Management Reports • Oct 27, 2025
Management Reports
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" This Activity Report ("Report") has been prepared in accordance with the provisions of Article 516 of the Turkish Commercial Code, the provisions of the Regulation on the Minimum Content of Companies' Activity Reports published in the Official Gazette dated August 28, 2012 and numbered 28395 by the Ministry of Customs and Trade, Article 8 of the Capital Markets Board's Communiqué (II-14.1) on Principles Regarding Financial Reporting in the Capital Markets, and the relevant provisions of the Communiqué (II-17.1) on Corporate Governance.
This Report aims to evaluate our Company's activities for the period from January 1, 2025 to September 30, 2025, and to provide information to our investors."
| COMPANY INFORMATION | 3 |
|---|---|
| CAPITAL AND SHAREHOLDING STRUCTURE | 4 |
| SUBSIDIARIES AND AFFILIATES | 5 |
| BOARD OF DIRECTORS | 5 |
| CURRICULA VITAE | 7 |
| STATEMENTS OF INDEPENDENCE OF INDEPENDENT MEMBERS OF THE BOAR DİRECTORS | |
| ORGANIZATIONAL CHART | 16 |
| INTERNAL SYSTEMS, PRINCIPLES AND POLICIES OF THE COMPANY | 16 |
| Principles of Remuneration for Members of the Board of Directors and Senior Executives | 17 |
| CORPORATE POLICIES | 18 |
| GENERAL ASSEMBLY INFORMATION | 22 |
| SIGNIFICANT DEVELOPMENTS DURING THE REPORTING PERIOD | 23 |
| FINANCIAL STATEMENTS | 24 |
| RELATED PARTY TRANSACTIONS | 25 |
| Receivable / Payable Balances | 25 |
| Purchase / Sales Transactions | 26 |
| OTHER DISCLOSURES OF THE COMPANY WITHIN THE SCOPE OF CMB AND TO REGULATIONS | |
| SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD | 27 |
| GENERAL ECONOMIC ASSESSMENTS | 27 |
| Consumer Confidence Index | 27 |
| SHARE PERFORMANCE ("LYDYE.E") | 28 |
In this Activity Report, the term "our Company" is used, depending on the context, to refer to either the Company itself or, within the scope of consolidation, to its subsidiaries, collectively referred to as the Group.
Lydia Yeşil Enerji Kaynakları Corp. was established under the trade name Taze Kuru Ltd. Şti. in April 2009 as a Limited Liability Company. In October 2012, the Company was offered to the public on the Borsa İstanbul Emerging Companies Market. Pursuant to the resolution adopted at the Ordinary General Assembly Meeting held on September 24, 2021, the Company's trade name was changed to Tetamat Gıda Yatırımları Corp.
At the Ordinary General Assembly Meeting for the year 2023, held on August 27, 2024, the amendment text of the Articles of Association, which included the change of the Company's field of activity to energy generation and its trade name to Lydia Yeşil Enerji Kaynakları Corp., was approved and subsequently registered with the Trade Registry on September 4, 2024.
The Company's purpose and scope of activities are as follows.
The Company produces electricity energy through its Solar Power Plants (SPP) located in Çankırı and sells electricity to the affiliated distribution company within the framework of EMRA renewable energy regulations. The installed capacity of the SPPs is 6,290.60 kWp, and the detailed table is provided below.
| Lydia Renewable Energy SPP Details | |||
|---|---|---|---|
| Plant Name | Plant Address | Installed Capacity (kWp) | |
| Yörük 1 | Çankırı Province, Central District |
1.263,16 | |
| Yörük 2 | Çankırı Province, Central District |
1.286,78 | |
| Yörük 3 | Çankırı Province, Central District |
1.268,82 | |
| Yörük 4 | Çankırı Province, Central District |
1.280,79 | |
| Yörük 5 | Çankırı Province, Central District |
1.191,05 |
Company Name : Lydia Yeşil Enerji Kaynakları Corp.
