | 1,104,127 | |
| 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) | 152,196,676 | 3,454,877 | 1,104,127 | |
| 10. | Trade payables | 52,228,056 | 38,425 | 1,448,195 | |
| 11. | Financial liabilities | 125,683,819 | - | 3,571,405 | |
| 12a. | Other monetary liabilities | - | - | - | |
| 12b. | Other non-monetary liabilities | - | - | - | |
| 13. | Short term liabilities (10+11+12) | 177,911875 | 38,425 | 5,019,600 | |
| 14. | Trade payables | - | - | - | |
| 15. | Monetary liabilities | 613,600,660 | - | 17,435,948 | |
| 16a. | Other monetary liabilities | - | - | - | |
| 16b. | Other non-monetary liabilities | - | - | - | |
| 17. | Long term liabilities (14+15+16) | 613,600,660 | - | 17,435,948 | |
| 18. | Total liabilities (13+17) | 791,512,535 | 38,425 | 22,455,548 | |
| 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) | (639,315,859) | 3,416,451 | (21,351,421) |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| 31 December 2023 | |||||
|---|---|---|---|---|---|
| TRY Equivalent (Functional |
|||||
| currency) | USD | EUR | |||
| 1, | Trade receivables | - | - | - | |
| 2a. | Monetary financial assets | 167,307,720 | 4,554,586 | 1,601 | |
| 2b. | Non-monetary financial assets | - | - | - | |
| 3. | Other | - | - | - | |
| 4. | Current assets (1+2+3) | 167,307,720 | 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) | 167,307,720 | 4,554,586 | 1,601 | |
| 10. | Trade payables | 16,103,218 | 437,756 | - | |
| 11. | Financial liabilities | 146,203,759 | - | 3,591,865 | |
| 12a. | Other monetary liabilities | - | - | - | |
| 12b. | Other non-monetary liabilities | - | - | - | |
| 13. | Short term liabilities (10+11+12) | 162,306,977 | 437,756 | 3,591,865 | |
| 14. | Trade payables | - | - | - | |
| 15. | Monetary liabilities | 775,004,476 | - | 19,039,943 | |
| 16a. | Other monetary liabilities | - | - | - | |
| 16b. | Other non-monetary liabilities | - | - | - | |
| 17. | Long term liabilities (14+15+16) | 775,004,476 | - | 19,039,943 | |
| 18. | Total liabilities (13+17) | 937,311,453 | 437,756 | 22,631,808 | |
| 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) | (770,003,733) | 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:
| 30 June |
2024 | 31 December 2023 | ||
|---|---|---|---|---|
| USD | EURO | USD | EURO | |
| 20% Appreciation | 22,470,205 | (150,278,562) | 15,395,547 | (90,226,180) |
| 20% Depreciation | (22,470,205) | 150,278,562 | (15,395,547) | 90,226,180 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
The Group is exposed to interest risk because of its interest generating liabilities. As of 30 June 2024 and 31 December 2023, the financial liabilities in the Group mainly consist of fixed rate borrowings.
| Interest rate position | 30 June 2024 |
31 December 2023 |
|---|---|---|
| Financial instruments with fixed rate | ||
| Financial assets | ||
| Banks (Note 4) | 319,777,694 | 77,508,415 |
| Financial investments (Note 24) | 14,616,059 | 110,129,396 |
| Lease liabilities (Note 5) | 55,647,607 | 43,575,410 |
| Financial instruments with floating rate | ||
| Bank borrowings (Note 5) | 739,284,479 | 921,208,235 |
As of 30 June 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 3,590,623 (31 December 2023: TRY 6,821,639) higher/lower, mainly as a result of additional interest expense on floating rate borrowings.
