Interim / Quarterly Report • Aug 7, 2025
Interim / Quarterly Report
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AT 1 JANUARY - 30 JUNE 2025
(ORIGINALLY ISSUED IN TURKISH)
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 condensed consolidated statement of financial position of Galata Wind Enerji A.Ş. ("the Company") and its subsidiaries (together "the Group") as of 30 June 2025, and the related condensed consolidated statement of profit or loss, condensed consolidated statement of other comprehensive income, condensed consolidated statement of changes in equity and condensed 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 condensed 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 condensed 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 condensed 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 condensed 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 condensed consolidated financial statements is not prepared, in all material respects, in accordance with TAS 34 "Interim Financial Reporting".
DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU LIMITED
Cem Tovil Partner
İstanbul, 7 August 2025
| INTERIM | CONDENSED | CONSOLIDATED | STATEMENTS | OF FINANCIAL |
|||
|---|---|---|---|---|---|---|---|
| POSITION | 1 - 2 |
||||||
| INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS | |||||||
| AND OTHER COMPREHENSIVE INCOME | 3 | ||||||
| INTERIM | CONDENSED | CONSOLIDATED | STATEMENTS | OF | CHANGES | IN | |
| EQUITY | 4 | ||||||
| INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW | 5 - 6 |
||||||
| NOTES | TO THE |
INTERIM | CONDENSED | CONSOLIDATED | FINANCIAL | ||
| STATEMENTS | 7 - 39 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| ASSETS | Notes | Reviewed Current Period 30 June 2025 |
Audited Prior Period 31 December 2024 |
|---|---|---|---|
| Current assets | 1,278,179,739 | 1,887,129,016 | |
| Cash and cash equivalents | 3 | 716,039,559 | 1,538,235,064 |
| Financial investments | 19 | 228,877,491 | - |
| Trade receivables - Due from third parties |
314,583,347 | 256,651,032 | |
| Other receivables | |||
| - Due from third parties | 37,640 | 65,172 | |
| Inventories | 6,234,104 | 8,273,183 | |
| Prepaid expenses | 9 | 10,872,838 | 51,526,610 |
| Other current assets | 1,534,760 | 32,377,955 | |
| Non-current assets | 15,862,290,637 | 15,391,715,281 | |
| Derivative instruments | 123,503,126 | 108,200,017 | |
| Financial investments | 19 | 1,217,900 | 1,217,900 |
| Other receivables | |||
| - Due from third parties | 1,484,340 | 679,570 | |
| Property, plant and equipment | 5 | 10,539,793,436 | 10,402,286,119 |
| Intangible assets | |||
| - Licenses | 6 | 4,629,858,006 | 4,229,374,970 |
| - Goodwill | 220,774,489 | 220,774,489 | |
| - Other | 6 | 38,659,782 | 29,316,318 |
| Right of use assets | 7 | 262,215,176 | 175,099,164 |
| Prepaid expenses | 9 | 44,784,382 | 224,766,734 |
| TOTAL ASSETS | 17,140,470,376 | 17,278,844,297 |
The consolidated financial statements as of and for the period ended 30 June 2025 have been approved by the Board of Directors on 7 August 2025.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| LIABILITIES | Notes | Reviewed Current Period 30 June 2025 |
Audited Prior Period 31 December 2024 |
|---|---|---|---|
| Current liabilities | 759,747,278 | 941,476,565 | |
| Short-term borrowings | |||
| - Bank borrowings | 4 | - | 496,920,881 |
| Short-term portion of long-term borrowings | |||
| Short-term portion of long-term borrowings from third parties | |||
| - Bank borrowings | 4 | 284,981,699 | 153,979,177 |
| - Lease liabilities | 4 | 4,238,534 | 4,729,832 |
| - Short-term portion of long-term borrowings | |||
| from related parties | |||
| - Lease liabilities | 4,18 | 1,799,296 | 240,418 |
| Trade payables | |||
| - Due to related parties | 18 | 3,150,828 | 5,577,393 |
| - Due to third parties | 38,971,032 | 155,929,541 | |
| Other payables | |||
| - Due to related parties | 10 | 346,000,000 | - |
| - Due to third parties | 31,601,014 | 52,689,641 | |
| Payables related to employee benefits | 2,580,493 | 25,156,531 | |
| Provision for period income tax | 17 | 28,720,670 | 31,870,349 |
| Short-term provisions | |||
| - Other short-term provisions | 8 | 416,516 | 672,203 |
| - Short-term provisions for employment benefits | 17,287,196 | 13,710,599 | |
| Non-current liabilities | 4,125,164,988 | 4,137,179,071 | |
| Long-term borrowings | |||
| - Long-term borrowings from third parties | |||
| - Bank borrowings | 4 | 1,739,256,737 | 1,916,915,230 |
| - Lease liabilities | 4 | 131,433,595 | 100,500,520 |
| - Long-term borrowings from related parties | |||
| - Lease liabilities | 4,18 | 297,746 | 347,392 |
| Long-term provisions | |||
| - Long-term provisions for | |||
| employment benefits | 14,430,493 | 13,758,165 | |
| Deffered Tax Liabilities | 17 | 2,239,746,417 | 2,105,657,764 |
| EQUITY | 12,255,558,110 | 12,200,188,661 | |
| Equity attributable to equity holders of the parent company | |||
| Share capital | 10 | 540,000,000 | 540,000,000 |
| Inflation Adjustments on Capital | 4,301,604,594 | 4,301,604,594 | |
| Share premiums/(discounts) | 10 | 24,818,605 | 24,818,605 |
| Other comprehensive income (losses) that | |||
| will not be reclassified in profit or loss | |||
| - Actuarial gains (losses) on defined | |||
| benefit plans | 10 | (10,640,657) | (10,640,657) |
| Accumulated other comprehensive income/(expense) | |||
| to be reclassified to profit or loss | |||
| - Foreign currency conversion differences | (1,067,212) | (194,752) | |
| - Gains on revaluation and classification of available-for-sale | |||
| financial assets | 394,948 | 394,948 | |
| Restricted reserves | 10 | 517,174,419 | 459,885,699 |
| Retained earnings or accumulated losses | 6,470,919,467 | 5,910,781,197 | |
| Net profit or loss for the period | 412,353,946 | 973,539,027 | |
| TOTAL EQUITY AND LIABILITIES | 17,140,470,376 | 17,278,844,297 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| Notes | Reviewed Current Period 1 January - 30 June 2025 |
Unaudited Current Period 1 April - 30 June 2025 |
Reviewed Prior Period 1 January - 30 June 2024 |
Unaudited Prior Period 1 April - 30 June 2024 |
|
|---|---|---|---|---|---|
| PROFIT OR LOSS | |||||
| Revenue Cost of sales (-) |
11 11 |
1,194,465,108 (643,012,910) |
605,009,256 (349,455,802) |
1,319,988,821 (612,875,791) |
609,898,028 (334,112,052) |
| GROSS PROFIT/ (LOSS) | 551,452,198 | 255,553,454 | 707,113,030 | 275,785,976 | |
| General administrative expenses (-) Marketing expenses (-) Other operating income Other operating expenses (-) |
12 12 14 14 |
(87,289,787) (26,838,488) 266,530,213 (16,222,646) |
(42,993,039) (13,726,357) 112,776,845 (1,373,065) |
(80,030,471) (22,305,148) 64,466,674 (13,353,413) |
(34,263,523) (11,205,471) 34,096,337 (11,820,322) |
| OPERATING PROFIT/ (LOSS) | 687,631,490 | 310,237,838 | 655,890,672 | 252,592,997 | |
| OPERATING PROFIT/ (LOSS) BEFORE FINANCE (EXPENSE)/ INCOME |
687,631,490 | 310,237,838 | 655,890,672 | 252,592,997 | |
| Finance expenses (-) Monetary Gain/(Loss) |
15 16 |
(173,965,826) 111,610,263 |
(70,631,690) 51,529,597 |
(110,398,236) 259,097,496 |
(29,981,810) 116,948,478 |
| PROFIT/ (LOSS) BEFORE TAXATION FROM CONTINUED OPERATIONS |
625,275,927 | 291,135,745 | 804,589,932 | 339,559,665 | |
| Tax income/(expense) from continued operations | (212,921,981) | (20,597,009) | (242,111,137) | (82,548,980) | |
| Tax income/ (expense) for the period Deferred tax income/ (expense) |
17 17 |
(78,833,330) (134,088,651) |
(27,713,724) 7,116,715 |
(109,718,726) (132,392,411) |
(59,765,023) (22,783,957) |
| PROFIT/ (LOSS) FOR THE PERIOD | 412,353,946 | 270,538,736 | 562,478,795 | 257,010,685 | |
| Earning/(Loss) Per Share Attributable to Equity Holders of the Parent Company |
20 | 0.764 | 0.501 | 1.042 | 0.476 |
| 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 Tax effect of actuarial gains (losses) on defined benefit plans Other Comprehensive Income That Will Be Reclassified to Profit or Loss |