Registered Address in the Trade Registry : Levazım Mah. Vadi Cad. Zorlu Center No:2 İç Kapı
No: 141 Beşiktaş/İstanbul
Trade Registry Office of Registration : Istanbul Trade Registry Office
Trade Registry Number : 259130-5
Website Address : www.lydiayesilenerji.com E-mail Address : [email protected]
Telephone Number : + 90 533 895 99 60
Kep Address : [email protected]
Share Capital : 1.891.069,68 TL
The Company has adopted the registered capital system pursuant to the provisions of the Capital Markets Law, with the permission of the Capital Markets Board of Türkiye (CMB) dated August 29, 2012 and numbered 30/964. The Company's registered capital ceiling is TL 50,000,000 (Fifty Million Turkish Lira), divided into 50,000,000 (Fifty Million) shares each with a nominal value of TL 1 (One). The authorization granted by the Capital Markets Board for the registered capital ceiling is valid for the years 2024–2028 (5 years).
The Company's issued and fully paid-in capital amounts to TL 1,891,069.68 (One Million Eight Hundred Ninety-One Thousand Sixty-Nine Turkish Lira and Sixty-Eight Kurus), consisting of TL 59,488.99 of registered (A) Group shares and TL 1,831,580.69 of bearer (B) Group shares. This capital is divided into 1,891,069.68 shares, each with a nominal value of TL 1.00, and has been fully paid-in free of collusion.
In the election of the members of the Board of Directors, each (A) Group registered share entitles the holder to 15 (fifteen) voting rights, while each (B) Group bearer share entitles the holder to 1 (one) voting right.
The shareholding structure of the Company is as follows:
| LYDİA YEŞİL ENERJİ KAYNAKLARI CORP. CAPİTAL AND SHAREHOLDİNG STRUCTURE |
||||
|---|---|---|---|---|
| Shareholder Name | Share Amount (TL) | Shareholding (%) |
||
| Lydia Holding Corp. | 1.227.078 | 64,89 | ||
| Others | 663.992 | 28,61 | ||
| TOTAL | 1.891.070 | 100,00 |
Lydia Yeşil Enerji Kaynakları Corp. has merged with its wholly-owned subsidiaries, Birinci Enerji Üretim Corp. and Taze Kuru Net Gıda Pazarlama Corp., through a merger by acquisition. The merger was carried out pursuant to Articles 155 and 156 of the Turkish Commercial Code (TCC), under the provisions governing a "simplified merger procedure."
The financial statements dated December 31, 2024 were used as the basis for the merger, and the application to the Capital Markets Board of Türkiye (CMB) was submitted on March 13, 2025. Since Lydia Yeşil Enerji was the sole shareholder of the absorbed companies, no capital increase, right of withdrawal, equalization payment, or severance payment arose as a result of the merger.
Accordingly, no merger report was prepared, the transaction was not submitted for the approval of the general assembly, and the right of examination was not applicable. Along with the merger announcement, the Merger Agreement, the Merger Announcement Text, and the financial statement attachments were publicly disclosed.
Within this scope, the application made by our Company for a simplified merger pursuant to TCC and the CMB Communiqué No. II-23.2 on Mergers and Demergers, through the acquisition of its 100% subsidiaries Birinci Enerji Üretim Corp. and Taze Kuru Net Gıda Pazarlama Corp., was approved by the Capital Markets Board on May 30, 2025. Following the CMB approval, the merger was registered with the Trade Registry on June 30, 2025 and announced in the Turkish Trade Registry Gazette (TTRG).
The Members of the Board of Directors are vested with the authorities stipulated in Articles 8 and 9 of the Company's Articles of Association, within the framework of the relevant provisions of the Turkish Commercial Code (TCC) and the Capital Markets Board (CMB) regulations. The Company is managed by the Board of Directors and represented and bound externally by the Board. The Board of Directors
fulfills the duties assigned to it under the Turkish Commercial Code, the Capital Markets Law, other applicable legislation, and resolutions of the General Assembly.