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
30 June 2024
| Trade receivables | Other receivables | |||||
|---|---|---|---|---|---|---|
| Third | Related | Third | Related | Cash on | ||
| party | party | party | party | deposit | ||
| Maximum net credit risk as of 30 June 2024 The part of maximum risk under guarantee with collateral |
205,817,340 - |
4,006 - |
629,953 - |
- - |
320,047,917 - |
|
| A, Net book value of financial assets that are either past due or not impaired -Secured portion by guarantees |
205,817,340 - |
4,006 - |
629,953 - |
- - |
320,047,917 - |
|
| 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, |
- | - | - | - | - |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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 | 172,514,358 | 4,323 | 807,587 | - | 82,328,215 | |
| The part of maximum risk under guarantee with collateral | - | - | - | - | - | |
| A, Net book value of financial assets that are either past due |
||||||
| or not impaired | 172,514,358 | 4,323 | 807,587 | - | 82,328,215 | |
| -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, |
- | - | - | - | - |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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 | ||||||
|---|---|---|---|---|---|---|
| 30 June 2024 | Book value | 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) | 739,284,479 | 782,154,719 | 50,726,320 | 69,662,358 | 492,251,808 | 169,514,233 |
| Lease liabilities (Note 5) | 55,647,607 | 547,124,641 | 5,877,169 | 14,459,798 | 66,189,408 | 460,598,266 |
| Trade payable to third parties | ||||||
| Third parties (Note 6) | 73,846,830 | 73,846,830 | 73,846,830 | - | - | - |
| Trade payables to related parties (Note 23) | 1,804,805 | 1,804,805 | 1,804,805 | - | - | - |
| Other payables to related parties (Note 7) | 437,000,000 | 437,000,000 | 437,000,000 | - | - | - |
| Other payables | ||||||
| To third parties (Note 7) | 18,525,243 | 18,525,243 | 18,525,243 | - | - | - |
| Payables related to | ||||||
| employee benefits (Note 12) | 1,465,635 | 1,417,937 | 1,417,937 | - | - | - |
| Total Liabilities | 1,327,574,599 | 1,861,874,175 | 589,198,304 | 84,122,156 | 558,441,216 | 630,112,499 |
| Total Contractual |
More than | |||||
|---|---|---|---|---|---|---|
| 31 December 2023 | 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) | 921,208,235 | 1,026,907,378 | 70,675,367 | 162,247,894 | 597,917,117 | 196,067,000 |
| Lease liabilities (Note 5) | 43,575,410 | 135,072,121 | 1,058,033 | 2,783,130 | 15,489,668 | 115,741,290 |
| Trade payable to third parties | ||||||
| Third parties (Note 6) | 86,404,147 | 86,404,147 | 86,404,147 | - | - | - |
| Trade payables to related parties (Note 23) | 1,328,335 | 1,328,335 | 1,328,335 | - | - | - |
| Other payables | ||||||
| To third parties (Note 7) | 199,836,230 | 199,836,230 | 199,836,230 | - | - | - |
| Payables related to | ||||||
| employee benefits (Note 12) | 11,746,108 | 1,561,269 | 1,561,269 | - | - | - |
| Total Liabilities | 1,264,098,465 | 1,451,109,480 | 360,863,381 | 165,031,024 | 613,406,785 | 311,808,290 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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:
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.
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
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:
Based on the fair value hierarchy, the Group's financial assets and liabilities are categorized as follows:
| Fair value level as of reporting date | ||||
|---|---|---|---|---|
| 30 June |
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) | 118,435,435 | - | 118,435,435 | - |
| Fair value difference other comprehensive | ||||
| financial reflected in the income statement | ||||
| assets | ||||
| Total | 118,435,435 | - | 118,435,435 | - |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
| 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) | 243,650,973 | - | 243,650,973 | - | |
| Fair value difference other comprehensive | |||||
| financial reflected in the income statement | |||||
| assets (Note 24) | - | - | - | - | |
| Total | 243,650,973 | - | 243,650,973 | - |
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 30 June 2024 and 31 December 2023 are as below:
| 30 June 2024 |
31 December 2023 | |
|---|---|---|
| Total liabilities (*) | 1,348,374,426 | 1,283,860,627 |
| Less: Cash and cash equivalence | (320,047,917) | (82,328,216) |
| Net debt | 1,028,326,509 | 1,201,532,411 |
| Total shareholders' equity | 8,729,851,466 | 8,772,328,040 |
| Total capital | 9,758,177,975 | 9,973,860,451 |
| Net Debt/Equity Ratio | 10.54% | 12.05% |
(*) The amounts are calculated by deducting income tax payable, derivative financial instruments and deferred tax liability accounts from total liabilities.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2024.)
On August 2, 2024, "Law No. 7524 on Amendments to Tax Laws, Certain Laws and Decree Law No. 375" was published in the Official Gazette dated August 2, 2024 and numbered 32620. With this Law, regulations and amendments have been made on domestic minimum corporate tax application, global minimum tax application and many other tax related issues. The Group is in the process of assessing the impact of the amendments on the consolidated financial statements.
Galata Wind Energy Global B.V., an overseas subsidiary of the Group, and Emirhan Nacar ("Seller"), the sole shareholder of Nova Grup Enerji Yatırımları A.Ş. ("Nova") and Avrupa Grup Enerji Yatırımları A.Ş. ("Avrupa"), have entered into an agreement for the sale of registered shares representing 100.00% of the share capital of Nova and Avrupa. ("Avrupa"), the sole shareholder of Nova Grup Enerji Yatırımları A.Ş. ("Nova") and Avrupa Grup Enerji Yatırımları A.Ş. ("Avrupa"), a foreign subsidiary of the Group, and Emirhan Nacar ("Seller"), the sole shareholder of Nova Grup Enerji Yatırımları A.Ş. ("Nova") and Avrupa Grup Enerji Yatırımları A.Ş. ("Avrupa"), entered into a Share Purchase and Sale Agreement dated August 14, 2024 ("Agreement") for the acquisition of all of the registered shares attached to the registered share certificates representing 100.00% of the capital of Nova and Avrupa by Galata Wind Energy Global B.V. In the Agreement, the realization of the share transfer is subject to the completion of the closing conditions, including obtaining the necessary permits and approvals, as of the closing date, and it was seen that the closing conditions were completed as of the signature date, and the signature of the agreement and the closing transactions were realized simultaneously.
…………………
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.