|||||
| - Foreign currency conversion differences OTHER COMPREHENSIVE INCOME (LOSS) |
(872,460) (872,460) |
(159,465) (159,465) |
206,219 206,219 |
(9,100) (9,100) |
|
| TOTAL COMPREHENSIVE INCOME (LOSS) Allocation of Total Comprehensive Income/(Loss) |
411,481,486 | 270,379,271 | 562,685,014 | 257,001,585 | |
| Attributable to non-controlling interests Attributable to equity holders of the parent company |
- 411,481,486 |
- 270,379,271 |
- 562,685,014 |
- 257,001,585 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| Other comprehensive income or expense not to be reclassified |
Other comprehensive income or expense not to be reclassified |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| to profit or loss | to profit or loss | Retained earnings | |||||||||||
| Share capital |
Capital Adjustment Differences |
Share premium/ discounts |
Actuarial gain/ (loss)on defined benefit plans |
foreign currency conversion Differences |
Gains on revaluation and classification of available for sale financial Assets |
Restricted reserves |
Advance Dividend Paid |
Retained earnings or accumulated loss |
Profit (Loss) for Period |
Equity attributable to equity holders of parent company |
Non controlling interest |
Total equity | |
| Balance at 1 January 2024 | 540,000,000 | 4,301,604,594 | 24,818,605 | (10,265,729) | 37,799 | - | 388,998,923 | (210,565,486) | 5,761,901,464 | 1,050,381,048 | 11,846,911,218 | - | 11,846,911,218 |
| Transfers Dividends Total comprehensive income - Other comprehensive income/ |
- - - |
- - - |
- - - |
- - - |
- - 206,219 |
- - - |
70,886,777 - - |
210,565,486 - - |
768,928,785 (620,049,055) - |
(1,050,381,048) - 562,478,795 |
- (620,049,055) 562,685,014 |
- - - |
- (620,049,055) 562,685,014 |
| (expense) | - | - | - | - | 206,219 | - | - | - | - | - | 206,219 | - | 206,219 |
| - Net profit for the period (loss) Balance at 30 June 2024 |
- 540,000,000 |
- 4,301,604,594 |
- 24,818,605 |
- (10,265,729) |
- 244,018 |
- - |
- 459,885,700 |
- - |
- 5,910,781,194 |
562,478,795 562,478,795 |
562,478,795 11,789,547,177 |
- - |
562,478,795 11,789,547,177 |
| Balance at 1 January 2025 | 540,000,000 | 4,301,604,594 | 24,818,605 | (10,640,657) | (194,752) | 394,948 | 459,885,699 | - | 5,910,781,197 | 973,539,027 | 12,200,188,661 | - | 12,200,188,661 |
| Transfers Dividends Total comprehensive income |
- - - |
- - - |
- - - |
- - - |
- - (872,460) |
- - - |
57,288,720 - - |
- - - |
916,250,307 (356,112,037) - |
(973,539,027) - 412,353,946 |
- (356,112,037) 411,481,486 |
- - - |
(356,112,037) 411,481,486 |
| - Other comprehensive income/ (expense) - Profit (Loss) for Period |
- - |
- - |
- - |
- - |
(872,460) - |
- - |
- - |
- - |
- - |
- 412,353,946 |
(872,460) 412,353,946 |
- - |
(872,460) 412,353,946 |
Balance at 30 June 2025 540,000,000 4,301,604,594 24,818,605 (10,640,657) (1,067,212) 394,948 517,174,419 - 6,470,919,467 412,353,946 12,255,558,110 - 12,255,558,110
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| Notes | Reviewed Current Period 1 January - 30 June 2025 |
Reviewed Prior Period 1 January - 30 June 2024 |
|
|---|---|---|---|
| A. NET CASH FROM OPERATING ACTIVITIES | 648,525,950 | 636,551,374 | |
| Net profit (loss) for the period | 412,353,946 | 562,478,795 | |
| Adjustments regarding reconciliation of net profit (loss) | |||
| for the period: | 294,729,750 | 380,611,121 | |
| Adjustments related to depreciation and amortization Adjustments related to provisions |
5,6,7 | 399,548,065 | 359,727,486 |
| - Adjustments related to long-term provision (reversals) for employee benefits |
2,935,348 | 1,982,073 | |
| Adjustments related to short-term provisions (reversals) for employee benefits |
11,662,995 | 5,630,053 | |
| - Adjustments related to other provisions (reversals) | 255,687 | 816,351 | |
| Adjustments related to interest (income) and expenses | |||
| - Adjustments related to interest income | 14 | (162,621,414) | (29,251,646) |
| - Adjustments related to interest expenses | 15 | 32,564,947 | 24,602,936 |
| Adjustments related to fair value (gains) losses | (15,303,109) | 40,112,424 | |
| Adjustments related to tax (income)/expense | 17 | 212,921,981 | 242,111,137 |
| Adjustments related to changes in unrealised foreign exchange differences |
4 | 237,793,386 | 58,158,178 |
| Adjustments related to gains and losses on monetary positions | (425,028,136) | (323,277,871) | |
| Changes in working capital | (148,223,244) | (290,392,166) | |
| Adjustments for decreases/(increases) in inventories | 2,039,079 | - | |
| Adjustments for decrease/ (increase) in trade receivables | |||
| -Decrease/ (increase) in trade receivables from related parties | - | 428 | |
| -Decrease/ (increase) in trade receivables from non-related parties | (57,932,315) | (44,975,230) | |
| Increase/ (decrease) in payables due to employee benefits | (22,576,038) | (13,883,640) | |
| Adjustments regarding decrease/ (increase) | |||
| in other receivables on operations | |||
| (Increase)/ decrease in other receivables regarding | |||
| operations with non-related parties | 27,532 | 42,629 | |
| Adjustments regarding increase (decrease) in trade payables | |||
| - Increase/ (decrease) in trade payables to related parties | (2,426,565) | 643,467 | |
| - Increase/ (decrease) in trade payables to non-related parties | (116,958,509) | (16,958,489) | |
| Adjustments regarding increase (decrease) in other payables on operations - Increase/(decrease) in other payables |
|||
| regarding operations with non-related parties | (21,088,628) | (244,858,053) | |
| Adjustments for other increase (decrease) in working capital | |||
| - (Increase)/ decrease in other assets regarding operations | 70,692,200 | 29,596,722 | |
| Net cash from operating activities | 558,860,452 | 652,697,750 | |
| Income tax refunds / (payments) | 17 | (81,952,976) | (43,669,078) |
| Interest received | 172,463,221 | 27,940,931 | |
| Payment of provisions for employee benefits | (844,747) | (418,229) |
The accompanying notes form an integral part of these consolidated financial statements.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| Notes | Reviewed Current Period 1 January - 30 June 2025 |
Reviewed Prior Period 1 January - 30 June 2024 |
|
|---|---|---|---|
| B. NET CASH FROM INVESTING ACTIVITIES | (974,175,510) | (220,494,624) | |
| Cash inflows / (outflows) from the acquisition of shares or debt instruments of other enterprises or funds Cash outflows from purchase of |
19 | (228,877,491) | 128,989,479 |
| 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 |
5 6 |
(479,030,256) (382,206,953) 179,982,353 |
(1,252,900,496) (738,605) 990,180,126 |
| intangible assets Other cash inflows |
(64,043,163) | (86,025,128) | |
| C. NET CASH FROM FINANCING ACTIVITIES | (596,225,668) | (145,112,815) | |
| Cash outflows on debt payments - Cash outflows due to payments of bank borrowings Cash outflows due to payments of lease liabilities Interest paid |
4 4 4,15 |
(516,479,005) (32,038,362) (47,708,301) |
(92,484,967) (16,141,175) (36,486,673) |
| D. INFLATION EFFECT ON CASH AND CASH EQUIVALENTS |
26,357,551 | 33,443,160 | |
| NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS BEFORE FOREIGN CURRENCY TRANSLATION DIFFERENCES (A+B+C+D) |
(895,517,677) | 304,387,095 | |
| E. EFFECT OF CURRENCY TRANSLATION DIFFERENCES ON CASH AND CASH EQUIVALENTS |
83,163,979 | 15,339,449 | |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C+D+E) |
(812,353,698) | 319,726,544 | |
| F.CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD |
3 | 1,527,946,766 | 111,075,513 |
| F. CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A+B+C+D+E+F) |
3 | 715,593,068 | 430,802,057 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
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 beneficial owner of the Company is Doğan Family.