The General Manager is responsible for managing the Company in accordance with the resolutions of the Board of Directors and the provisions of the Turkish Commercial Code, the Capital Markets Law, the Communiqués of the Capital Markets Board, and other applicable legislation. The auditors to be appointed within the Company must meet the qualifications specified in the Turkish Commercial Code and Capital Markets Legislation.
Members of the Board of Directors may engage in transactions under the first paragraph of Article 395 of the TCC, titled "Prohibition of Transactions with the Company and Borrowing from the Company," and Article 396, titled "Non-Competition Obligation," only with the approval of the General Assembly. During the period, neither the members of the Board of Directors nor their spouses or relatives up to the second degree by blood or marriage have engaged in any transactions within the scope of these provisions.
Some of the shareholders holding management control, members of the Board of Directors, and their spouses and relatives up to the second degree by blood or marriage serve as board members or executives in other companies, including those engaged in similar fields of activity as the Company. During the period, there have been no significant transactions requiring disclosure within the scope of Article 1.3.6 of the Corporate Governance Communiqué. There are no restrictions on the members of the Board of Directors holding other duties or positions outside the Company.
At the Ordinary General Assembly Meeting of our Company held on August 27, 2024, regarding the financial year 2023, in accordance with the Corporate Governance Principles and the regulations of the Capital Markets Board, the members of the Board of Directors were elected to serve for a term of three years.
Dr. Semra Demircioğlu was appointed as a member of the Board of Directors by the resolution of the Board dated July 25, 2025, to be submitted for the approval of the next General Assembly.
As of September 30, 2025, the list of the members of the Board of Directors is presented in the following table.
| BOARD OF DIRECTORS | ||||||
|---|---|---|---|---|---|---|
| Name and Surname |
Position | Date of Election at the General Assembly and Term of Office |
Positions Held in the Issuer During the Last Five Years |
Duties Held Outside the Company |
Capital Share (TL) |
Ratio (%) |
| Enver Çevik | Chairman of the Board of Directors |
August 27, 2024; 3 years |
- | Chairman of the Board of Directors of Lydia Holding Corp. and |
0 | 0 |
| BOARD OF DIRECTORS | ||||||
|---|---|---|---|---|---|---|
| Name and | Date of Election at the |
Positions Held in the Issuer |
Duties Held Outside the |
Capital | ||
| Surname | Position | General Assembly and |
During the Last Five |
Company | Share (TL) |
Ratio (%) |
| Term of Office | Years | Ufuk Yatırım Yönetim ve Gayrimenkul Corp. |
||||
| Kemal Akkaya |
Vice Chairman of the Board of Directors |
August 27, 2024; 3 years |
- | Chairman, Vice Chairman and Board Memberships of the Board of Directors in Various Companies |
0 | 0 |
| Dr. Semra Demircioğlu |
Member of the Board of Directors |
Appointed by the Board resolution dated 25.07.2025 to be submitted for approval at the next General Assembly |
- | Board Memberships of the Board of Directors in Various Companies |
0 | 0 |
| Osman Dereli |
Independent Member of the Board of Directors |
August 27, 2024; 3 years |
- | Board Memberships of the Board of Directors in Various Companies |
0 | 0 |
| Ergin İçenli |
Independent Member of the Board of Directors |
August 27, 2024; 3 years |
- | Board Memberships of the Board of Directors in Various Companies |
0 | 0 |
CURRİCULA VİTAE
Enver Çevik started his business career in Istanbul at a young age and entered the capital markets—then newly developing in Türkiye in the early 1990s—as an investor. While continuing his commercial activities, he simultaneously enhanced his knowledge and experience in the capital markets. Over time, Enver Çevik combined his commercial experience with his capital markets expertise, investing in various sectors and diversifying his business activities. Mr. Çevik currently serves as the Chairman of the Board of Directors of Lydia Holding Corp., Lydia Yeşil Enerji Kaynakları Corp., Ufuk Yatırım Yönetim ve Gayrimenkul Corp., EC Gayrimenkul Yatırımları Corp., and Lydia Yatırım Holding Corp.