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 7 August 2025, shares corresponding to 29.96% 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 354.2 MW, 283.9 MW of which is comprised of WPPs, and 70.3 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, 2025, a total of 403,480 MWh of electricity was generated, 376,648 MWh from WPPs and 26,832 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 99.9 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. In 2023-2024, the Taşpınar Wind Power Plant will be converted into a combined renewable energy power plant, known as the Taşpınar Hybrid Wind Power Plant (WPP). In total, the company has 77 wind turbines, including 35 Vestas turbines in Bandirma, 16 Nordex turbines in Taspinar and 26 Vestas turbines in Mersin.
"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
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
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, in January 2025, the Company paid 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.
The company has completed the establishment of a new company/subsidiary based in the Netherlands with the name Galata Wind Energy Global BV, with a capital of EUR 1,000,000, in which it will hold 100% of the capital, for the purpose of consolidating and effectively coordinating potential investments abroad, as of 25 July 2023.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
As of 30 June 2025, 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 |
| Nova Grup Enerji Yatırımları A.Ş. ("Nova") | Energy | Turkiye |
| Avrupa Grup Enerji Yatırımları A.Ş. ("Avrupa") | Energy | Turkiye |
| Sunspark GmbH ("Sunspark") | Energy | Germany |
| Solevento Srl. ("Solevento") | Energy | Italy |
The Group had 65 employees as of 30 June 2025 (31 December 2024: 68).
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 July 3, 2024 and the Financial Statement Examples and User Guide published by the CMB.
The Group maintains their legal books of accounts in Turkish Lira in accordance with the Tax Legislation, and the Uniform Chart of Accounts (General Communiqué on Accounting System Implementation) issued by the Ministry of Finance. These consolidated financial statements, except for the financial assets that are presented at fair value, are prepared on the basis of historical cost.
The Group has prepared its consolidated financial statements for the year ended 30 June 2025 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 2024 and 30 June 2024, based on purchasing power as of 30 June 2025.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
In accordance with the CMB's decision dated 28 December 2023 and numbered 81/1820, issuers and capital market institutions subject to financial reporting regulations implementing Turkish Accounting/Financial Reporting Standards shall comply with the provisions of TMS 29, starting from their annual financial reports for the accounting periods ending as of 31 December 2023. It was decided to apply inflation accounting.
Rearrangements made in accordance with TMS 29 were made using the correction coefficient obtained from the Consumer Price Index in Turkey ("CPI") published by the Turkish Statistical Institute ("TURKSTAT"). As of June 30, 2025, 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 2025 |
3,132.17 | 1.00000 | 220% |
| 31 December 2024 | 2,684.55 | 1.16674 | 291% |
| 30 June 2024 |
2,319.29 | 1.35049 | 324% |
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.
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
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.
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
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 2025, Sunflower, Gökova, Galata Wind Global, Nova, Avrupa and Sunspark are the subsidiaries consolidated. The voting rights and effective ownership rates for Sunflower are shown below:
| Direct voting | Proportion of effective | |||
|---|---|---|---|---|
| Rights (%) | ownership interest (%) | |||
| 30 June | 31 December | 30 June | 31 December | |
| Subsidiaries | 2025 | 2024 | 2025 | 2024 |
| Sunflower | 100 | 100 | 100 | 100 |
| Gökova | 100 | 100 | 100 | 100 |
| Galata Wind Global | 100 | 100 | 100 | 100 |
| Nova | 100 | 100 | 100 | 100 |
| Avrupa | 100 | 100 | 100 | 100 |
| Sunspark | 100 | - | 100 | - |
| Solevento | 100 | - | 100 | - |
Summary financial information of Sunflower as of 30 June 2025 and 31 December 2024 are as follows:
| 30 June 2025 | 31 December 2024 | |
|---|---|---|
| Current assets | 1,295,174 | 1,337,929 |
| Non-current assets | - | - |
| Current liabilities | 6,177 | 250,616 |
| Shareholders equity | 1,288,997 | 1,087,313 |
| Net (loss)/ profit for the period | (298,316) | (767,056) |
Summary financial information of Gökova as of 30 June 2025 and 31 December 2024 are as follows:
| 30 June 2025 | 31 December 2024 | |
|---|---|---|
| Current assets | 4,728,551 | 4,364,543 |
| Non-current assets | 6,543,632 | 6,306,192 |
| Current liabilities | 502 | 2,353 |
| Shareholders equity | 11,271,682 | 10,668,382 |
| Net (loss)/ profit for the period | 344,044 | (213,261) |
Summary financial information of Galata Wind Global as of 30 June 2025 and 31 December 2024 are as follows: With the share purchase and sale agreement signed by Galata Wind Global on August 14, 2024, the financial information of Nova, Avrupa, Sunspark and Solevento are also shown under Galata Wind Global:
| 30 June 2025 | 31 December 2024 | |
|---|---|---|
| Current assets | 1,199,421 | 605,076 |
| Non-current assets | 475,302,132 | 102,396,478 |
| Current liabilities | 478,452,321 | 111,835,392 |
| Shareholders equity | (1,950,768) | (8,833,838) |
| Net (loss)/ profit for the period | 778,634 | (35,559,569) |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
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 2025 in comparison with the consolidated statement of financial position as at 31 December 2024. 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 2025 in comparison with the consolidated financial statements for the period ending 1 January - 30 June 2024.
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.
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 2025.)
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.
TFRS 17 requires insurance liabilities to be measured at a current fulfillment value and provides a more uniform measurement and presentation approach for all insurance contracts. These requirements are designed to achieve the goal of a consistent, principle-based accounting for insurance contracts. TFRS 17 has been deferred for insurance, reinsurance and pension companies for a further year and will replace TFRS 4 Insurance Contracts on 1 January 2026.
Amendments 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.
TFRS 18 includes requirements for all entities applying TFRS for the presentation and disclosure of information in financial statements. Applicable to annual reporting periods beginning on or after 1 January 2027.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| 30 June 2025 |
31 December 2024 | |
|---|---|---|
| Banks (*) | 716,039,559 | 1,538,235,064 |
| - Demand deposits |
1,043,803 | 550,518 |
| - Time deposits (less than 3 months) |
714,995,756 | 1,537,684,546 |
| 716,039,559 | 1,538,235,064 |
(*) As of 30 June 2025, the Group's overnight time deposits are 48% in TRL, 4% in USD and 2% in EUR (effective interest rate in EUR as of 31 December 2024 is 1%, effective interest rate in USD as of 31 December 2024 is 2%) and their maturities are less than 3 months. The Group has no blocked deposits as of 30 June 2025 (31 December 2024: None).
Cash and cash equivalents included in the cash flow statements in 30 June 2025 and 31 December 2024 are as follows:
| 30 June 2025 | 31 December 2024 | 30 June 2024 | 31 December 2023 | |
|---|---|---|---|---|
| Cash and cash equivalents | 716,039,559 | 1,538,235,064 | 432,220,414 | 111,183,151 |
| Interest accruals(-) | (446,491) | (10,288,298) | (1,418,357) | (107,638) |
| Total | 715,593,068 | 1,527,946,766 | 430,802,057 | 111,075,513 |
The summary on short and long-term bank borrowings is as follows:
| Short-term borrowings: | 30 June 2025 |
31 December 2024 |
|---|---|---|
| Short-term bank borrowings from third parties |
- | 496,920,881 |
| - | 496,920,881 |
| Short-term portion of | ||
|---|---|---|
| long-term borrowings: | 30 June 2025 |
31 December 2024 |
| Short-term portion of long-term bank borrowings | ||
| from third parties | 284,981,699 | 153,979,177 |
| Lease liabilities from | ||
| third parties | 4,238,534 | 4,729,832 |
| Lease liabilities | ||
| from related parties | 1,799,296 | 240,418 |
| 291,019,529 | 158,949,427 | |
| Long-term borrowings: | 30 June 2025 |
31 December 2024 |
| Long-term bank borrowings | ||
| from third parties | 1,739,256,737 | 1,916,915,230 |
| Lease liabilities from | ||
| third parties | 131,433,595 | 100,500,520 |
| Lease liabilities | ||
| from related parties | 297,746 | 347,392 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
Details of the bank borrowings as of 30 June 2025 and 31 December 2024 are as follows:
| 30 June 2025 |
|||
|---|---|---|---|
| Interest rate per annum (%) |
Original currency |
TRY | |
| Short-term portion of long-term bank borrowings: - EUR denominated bank borrowings |
Libor+0.65 - 0.80 |
3,419,889 | 159,679,067 |
| -USD denominated bank borrowings | SOFR+3.80 | 3,147,327 | 125,302,632 |
| Long term bank borrowings: - EUR denominated bank borrowings -USD denominated bank borrowings |
Libor+0.65 - 0.80 SOFR+3.80 |
14,227,960 27,000,000 |
664,321,937 1,074,934,800 |
| 31 December 2024 |
|||
|---|---|---|---|
| Interest rate | Original | ||
| per annum (%) | currency | TRY | |
| Short-term borrowings: | |||
| -USD denominated bank borrowings | 5.50% | 12,050,365 | 496,920,881 |
| Short-term portion of long-term | |||
| bank borrowings: | |||
| - EUR denominated bank borrowings |
Libor+0.65 - 0.80 |
3,522,180 | 151,238,195 |
| -USD denominated bank borrowings | SOFR+3.80 | 66,469 | 2,740,982 |
| Long term bank borrowings: - EUR denominated bank borrowings -USD denominated bank borrowings |
Libor+0.65 - 0.80 SOFR+3.80 |
15,831,954 30,000,000 |
679,805,211 1,237,110,019 |
The redemption schedule of long-term bank borrowings as of 30 June 2025 and 31 December 2024 is as follows:
| 30 June 2025 |
31 December 2024 | |
|---|---|---|
| In 2 years | 388,659,553 | 385,169,202 |
| In 3 years | 388,659,553 | 385,169,202 |
| In 4 years | 388,659,553 | 385,169,202 |
| More than 5 years | 573,278,078 | 761,407,624 |
| 1,739,256,737 | 1,916,915,230 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
As of 30 June 2025 and 31 December 2004, the Group's financial liabilities with floating interest rates is as follows:
| 30 June 2025 |
31 December 2024 | |
|---|---|---|
| Financial borrowings with fixed rates |
- | 496,920,881 |
| Financial borrowings with floating rates | 2,024,238,436 | 2,070,894,407 |
| 2,024,238,436 | 2,567,815,288 |
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 2025.
As of 30 June 2025, the remaining credit limit of the Group in banks is TRY 8,687,899,410 (31 December 2024: TRY 7,020,138,763).
Commitments related to financial liabilities are presented in Note 8.
The movement of the financial borrowings as of 30 June 2025 and 2024 is as follows:
| 2025 | 2024 | |
|---|---|---|
| 1 January | 2,567,815,288 | 1,244,079,350 |
| Additions | - | - |
| Payments | (516,479,005) | (92,484,967) |
| Interest accruals | 18,912,570 | 19,999,893 |
| Unrealized exchange rate difference | 320,957,365 | 73,497,627 |
| Monetary Gain/(Loss) | (366,967,782) | (246,698,142) |
| 30 June |
2,024,238,436 | 998,393,761 |
The reconciliation of the net financial borrowings as of 30 June 2025 and 31 December 2024 are as follows:
| 30 June 2025 |
31 December 2024 | |
|---|---|---|
| Cash and cash equivalents (Note 3) | 716,039,559 | 1,538,235,064 |
| Short-term borrowings | (284,981,699) | (650,900,058) |
| Long-term borrowings | (1,739,256,737) | (1,916,915,230) |
| Short-term lease liabilities | (6,037,830) | (4,970,250) |
| Long-term lease liabilities | (131,731,341) | (100,847,912) |
| Net financial (liability)/assets | (1,445,968,048) | (1,135,398,386) |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| Long and short-term borrowings |
Lease liabilities |
Cash and cash equivalent |
Net financial (asset)/liabilities |
|
|---|---|---|---|---|
| 1 January 2025 | 2,567,815,288 | 105,818,162 | (1,538,235,064) | 1,135,398,386 |
| Cash flow effect | (516,479,005) | 19,251,040 | 869,160,126 | 371,932,161 |
| Foreign currency adjustment | 320,957,365 | - | (83,163,979) | 237,793,386 |
| Interest accruals | 18,912,570 | 13,559,861 | 9,841,807 | 42,314,238 |
| Monetary Gain/(Loss) | (366,967,782) | (859,892) | 26,357,551 | (341,470,123) |
| 30 June 2025 |
2,024,238,436 | 137,769,171 | (716,039,559) | 1,445,968,048 |
| Long and short-term Borrowings |
Lease liabilities |
Cash and cash equivalent |
Net financial (asset)/liabilities |
|
| 1 January 2024 | 1,244,079,351 | 58,848,006 | (111,183,150) | 1,191,744,207 |
| Cash flow effect | (92,484,967) | 16,551,075 | (337,830,254) | (413,764,146) |
| Foreign currency adjustment | 73,497,627 | - | (15,339,449) | 58,158,178 |
| 6,896,668 | ||||
| Interest accruals Monetary Gain/(Loss) |
19,999,893 (246,698,141) |
(7,144,402) | (1,310,721) 33,443,160 |
25,585,840 (220,399,383) |
Details of the lease liabilities as of 30 June 2025 and 31 December 2024 are as follows:
| 30 June 2025 | |||
|---|---|---|---|
| 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 | 4,238,534 | 4,238,534 |
| TRY denominated lease liabilities | |||
| from related parties | 18.00 | 1,799,296 | 1,799,296 |
| Total short-term portion of long-term | |||
| lease liabilities: | 6,037,830 | ||
| Long-term lease liabilities: | |||
| TRY denominated lease liabilities | |||
| from third parties | 18.79 – 22.55 | 131,433,595 | 131,433,595 |
| TRY denominated lease liabilities | |||
| from related parties | 18.00 | 297,746 | 297,746 |
| Total long-term lease liabilities | 131,731,341 | ||
| Total lease liabilities | 137,769,171 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| 31 December 2024 | |||
|---|---|---|---|
| Interest rate per annum (%) |
Original Currency |
TRY | |
| Short-term portion of long-term lease liabilities: | |||
| TRY denominated lease liabilities | |||
| from third parties | 18.79 – 22.55 | 4,729,832 | 4,729,832 |
| TRY denominated lease liabilities | |||
| from related parties | 18.00 | 240,418 | 240,418 |
| Total short-term portion of long-term lease liabilities: |
4,970,250 | ||
| Long-term lease liabilities: | |||
| TRY denominated lease liabilities | |||
| from third parties | 18.79 – 22.55 | 100,500,520 | 100,500,520 |
| TRY denominated lease liabilities | |||
| from related parties | 18.00 | 347,392 | 347,392 |
| Total long-term lease liabilities | 100,847,912 | ||
| Total lease liabilities | 105,818,162 |
The movement of the lease liabilities as of 30 June 2025 and 2024 are as follows:
| 2025 | 2024 | |
|---|---|---|
| 1 January | 105,818,162 | 50,841,144 |
| Additions | 51,289,403 | 30,440,310 |
| Payments | (32,038,362) | (16,141,175) |
| Interest expense | 13,559,861 | 5,958,307 |
| Monetary Gain/(Loss) | (859,893) | (6,172,336) |
| 30 June |
137,769,171 | 64,926,250 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
Movements of the property, plant and equipment for the periods ended 30 June 2025 and 2024 are as follows:
| 1 January 2025 | Additions | Transfers | Disposals | 30 June 2025 | |
|---|---|---|---|---|---|
| Cost | |||||
| Land and land improvements | 223,463,970 | 269,883 | 95,591,129 | - | 319,324,982 |
| Buildings | 91,282,050 | 4,890,221 | - | - | 96,172,271 |
| Wind turbines, transformer | |||||
| and switchyard | 11,103,209,840 | 62,879,427 | 2,994,813,730 | - | 14,160,902,997 |
| Motor vehicles | 44,846,322 | 3,563,364 | - | - | 48,409,686 |
| Furniture and fixtures | 237,859,861 | 3,643,985 | - | - | 241,503,846 |
| Construction in progress (*) | 3,331,878,678 | 397,279,924 | (3,184,752,319) | - | 544,406,283 |
| Special costs | 32,120,739 | 6,503,452 | 82,772,311 | - | 121,396,502 |
| Total cost | 15,064,661,460 | 479,030,256 | (11,575,149) | - | 15,532,116,567 |
| Accumulated depreciation | |||||
| Land and land improvements | (74,782,632) | (7,427,765) | - | - | (82,210,397) |
| Buildings | (19,133,469) | (956,350) | - | - | (20,089,819) |
| Wind turbines, transformer | |||||
| and switchyard | (4,446,302,814) | (309,342,678) | - | - | (4,755,645,492) |
| Motor vehicles | (9,899,496) | (4,496,005) | - | - | (14,395,501) |
| Furniture and fixtures | (109,471,381) | (6,872,312) | - | - | (116,343,693) |
| Special costs | (2,785,549) | (852,680) | - | - | (3,638,229) |
| Total accumulated depreciation | (4,662,375,341) | (329,947,790) | - | - | (4,992,323,131) |
| Net book value | 10,402,286,119 | 10,539,793,436 |
As of 30 June 2025, there are no capitalized borrowing costs in property, plant and equipment (31 December 2024: None). As of June 30, 2025, there were no mortgages on property, plant and equipment (December 31, 2024: 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 2025.)