Kemal Akkaya completed his undergraduate and graduate studies in the field of Business Administration. Mr.Akkaya began his career in 1997 at Oyak Yatırım Menkul Değerler Corp. as an Assistant Specialist and, until 2015, successively held the positions of Investment Specialist, Deputy Investment Manager, and Investment Manager. Kemal Akkaya has over 20 years of experience in the capital markets and is also experienced in the field of venture capital as an angel investor. He holds the Capital Market Activities Level 3 License and the Derivative Instruments License. He currently serves as the Vice Chairman of the Board of Directors of Lydia Holding Corp., Lydia Yeşil Enerji Kaynakları Corp., and Ufuk Yatırım Yönetim ve Gayrimenkul Corp. also serves as the Chairman of the Board of Directors within the Bulls Group of Companies.
After graduating with honors from the English Economics Department of Marmara University, Dr. Semra Demircioğlu began her career in the financial sector, serving as an economist in various investment companies. During this period, she contributed to magazines and newspapers with her economic articles and reached broad audiences by appearing on television programs with her market analyses. In 2016, Dr. Demircioğlu joined Ziraat Portföy Corp., where she held responsibilities as an economist and risk manager. During the same period, she accelerated her academic development, completing her master's degrees at Marmara University and Boğaziçi University. In 2019, Dr. Demircioğlu joined the Param Group as Deputy General Manager of Treasury, shaping the group's financial strategies. In 2021, she was appointed CEO of Turk Finansman Corp., where she pioneered the establishment of Türkiye's first "Buy Now, Pay Later" (BNPL) system, leading the creation of an endto-end digital consumer credit infrastructure. In 2022, she was appointed Executive Board Member Responsible for Risk within the Param Group. During this period, she also successfully completed her academic studies and received her Ph.D. degree in 2024, achieving significant milestones both academically and professionally.
As of 2025, Dr. Demircioğlu serves as the CEO and Member of the Board of Directors of Lydia Holding Corp., while also holding board memberships at Lydia Yeşil Enerji Kaynakları Corp., Ufuk Yatırım Yönetim ve Gayrimenkul Corp., and various other companies. Blending her academic background with her business expertise, Dr. Demircioğlu continues to contribute to the public by providing economic and market analyses on television channels.
Ergin İçenli graduated from the Faculty of Political Sciences, Department of Business Administration at Ankara University in 1989. He began his professional career in the same year as an Assistant Inspector at the Inspection Board of the Ministry of Finance. Between 1993 and 2000, he served as Finance Manager at Bem Dış Ticaret Corp., between 2001 and 2007 as General Manager at Abbate Giyim
Tekstili Corp., and between 2007 and 2009 as Financial Affairs Coordinator at Star Gazetecilik and Kanal 24 TV.
Mr. İçenli also served as Chairman of the Board of Trustees of Ahmet Yesevi University between 2008 and 2009, Deputy General Manager at Bileşim Corp. between 2009 and 2012, and Deputy General Manager at Güneş Sigorta Corp. between 2012 and 2014. He was a Member of the Board of Directors at RCT Asset Management Corp. between 2010 and 2016, and General Manager of Asya Emeklilik ve Hayat Corp. (appointed by the SDIF) between 2015 and 2016.
Between 2016 and 2020, he served as General Manager and Chairman of the Board of Directors of Türkiye Şeker Fabrikaları Corp. under the Ministry of Treasury and Finance, and between 2020 and 2022, as General Manager and Member of the Board of Directors of Tarım Kredi Holding, also holding Chairman and Member of the Board positions in other group companies.
Between 2023 and 2024, he served as a Member of the Board of Directors at Koru Sigorta Corp. (appointed by the Insurance and Private Pension Regulation and Supervision Agency – SEDDK).
Ergin İçenli is currently serving as an Independent Member of the Board of Directors at Lydia Yeşil Enerji Kaynakları Corp.