| 1 January 2024 | Additions | Transfers | Disposals | 30 June 2024 | |
|---|---|---|---|---|---|
| Cost | |||||
| Land and land improvements | 219,421,110 | - | - | - | 219,421,110 |
| Buildings | 85,857,567 | - | - | - | 85,857,567 |
| Wind turbines, transformer | |||||
| and switchyard | 10,827,389,125 | 1,377,484 | 274,665,330 | - | 11,103,431,939 |
| Motor vehicles | 5,471,292 | 20,579,602 | - | - | 26,050,894 |
| Furniture and fixtures | 231,416,044 | 751,350 | - | - | 232,167,394 |
| Construction in progress | 1,336,484,701 | 1,230,192,060 | (275,019,310) | - | 2,291,657,451 |
| Special costs | 31,766,760 | - | 353,980 | - | 32,120,740 |
| Total cost | 12,737,806,599 | 1,252,900,496 | - | - | 13,990,707,095 |
| Accumulated depreciation | |||||
| Land and land improvements | (60,857,914) | (7,211,513) | - | - | (68,069,427) |
| Buildings | (17,369,752) | (864,220) | - | - | (18,233,972) |
| Wind turbines, transformer | |||||
| and switchyard | (3,887,930,421) | (276,170,910) | - | - | (4,164,101,331) |
| Motor vehicles | (4,500,696) | (2,238,387) | - | - | (6,739,083) |
| Furniture and fixtures | (96,630,696) | (6,190,949) | - | - | (102,821,645) |
| Special costs | (2,048,696) | (360,909) | - | - | (2,409,605) |
| Total accumulated depreciation | (4,069,338,175) | (293,036,888) | - | - | (4,362,375,063) |
| Net book value | 8,668,468,424 | 9,628,332,032 |
Movements of the intangible assets for the periods ended 30 June 2025 and 2024 are as follows:
| 1 January 2025 | Additions | Transfers | Disposals | Foreign Cur. Difference |
30 June 2025 | |
|---|---|---|---|---|---|---|
| Cost | ||||||
| Rights (*) | 41,431,825 | - | 11,575,149 | - | - | 53,006,973 |
| Licenses (**) | 5,710,435,138 | 382,206,953 | - | 76,766,512 | 6,169,408,604 | |
| Total cost | 5,751,866,963 | 382,206,953 | 11,575,149 | - | 76,766,512 | 6,222,415,577 |
| Accumulated amortization | ||||||
| Rights | (12,115,507) | (2,231,684) | - | - | - | (14,347,191) |
| Licenses | (1,481,060,168) | (58,490,430) | - | - | - | (1,539,550,598) |
| Total accumulated amortization | (1,493,175,675) | (60,722,114) | - | - | - | (1,553,897,789) |
| Net book value | 4,258,691,288 | 4,668,517,788 |
(*) As of 30 June 2025, there are 1,282,969 tons of carbon credit sales rights. (31 December 2024: 1,282,969 tons) (**) Consists of the license purchase fees of 21 MW in Germany and 10 MW in Italy of SunSpark GmbH and Solevento Investments S.R.L., a 100% subsidiary of Galata Wind Energy Global BV, which was established to coordinate renewable energy investments in Europe.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| Foreign Cur. | ||||||||
|---|---|---|---|---|---|---|---|---|
| 1 January 2024 | Additions | Transfers | Disposals | Difference | 30 June 2024 | |||
| Cost | ||||||||
| Rights (*) | 41,153,328 | 278,497 | - | - | - | 41,431,825 | ||
| Licenses | 5,578,928,264 | 460,108 | - | - | - | 5,579,388,372 | ||
| Total cost | 5,620,081,592 | 738,605 | - | - | - | 5,620,820,197 | ||
| Accumulated amortization | ||||||||
| Rights | (8,411,532) | (1,497,643) | - | - | - | (9,909,175) | ||
| Licenses | (1,364,079,309) | (58,490,430) | - | - | - | (1,422,569,739) | ||
| Total accumulated amortization | (1,372,490,841) | (59,988,073) | - | - | - | (1,432,478,914) | ||
| Net book value | 4,247,590,751 | 4,188,341,283 |
| 1 January 2025 | Additions | Disposals | 30 June 2025 | |
|---|---|---|---|---|
| Cost: Land |
183,761,407 | 95,591,878 | - | 279,353,285 |
| Motor vehicles | 9,463,397 | - | (3,104,660) | 6,358,737 |
| Offices | 15,400,498 | 402,295 | - | 15,802,793 |
| 208,625,302 | 95,994,173 | (3,104,660) | 301,514,815 | |
| Accumulated amortization: | ||||
| Land | (21,361,503) | (6,814,021) | - | (28,175,524) |
| Motor vehicles | (6,626,480) | (1,025,808) | 3,104,660 | (4,547,628) |
| Offices | (5,538,155) | (1,038,332) | - | (6,576,487) |
| (33,526,138) | (8,878,161) | 3,104,660 | (39,299,639) | |
| Net book value | 175,099,164 | 262,215,176 | ||
| 1 January 2024 | Additions | Disposals | 30 June 2024 | |
| Cost: | ||||
| Land | 129,848,366 | 82,941,951 | - | 212,790,317 |
| Motor vehicles | 2,767,432 | 12,050,501 | - | 14,817,933 |
| Offices | 14,092,302 | 7,336,016 | - | 21,428,318 |
| 146,708,100 | 102,328,468 | - | 249,036,568 | |
| Accumulated amortization: | ||||
| Land | (15,295,654) | (3,044,083) | - | (18,339,737) |
| Motor vehicles | (2,767,432) | (2,681,666) | - | (5,449,098) |
| Offices | (4,751,343) | (976,776) | - | (5,728,119) |
| (22,814,429) | (6,702,525) | - | (29,516,954) | |
| Net book value | 123,893,671 | 219,519,614 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| 30 June 2025 |
31 December 2024 | |
|---|---|---|
| Provision for lawsuit | 416,516 | 672,203 |
| 416,516 | 672,203 |
Collateral, Pledge and Mortgage ("CPM") positions as of 30 June 2025 and 31 December 2024 are presented below:
| 30 June 2025 | TRY equivalent | TRY | EUR |
|---|---|---|---|
| A. GPM's given for companies own legal personality | |||
| - Guarantee (1) | 408,107,400 | 89,876,247 | 6,835,948 |
| - 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 | 408,107,400 | 89,876,247 | 6,835,948 |
|---|---|---|---|
| 31 December 2024 | TRY equivalent | TRY | EUR |
|---|---|---|---|
| A. GPM's given for companies own legal personality | |||
| - Guarantee (1) | 363,975,249 | 105,046,625 | 6,039,943 |
| - Pledge | - | - | - |
| - Mortgage | - | - | - |
| B. GPM's given on behalf of fully consolidated companies | - | - | - |
| C. GPM's given for continuation of its economic activities on | |||
| behalf of third parties | - | - | - |
| D. Total amount of other GPM's | |||
| i, Total amount of GPM's given on behalf of the majority shareholder | - | - | - |
| ii, Total amount of GPM's given to on behalf of other group companies | |||
| which are not companies which are not in scope of B and C | - | - | - |
| iii, Total amount of GPM's given on behalf of third parties | |||
| which are not in scope of C | - | - | - |
Market Regulation Authority and financial institutions.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
The details of these guarantee letters are as follows:
| 30 June 2025 | 31 December 2024 | ||||
|---|---|---|---|---|---|
| Original | TRY | Original | |||
| currency | equivalent | currency | equivalent | ||
| Letter of guarantees - TRY | 89,876,247 | 89,876,247 | 105,046,625 | 105,046,625 | |
| Letter of guarantees - EUR | 6,835,948 | 318,231,153 | 6,039,943 | 258,928,624 | |
| Total | 408,107,400 | 363,975,249 |
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 2025 | 31 December 2024 | |||
|---|---|---|---|---|
| Original | TRY | Original | TRY | |
| currency | equivalent | currency | equivalent | |
| Guarantee letter – TRY | 413,226,393 | 413,226,393 | 370,342,166 | 370,342,166 |
| Guaranteed bill - TRY | 10,000 | 10,000 | 11,667 | 11,667 |
| Total | 413,236,393 | 370,353,833 |
| Long-term prepaid expenses | ||||
|---|---|---|---|---|
| 10,872,838 | 51,526,610 | |||
| Advances given | 1,733,877 | 2,490,795 | ||
| Prepaid expenses | 9,138,961 | 49,035,815 |
30 June 2025 31 December 2024
| 30 June 2025 |
31 December 2024 | |
|---|---|---|
| Advances given | 31,868,955 | 114,773,851 |
| Prepaid expenses | 12,915,427 | 109,992,883 |
| 44,784,382 | 224,766,734 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
The ultimate shareholder of the Group is Doğan Family. The shareholders of the Group and the historical values of shares in equity at 30 June 2025 and 31 December 2024 are as follows:
| Shareholder | Share (%) | 30 June 2025 | Share (%) | 31 December 2024 |
|---|---|---|---|---|
| Doğan Şirketler Grubu Holding A.Ş. | 70.00 | 378,000,000 | 70.00 | 378,000,000 |
| Publicly traded on Borsa İstanbul (1) | 30.00 | 162,000,000 | 30.00 | 162,000,000 |
| Nominal equity (2) | 100 | 540,000,000 | 100 | 540,000,000 |
(1) In accordance with the "CMB" Resolution No: 31/1059 issued on 30 October 2014 and 21/655 issued on 23 July 2010, it is regarded that 161,769,479 shares corresponding to 29.96% of Galata Wind's capital are outstanding as of 7 August 2025 based on the Central Security Depository's ("CSD") records,
The Group's authorized share capital consist of 540,000,000 shares with a nominal value of 1 TRY per share (31 December 2024: 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 2025 |
31 December 2024 | |
|---|---|---|
| Share premiums | 24,818,605 | 24,818,605 |
| Total | 24,818,605 | 24,818,605 |
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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
The details of restricted reserves as of 30 June 2025 and 31 December 2024 as follows:
| 30 June 2025 |
31 December 2024 | |
|---|---|---|
| Restricted Reserves | 517,174,419 | 459,885,699 |
| Total | 517,174,419 | 459,885,699 |
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 10,640,657 (December 31, 2024: TRY 10,640,657 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.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
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.
At the Group's Ordinary General Assembly Meeting held on April 3, 2025, it was decided to distribute a gross dividend of 346,000,000 Turkish Lira (indexed value TL 356,112,032) at the rate of 64.07% of the "Issued Capital" in accordance with the provisions of the Turkish Commercial Code ("TCC"), Corporate Tax, Income Tax and other relevant legislation, as well as the relevant provisions of the Group's Articles of Association, and to commence dividend distribution no later than December 31, 2025, in accordance with the Central Registry Agency Inc. rules applicable on the date of dividend distribution regarding "fractional shares." The dividend amount not yet distributed as of the reporting date is shown under "Other Payables to Related Parties."
Statutory reserves and special reserves, etc., classified under "Legal Reserves" and "Other Reserves", including "Capital Adjustment Differences", "Premiums (Discounts) on Shares" (Emission Premium) in the financial statements prepared in accordance with the CMB legislation, Starting from the TFRS balance sheets for the reporting period ending in 2023, it has been shown over the CPI, and in the TPC financial statements over the PPI.
| Difference | |||
|---|---|---|---|
| PPI Indexed | CPI Indexed | Recorded Under | |
| Statutory Records | Amounts | Retained Earnings | |
| Inflation Adjustments on Capital | 5,179,413,767 | 4,301,604,594 | 877,809,173 |
| Share Premiums/Discounts | - | 24,818,605 | (24,818,605) |
| Restricted Reserves | 484,787,874 | 517,174,419 | (32,386,545) |
| 1 January - 30 June 2025 |
1 April - 30 June 2025 |
1 January - 30 June 2024 |
1 April - 30 June 2024 |
|
|---|---|---|---|---|
| Electricity sales from wind energy | 1,045,364,355 | 520,567,000 | 1,168,790,207 | 517,114,287 |
| Electricity sales from solar energy | 139,998,041 | 84,127,069 | 151,078,888 | 92,697,813 |
| Other | 9,102,712 | 315,187 | 119,726 | 85,928 |
| Sales proceeds | 1,194,465,108 | 605,009,256 | 1,319,988,821 | 609,898,028 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| 1 January - 30 June 2025 |
1 April - 30 June 2025 |
1 January - 30 June 2024 |
1 April - 30 June 2024 |
|
|---|---|---|---|---|
| General production expenses | (197,503,541) | (106,885,166) | (192,068,402) | (102,920,641) |
| Service and maintenance expenses (*) | (95,707,617) | (49,547,011) | (91,810,224) | (47,182,284) |
| Distribution and system usage fees (**) | (101,795,924) | (57,338,155) | (100,258,178) | (55,738,357) |
| Amortization and depreciation expense | (394,884,969) | (216,825,368) | (356,855,371) | (194,749,245) |
| Insurance expenses | (8,769,282) | (5,486,465) | (16,034,670) | (10,239,948) |
| Personnel expenses | (18,657,711) | (8,866,750) | (14,558,206) | (7,644,689) |
| Security expenses | (14,212,800) | (7,782,008) | (15,971,454) | (7,666,237) |
| Consultancy expenses | (4,271,059) | (2,920,880) | (7,111,298) | (6,521,199) |
| Other | (4,713,548) | (689,165) | (10,276,390) | (4,370,093) |
| Cost of sales | (643,012,910) | (349,455,802) | (612,875,791) | (334,112,052) |
Gross profit 551,452,198 255,553,454 707,113,030 275,785,976
(*) Includes annual maintenance expenses for turbines.
(**) Distribution and system usage fees paid based on the annual generation at the tariff defined by EM
| 1 January - 30 June 2025 |
1 April - 30 June 2025 |
1 January - 30 June 2024 |
1 April - 30 June 2024 |
|
|---|---|---|---|---|
| Personnel expenses | (50,066,345) | (25,924,395) | (38,544,648) | (17,776,629) |
| Consultancy expenses(*) | (19,141,073) | (9,202,668) | (28,661,903) | (11,251,388) |
| Building management expenses | (5,093,059) | (2,539,580) | (3,829,286) | (1,430,676) |
| Transportation expenses | (2,220,779) | (868,393) | (2,205,885) | (641,611) |
| Depreciation and amortization expenses | (2,384,248) | (1,134,515) | (1,801,695) | (730,533) |
| Other taxes and fees | (1,815,594) | (31,616) | (175,123) | (112,897) |
| Other | (6,568,689) | (3,291,872) | (4,811,931) | (2,319,789) |
| (87,289,787) | (42,993,039) | (80,030,471) | (34,263,523) |
(*) Consists of foreign investment development advisory costs and holding financial consultancy expenses.
| 1 January - 30 June 2025 |
1 April - 30 June 2025 |
1 January - 30 June 2024 |
1 April - 30 June 2024 |
|
|---|---|---|---|---|
| Personnel expenses | (17,065,227) | (8,653,366) | (13,103,199) | (6,381,112) |
| Consultancy expenses | (4,724,353) | (2,484,631) | (6,152,281) | (3,507,047) |
| Depreciation and amortization expenses | (1,464,169) | (746,054) | (643,959) | (241,680) |
| Transportation expenses | (2,278,848) | (1,140,323) | (1,070,419) | (543,106) |
| Other | (1,305,891) | (701,983) | (1,335,290) | (532,526) |
| (26,838,488) | (13,726,357) | (22,305,148) | (11,205,471) |
Expenses are presented functionally for the periods ended 30 June 2025 and 2024, the details are given in Note 11 and Note 12.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| 1 January - 30 June 2025 |
1 April - 30 June 2025 |
1 January - 30 June 2024 |
1 April - 30 June 2024 |
|
|---|---|---|---|---|
| Interest income | 162,621,414 | 36,428,549 | 29,251,646 | 24,120,683 |
| Foreign exchange loss from operating activities | 97,760,208 | 70,582,723 | 25,626,047 | 438,332 |
| Late payment interest income | 275,821 | 243,696 | 1,962 | 232 |
| Other | 5,872,770 | 5,521,877 | 9,587,019 | 9,537,090 |
| 266,530,213 | 112,776,845 | 64,466,674 | 34,096,337 |
| 1 January - 30 June 2025 |
1 April - 30 June 2025 |
1 January - 30 June 2024 |
1 April - 30 June 2024 |
|
|---|---|---|---|---|
| Foreign exchange loss from operating activities | (14,596,229) | (1,046,658) | (10,286,598) | (9,398,276) |
| Donation and grants | (1,786,149) | (487,528) | (3,601,691) | (2,396,668) |
| Other | 159,732 | 161,121 | 534,876 | (25,378) |
| (16,222,646) | (1,373,065) | (13,353,413) | (11,820,322) |
| 1 January - 30 June 2025 |
1 April - 30 June 2025 |
1 January - 30 June 2024 |
1 April - 30 June 2024 |
|
|---|---|---|---|---|
| Foreign exchange (loss)/gain from bank | ||||
| borrowings, net | (174,110,477) | (86,691,902) | (80,290,931) | (8,992,470) |
| Interest expense on bank borrowings | (32,564,947) | (4,356,047) | (24,602,936) | (11,650,246) |
| Derivative transaction income / (expense) | 43,039,542 | 25,520,189 | 10,119,814 | (566,445) |
| Bank commission expenses | (1,808,919) | (836,221) | (2,444,281) | (1,188,458) |
| Other | (8,521,025) | (4,267,709) | (13,179,902) | (7,584,191) |
| (173,965,826) | (70,631,690) | (110,398,236) | (29,981,810) |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| Non-Monetary items | 30 June 2025 |
|---|---|
| Statement of financial position items | |
| Inventories | (644,853) |
| Prepaid expenses | (71,465,774) |
| Investments valued by equity method, financial investments, | |
| subsidiaries | 117,608 |
| Goodwill | 31,550,994 |
| Property, Plant and Equipment | 1,277,939,402 |
| Intangibles | 580,127,375 |
| Right of use assets | 62,068,586 |
| Deferred tax assets | (300,920,617) |
| Paid-in capital | (691,916,163) |
| Legal reserves | (67,349,248) |
| Share premiums/(discounts) | (3,546,839) |
| Other comprehensive income (losses) that | |
| will not be reclassified in profit or loss | 1,520,662 |
| Retained earning | (972,102,906) |
| Statement of profit or loss items | |
| Revenue | (51,754,594) |
| Cost of sales | 319,024,630 |
| Marketing expenses | 1,276,295 |
| General administrative expense | 4,120,441 |
| Other income and expenses from operating activities | (876,816) |
| Finance income/expense | (5,557,920) |
| Monetary gain and/(loses) | 111,610,263 |
| 30 June 2025 |
31 December 2024 |
|
|---|---|---|
| Current income tax expense | 78,803,297 | 126,381,393 |
| Less: Prepaid taxes | (50,082,627) | (94,511,044) |
| Total tax (liabilities)/ asset | 28,720,670 | 31,870,349 |
The corporate tax rate is applied to the tax base found by adding expenses that are not deductible according to tax laws to the commercial income of the corporations, and deducting the exemptions (participation income exemptions) and discounts (such as R&D discounts) included in the tax laws. If the profit is not distributed, no other tax is paid.