Osman Dereli graduated from the Faculty of Political Sciences at Ankara University. Between 1997 and 2008, he served at the Ministry of Finance as Assistant Account Specialist and Account Specialist at the Board of Account Experts. From 2008 to 2012, he worked as Group Head at the Revenue Administration, and between 2012 and 2016, he held the position of Deputy Chairman of the Public Oversight Authority. From 2016 to 2020, Mr. Dereli served as President of the Financial Crimes Investigation Board (MASAK), and between 2020 and 2023, Mr. Dereli worked as Advisor to the Minister of Finance. In 2023, he became a partner at RYM Reform and continues to hold this position. Osman Dereli is an Independent Member of the Board of Directors at Lydia Holding Corp.
Our independent board members, Ergin İçenli and Osman Dereli, submitted to the Board of Directors at the time of their appointment the declaration confirming their independence, in accordance with the relevant legislation and the Company's Articles of Association.
At Lydia Yeşil Enerji Kaynakları Corp.,
a) I declare that within the last five years, there has been no employment relationship in an executive position entailing significant duties and responsibilities between myself, my spouse, or my relatives by blood or marriage up to the second degree and the Company, its subsidiaries or affiliates under its management control or significant influence, its shareholders holding management control or significant
influence, or the legal entities controlled by such shareholders; that I do not, individually or jointly, hold more than 5% of the Company's capital, voting rights, or privileged shares; and that no material commercial relationship has been established with these parties.
Pursuant to Article 8 of the Company's Articles of Association, titled "Board of Directors, Election of Members, Meetings, Distribution of Duties, and Term of Office," and in order to ensure that the Board of Directors fulfills its duties and responsibilities effectively, a total of three committees—namely, the Audit Committee, the Corporate Governance Committee, and the Early Detection of Risk Committeehave been established in accordance with the Turkish Commercial Code (TCC) and the Capital Markets Legislation. The working principles of these committees were updated by the resolution of the Board of Directors dated September 18, 2024. The Nomination and Remuneration Committees have not been established, and their duties shall be carried out by the Corporate Governance Committee.
| Audit Committee | |
|---|---|
| Committee Chairperson | Ergin İçenli |
| Committee Member | Osman Dereli |
The primary purpose of the Audit Committee is to oversee the operation of the Company's accounting and reporting systems within the framework of applicable laws and regulations, the public disclosure of financial information, and the functioning and effectiveness of the independent audit and internal control systems.
The Audit Committee consists of at least two members, who are selected from among the independent members of the Board of Directors. At least one of these members must have a minimum of five years of experience in auditing, accounting, or finance. The members of the Audit Committee are appointed by the Board of Directors each year, at the latest during the first board meeting following the Company's Ordinary General Assembly meeting.
The activities and the results of the meetings of the Audit Committee are disclosed in the annual report. The number of written notifications made by the Audit Committee to the Board of Directors during the fiscal period is also stated in the annual report.
The Audit Committee performs the following duties, including but not limited to:
• The Audit Committee submits to the Board of Directors, in writing, its assessments on the accuracy and fairness of the annual and interim financial statements to be disclosed to the public, together with the opinions of the Company's responsible managers and independent auditors, and its own evaluations regarding their compliance with the accounting principles adopted by the Company.
In addition, in the event that the Company's shares are offered to the public through a capital increase, the Audit Committee is obliged to prepare, in addition to the aforementioned report, a report within ten business days following the announcement of the first two financial statements disclosed to the public after the Company's shares start to be traded on the stock exchange, indicating whether the funds obtained from the capital increase have been used in accordance with the purposes stated.
The resolutions of the Audit Committee are of an advisory nature to the Board of Directors, and the activities and recommendations of the committee do not remove the responsibilities of the members of the Board of Directors arising from the Turkish Commercial Code. The Board of Directors provides the necessary resources and support for the Audit Committee to fulfill its duties and responsibilities. The Audit Committee may obtain information from the Company's executives and employees (within the framework of confidentiality, if necessary) regarding the matters under its review or related issues and may invite relevant persons to committee meetings. The Audit Committee may also benefit from the opinions of independent experts on matters it deems necessary in connection with its activities.
| Early Detection of Risk Committee | |||
|---|---|---|---|
| Committee Chairperson | Osman Dereli | ||
| Committee Member | Hüseyin Erkan |
The primary purpose of the Early Detection of Risk Committee is to identify, assess, and evaluate all strategic, operational, financial, legal, and other risks that may endanger the Company's existence, development, and continuity; to calculate their impact and probability; to ensure that these risks are managed and reported in line with the Company's corporate risk-taking profile; to oversee the implementation of necessary measures related to identified risks; to ensure that such risks are taken into consideration in decision-making processes; and to provide recommendations to the Board of Directors for the establishment and integration of effective internal control systems accordingly.
The Early Detection of Risk Committee consists of at least two members. The chairperson of the Committee is selected from among the independent members. If the Committee consists of two members, both shall be non-executive members of the Board of Directors; if it consists of more than two members, the majority shall be selected from among non-executive members of the Board of Directors. Individuals who are not board members but are experts in their field may also be appointed as members of the Committee. The Chief Executive Officer or General Manager may not serve on the Committee.
The Early Detection of Risk Committee convenes and takes decisions with the presence of the absolute majority of its members. It may also adopt resolutions without holding a meeting, provided that all members agree in writing. The Committee may meet as frequently as required by its duties, either at the Company's headquarters or at another location where the members are present. The quorum for meetings and decisions is the absolute majority of the total number of members.
The Early Detection of Risk Committee documents all its work in writing, keeps records thereof, and reports to the Board of Directors the information, findings, and results regarding its activities and meetings. The Committee immediately submits to the Board of Directors in writing its findings and recommendations related to its field of responsibility. The resolutions of the Early Detection of Risk Committee are of an advisory nature to the Board of Directors, and the final decision-making authority on related matters rests with the Board of Directors.
The Early Detection of Risk Committee fulfills the following duties, including but not limited to:
All necessary resources and support required for the Committee to perform its duties are provided by the Board of Directors. The Early Detection of Risk Committee may invite any executive it deems necessary to its meetings and obtain their opinions. The Committee may also seek the opinions of independent experts when necessary. The Committee acts within its authority and responsibility, prepares a report every two months containing its assessments, recommendations, and suggestions, and submits it to the Board of Directors. The reports submitted to the Board of Directors are also communicated to the independent auditor. The final decision-making authority rests with the Board of Directors.
The primary purpose of the Corporate Governance Committee is to determine whether the corporate governance principles are being implemented in the Company, to identify the reasons if they are not implemented, and to detect any conflicts of interest arising from the failure to fully comply with these principles, and to provide recommendations to the Board of Directors for the improvement of corporate governance practices. In addition, the Committee fulfills the duties of the Nomination Committee and the Remuneration Committee within the scope of the relevant Communiqué of the Capital Markets Board.
The Corporate Governance Committee consists of at least two members of the Board of Directors and the Manager of the Investor Relations Department. The Chairperson of the Committee is selected from among the independent members of the Board of Directors. The Chief Executive Officer or General Manager may not serve on the Committee. If the Committee consists of two members other than the Investor Relations Manager, both shall be non-executive members of the Board of Directors; if it consists of more than two members other than the Investor Relations Manager, the majority shall be selected from among non-executive members of the Board of Directors.
The members of the Committee are appointed by the Board of Directors each year, at the latest during the first board meeting following the Company's Ordinary General Assembly meeting. Members whose term of office has expired may be reappointed. To the extent possible, members of the Committee are selected from among individuals who are not involved in the execution of the Company's daily operations. Individuals with expertise in fields such as accounting, finance, law, or auditing may serve as members of the Committee.
The Committee may convene as frequently as required by its duties, either at the Company's headquarters or at another location where the Committee members are present. The Committee convenes and takes decisions with the presence of the absolute majority of its members. It may also adopt resolutions without holding a meeting, provided that all members agree in writing.