Companies calculate a provisional tax of 25% on their quarterly financial profits and declare it by the 14th day of the second month following that period and pay it by the evening of the 17th day. The provisional tax paid during the year is for that year and is offset from the corporate tax to be calculated on the corporate tax return to be submitted the following year. If there is a remaining amount of provisional tax paid despite the offset, this amount can be refunded in cash or offset against any other financial debt to the state.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
With the "Law on the Establishment of Additional Motor Vehicle Tax for Compensation of Economic Losses Caused by the Earthquakes Occurring on 6/2/2023 and Amendment of Certain Laws and Legislative Decree No. 375" published in the Official Gazette dated 15 July 2023 and numbered 32249, the provisional tax and corporate tax rate was increased to 25% (30% for Banks and Other Financial Institutions). It was decided that this rate would be applied to provisional and corporate tax declarations submitted after 1 October 2023 (2023: 25%). With the provision added to Article 35 of Law No. 7256 and Article 32 of the Corporate Tax Law, it was stated that a 2 point discount will be applied to the corporate tax rate for 5 accounting periods starting from the accounting period in which the shares of institutions whose shares are offered to the public at least at a rate of 20% to be traded on Borsa Istanbul Equity Market for the first time. The Company's corporate tax rate as of July 1, 2023 has been calculated at 23%. In the consolidated financial statements of the Group as of June 30, 2025, when calculating deferred tax assets and liabilities for its subsidiaries located in Turkey, the tax rate for the parts of the relevant temporary differences to be realized as of 2025 has been taken into account as 25%.
There is no practice of reaching an agreement with the tax authority regarding the taxes to be paid in Turkey. Corporate tax returns are submitted to the affiliated tax office by the evening of the 25th day of the fourth month following the month in which the accounting period is closed.
The authorities authorized to conduct tax audits may examine the accounting records within five years and if an erroneous transaction is detected, the amount of tax to be paid may change due to the tax assessment to be made.
The Group calculates deferred income tax assets and liabilities by taking into account the effects of temporary differences arising from different evaluations between the Turkish Financial Reporting Standards and tax financial statements of the financial position statement items. The temporary differences in question arise from the accounting of income and expenses in different reporting periods according to Turkish Financial Reporting Standards and tax laws and from the transferred financial loss.
The rates to be applied for deferred tax assets and liabilities calculated according to the liability method on longterm temporary differences that will occur in future periods are the tax rates valid on the dates of the financial position statement and these rates are included in the table and explanations above.
The taxes on income reflected to statement of profit or loss for the periods ended 30 June 2025 and 2024 are summarized below:
| Cumulative temporary differences | Deferred tax assets / (liabilities) | |||
|---|---|---|---|---|
| 30 June 2025 |
31 December 2024 |
30 June 2025 |
31 December 2024 |
|
| Net differences between the | ||||
| tax base and carrying values of | ||||
| property, plant and equipment | 8,880,141,627 | 8,360,523,646 | (2,208,241,942) | (2,090,130,912) |
| Lease liabilities | (137,769,170) | (105,818,161) | 34,442,293 | 26,454,540 |
| Right of use asset | 262,215,176 | 175,099,166 | (65,553,794) | (43,774,791) |
| Derivative instrument | 123,503,126 | 108,200,016 | (30,875,782) | (27,050,004) |
| Exchange rate effects on | ||||
| monetary liabilities | (4,518,366) | (7,226,639) | 1,129,592 | 1,806,660 |
| Provision for employment | ||||
| termination benefits | (14,430,493) | (14,258,068) | 3,607,623 | 3,564,517 |
| Exchange rate change effects on | ||||
| monetary assets | 41,748 | 234,321 | (10,437) | (58,580) |
| Provision for lawsuit | (416,516) | (672,203) | 104,129 | 168,051 |
| Other | (149,781,466) | (93,451,018) | 25,651,901 | 23,362,755 |
| Deferred tax | ||||
| asset / (liabilities), net | (2,239,746,417) | (2,105,657,764) |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
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 2025 and 2024 are as follows:
| Deferred tax liability | 2025 | 2024 |
|---|---|---|
| Opening balance as of 1 January | (2,105,657,764) | (1,805,045,376) |
| Recognised under profit or loss statement | (134,088,653) | (132,392,411) |
| Closing balance as of 30 June |
(2,239,746,417) | (1,937,437,787) |
The taxes on income reflected to statement of profit or loss for the periods ended 30 June 2025 and 2024 are summarized below:
| 1 January- | 1 April- | 1 January- | 1 April | |
|---|---|---|---|---|
| 30 June | 30 June | 30 June | 30 June | |
| 2025 | 2025 | 2024 | 2024 | |
| Income tax expense | (78,833,330) | (27,713,724) | (109,718,726) | (59,765,023) |
| Deferred tax (expense)/income | (134,088,651) | 7,116,715 | (132,392,411) | (22,783,957) |
| Total tax expense | (212,921,981) | (20,597,009) | (242,111,137) | (82,548,980) |
The reconciliation of the taxation on income in the statement of profit or loss for periods ended 30 June 2025 and 2024 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 2025 |
30 June 2024 |
|
|---|---|---|
| Profit before tax | 625,275,926 | 804,589,936 |
| Tax rate of 25% (30 June 2024: 25%) | (156,318,982) | (201,147,484) |
| Exceptions and deductions | 9,448,580 | 14,725,136 |
| Effect of tax rate changes | 8,483,294 | 7,848,831 |
| Non-deductible expenses | (2,738,906) | (1,336,339) |
| Tax base increase expenses | - | (3,420,060) |
| Inflation accounting effects (*) | (71,171,229) | (62,424,768) |
| Other | (624,738) | 3,643,547 |
| Tax expense recognized in statement of profit or |
loss (212,921,981) (242,111,137) (*) 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 2025 and 2024 are disclosed below:
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| 30 June 2025 |
31 December 2024 | ||||||
|---|---|---|---|---|---|---|---|
| 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) | - | - | 3,048,717 | - | - | 5,281,173 | |
| Suzuki Motorlu Araçlar Pazarlama A.Ş. | - | - | 72,534 | - | - | 134,553 | |
| D-Market Elektronik Hizm,Tic A.Ş. (2) | - | - | - | - | - | 33,034 | |
| Doğan Trend | - | - | - | - | - | 108,104 | |
| Otomobilite Motorlu Araçlar Ticaret A.Ş. | - | - | 15,093 | - | - | 14,970 | |
| Karel İletişim Hizmetleri A.Ş. | - | - | 7,424 | - | - | 5,559 | |
| Söğütözü Gayrimenkul Yatırımları ve Ticaret A.Ş. | - | - | 7,060 | - | - | - | |
| - | - | 3,150,828 | - | - | 5,577,393 |
(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,
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| 30 June 2025 |
31 December 2024 | |
|---|---|---|
| Değer Merkezi Hizmetler ve | ||
| Yönetim Danışmanlığı A.Ş. (*) | 1,799,296 | 240,418 |
| 1,799,296 | 240,418 | |
| (*) Represents the lease liabilities recognised in accordance with TFRS 16 standard. |
| 30 June 2025 |
31 December 2024 | |
|---|---|---|
| Değer Merkezi Hizmetler ve | ||
| Yönetim Danışmanlığı A.Ş. (*) | 297,746 | 347,392 |
| 297,746 | 347,392 | |
(*) Represents the lease liabilities recognised in accordance with TFRS 16 standard.
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| 1 January – 30 June 2025 |
1 April – 30 June 2025 |
||||||
|---|---|---|---|---|---|---|---|
| Transactions with related parties | Purchases of Goods and services |
Sales of Goods and services |
Financial Expenses |
Purchases of Goods and services |
Sales of Goods and services |
Financial Expenses |
|
| Değer Merkezi Hizmetler ve Yönetim Danışmanlığı A.Ş.(1) |
15,016,154 | - | - | 7,786,587 | - | - | |
| Suzuki Motorlu Araçlar Pazarlama A.Ş. | 457,167 | - | - | 157,522 | - | - | |
| Doğan Trend Otomotiv Ticaret Hizmetve Teknoloji A.Ş. | 2,070,736 | - | - | - | - | - | |
| D-Market Elektronik Hizm.Tic A.Ş. | 120,779 | - | - | 120,369 | - | - | |
| Otomobilite Motorlu Araçlar Ticaret A.Ş. | 144,784 | - | - | 40,196 | - | - | |
| Other | - | (270,263) | - | - | (263,637) | - | |
| 17,809,620 | (270,263) | - | 8,104,674 | (263,637) | - | ||
(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 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) | 14,341,606 | - | - | 7,350,877 | - | - | |
| Suzuki Motorlu Araçlar Pazarlama A.Ş. | 912,456 | - | - | 452,599 | - | - | |
| Doğan Trend Otomotiv Ticaret Hizmetve Teknoloji A.Ş. | 591,984 | - | - | 239,386 | - | - | |
| D-Market Elektronik Hizm.Tic A.Ş. | 530,829 | - | - | 416,965 | - | - | |
| Otomobilite Motorlu Araçlar Ticaret A.Ş. | 20,010,738 | - | - | 655,840 | - | - | |
| Other | 929,779 | (22,841) | - | - | (18,984) | - | |
| 37,317,392 | (22,841) | - | 9,115,667 | (18,984) | - |
(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 2025.)
The key management team of the Group is made up of members of the Board of Directors, General Manager, Deputy General Managers. Benefits provided for the key management members within the period are as the follows:
| 1 January - 30 June 2025 |
1 April- 30 June 2025 |
1 January - 31 June 2024 |
1 April 30 June 2024 |
|
|---|---|---|---|---|
| Salaries and other short term benefits | 14,629,687 | 7,344,399 | 13,707,220 | 6,843,658 |
| 14,629,687 | 7,344,399 | 13,707,220 | 6,843,658 |
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 2025 |
31 December 2024 |
| - Investment funds and other short term financial investments |
228,877,491 | - |
| Total | 228,877,491 | - |
| 30 June 2025 |
31 December 2024 | ||||
|---|---|---|---|---|---|
| TRY | % | TRY | % | ||
| Enerji Piyasaları İşletme A.Ş.(*) | 1,217,900 | <1 | 1,217,900 | <1 | |
| 1,217,900 | 1,217,900 |
| 1 January - 30 June 2025 |
1 April - 30 June 2025 |
1 January - 30 June 2024 |
1 April - 30 June 2024 |
|
|---|---|---|---|---|
| Net profit for the period attributable to equity | ||||
| holders of the Parent Company | ||||
| Weighted average number of shares with | 412,353,946 | 270,538,736 | 562,478,795 | 257,010,685 |
| face value of TRY 1 each | 540,000,000 | 540,000,000 | 540,000,000 | 540,000,000 |
| Earning per Share | 0.764 | 0.501 | 1.042 | 0.476 |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
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 2025 |
31 December 2024 | |
|---|---|---|
| Foreign currency assets | 711,066,281 | 145,578,244 |
| Foreign currency liabilities | (2,025,100,293) | (2,579,301,801) |
| (1,314,034,012) | (2,433,723,557) |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
The table below summarizes the foreign currency position risk of the Group as of 30 June 2025 and 31 December 2024. 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 2025 | ||||
|---|---|---|---|---|
| TRY Equivalent (Functional |
||||
| currency) | USD | EUR | ||
| 1. | Trade receivables | - | - | - |
| 2a. | Monetary financial assets | 711,066,281 | 16,436,369 | 1,241,687 |
| 2b. | Non-monetary financial assets | - | - | - |
| 3. | Other | - | - | - |
| 4. | Current assets (1+2+3) | 711,066,281 | 16,436,369 | 1,241,687 |
| 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) | 711,066,281 | 16,436,369 | 1,241,687 |
| 10. | Trade payables | 861,857 | - | 18,492 |
| 11. | Financial liabilities | 284,981,699 | 3,147,327 | 3,419,889 |
| 12a. | Other monetary liabilities | - | - | - |
| 12b. | Other non-monetary liabilities | - | - | - |
| 13. | Short term liabilities (10+11+12) | 285,843,556 | 3,147,327 | 3,438,381 |
| 14. | Trade payables | - | - | - |
| 15. | Monetary liabilities | 1,739,256,737 | 27,000,000 | 14,227,960 |
| 16a. | Other monetary liabilities | - | - | - |
| 16b. | Other non-monetary liabilities | - | - | - |
| 17. | Long term liabilities (14+15+16) | 1,739,256,737 | 27,000,000 | 14,227,960 |
| 18. | Total liabilities (13+17) | 2,025,100,293 | 30,147,327 | 17,666,341 |
| 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) | (1,314,034,012) | (13,710,958) | (16,424,654) |
(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 June 2025.)
| 31 December 2024 | ||||
|---|---|---|---|---|
| TRY Equivalent (Functional currency) |
USD | EUR | ||
| 1, | Trade receivables | - | - | - |
| 2a. | Monetary financial assets | 145,578,245 | 3,524,752 | 11,413 |
| 2b. | Non-monetary financial assets | - | - | - |
| 3. | Other | - | - | - |
| 4. | Current assets (1+2+3) | 145,578,245 | 3,524,752 | 11,413 |
| 5. | Trade receivables | - | - | - |
| 6a. | Monetary financial assets | - | - | - |
| 6b. | Non-monetary financial assets | - | - | - |
| 7. | Other | - | - | - |
| 8. | Non-current assets (5+6+7) | - | - | - |
| 9. | Total assets (4+8) | 145,578,245 | 3,524,752 | 11,413 |
| 10. | Trade payables | 11,486,514 | 278,549 | - |
| 11. | Financial liabilities | 650,900,058 | 12,116,833 | 3,522,180 |
| 12a. | Other monetary liabilities | - | - | - |
| 12b. | Other non-monetary liabilities | - | - | - |
| 13. | Short term liabilities (10+11+12) | 662,386,572 | 12,395,382 | 3,522,180 |
| 14. | Trade payables | - | - | - |
| 15. | Monetary liabilities | 1,916,915,230 | 30,000,000 | 15,831,954 |
| 16a. | Other monetary liabilities | - | - | - |
| 16b. | Other non-monetary liabilities | - | - | - |
| 17. | Long term liabilities (14+15+16) | 1,916,915,230 | 30,000,000 | 15,831,954 |
| 18. | Total liabilities (13+17) | 2,579,301,802 | 42,395,382 | 19,354,134 |
| Foreign Currency Derivative Instruments | ||||
| 19. | Net Asset / (Liability) Position (19a-19b) | - | - | - |
| Effect of foreign currency denominated derivatives | - | - | - | |
| 19a. | / Off-Balance Sheet (+) | |||
| Effect of foreign currency denominated derivatives | ||||
| 19b. | / Off-Balance Sheet (-) | - | - | - |
| 20. | Net foreign currency position (9-18+19) | (2,433,723,557) | (38,870,630) | (19,342,721) |
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 2025 |
31 December 2024 | |||
|---|---|---|---|---|---|
| USD | EURO | USD | EURO | ||
| 20% Appreciation | (85,132,404) | (176,946,595) | (145,362,939) | (77,119,041) | |
| 20% Depreciation | 85,132,404 | 176,946,595 | 145,362,939 | 77,119,041 |
The project transfer procedures for the 9 MW Solar Power Plant Project to be established in Germany have been completed as of 5 August 2025, as the terms and closing conditions stipulated in the contract prepared for the project have been fulfilled. With the completion of the transfer procedures for the relevant project, Sunspark's current total capacity in Germany has increased to 61 MW, comprising 31 MW of Agri-PV and 30 MW of BESS.
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