The Corporate Governance Committee documents all its work in writing, keeps records thereof, and reports to the Board of Directors the information, findings, and results regarding its activities and meetings. The Committee immediately submits to the Board of Directors in writing its findings and recommendations related to its field of responsibility.
The Corporate Governance Committee fulfills the following duties, including but not limited to:
The duties foreseen for the Nomination Committee and the Remuneration Committee under the Capital Markets Board regulations are carried out by the Corporate Governance Committee in our Company, and the duties of the Committee in this context are as follows:
Determining the principles and practices regarding the remuneration of the members of the Board of Directors and senior executives, taking into account the Company's long-term goals, and monitoring their implementation.
Establishing criteria that can be used in remuneration based on the performance of the Company and the member.
All necessary resources and support required for the Committee to perform its duties are provided by the Board of Directors. The Corporate Governance Committee may invite any executives it deems necessary to its meetings and obtain their opinions. The Committee may also benefit from the opinions of independent experts when necessary.

Strategic and financial plans are prepared annually by Lydia Yeşil Enerji Kaynakları Corp. and submitted to the Board of Directors. Within the framework of the strategic and financial plan evaluated by the Board of Directors, the Company prepares its annual budget at the end of each year in line with the established procedures and principles, which is then submitted to the Board of Directors following approval by senior management. Based on the strategic plans and budgets, the annual performance of the managers and the Company is determined. The Board of Directors and senior management of Lydia Yeşil Enerji Kaynakları Corp. monitor the Company's progress toward its targets, performance against its budget, and activities through periodic meetings held throughout the year. When necessary, required measures are discussed, and the financial performance of senior management is reviewed against the budget. Strategic progress is monitored in line with the Company's objectives, and recommendations are developed when deemed necessary. During the period, the strategic meetings held by the Board of Directors ensured access to sufficient and transparent information about the Company and allowed for strategic evaluations. In this context, all decisions taken during the period were in line with the Company's strategic objectives and implemented in a timely manner.
Members of the Board of Directors are paid remuneration at a level determined annually by the General Assembly. When determining the remuneration levels of the Board members, factors such as the member's responsibilities in the decision-making process, the required knowledge, skills, competence, and efficiency are taken into consideration. In addition, comparisons are made with the remuneration levels of board members in similar companies within the sector.
The Audit Committee evaluates whether an adequate and continuous system that meets legal requirements has been established within the Company for the transmission of financial statements, reports, and other financial information submitted to the administrative authorities or disclosed to the public.
The Committee ensures compliance with the Company's internal regulations designed to prevent conflicts of interest that may arise between the members of the Board of Directors, senior management, or other related parties, and to avoid the misuse of information that constitutes a trade secret or that may affect the value of the Company's shares.
When necessary, the Committee assesses any non-compliance by the independent external auditor or by the officials who hold significant responsibilities within the Company's accounting or internal control system with the relevant regulations mentioned herein, and shares its findings and recommendations on the matter with the Board of Directors.
The Committee evaluates legal disputes in consultation with legal advisors that may have a material impact on the financial statements.
The Audit Committee evaluates the effectiveness of the risk management system implemented within the Company and, for this purpose, exchanges information and cooperates with other committees established by the Board of Directors.
Risks related to the Company's operations are classified into five main categories: Operational Risk, Capital Risk, Credit Risk, Exchange Rate Risk, and Liquidity Risk.
The purpose of the Disclosure Policy of Lydia Yeşil Enerji Kaynakları Corp. is to maintain active and transparent communication with all stakeholders, including shareholders, investors, employees, and customers (collectively referred to as "capital markets participants"), in compliance with the provisions of the Capital Markets Law ("CML"), the regulations of the Capital Markets Board of Türkiye ("CMB"), the Corporate Governance Principles, other applicable legislation (collectively referred to as the "Capital Markets Legislation"), and the Company's Articles of Association, by providing information regarding the Company's past performance and future expectations. The Company believes that, excluding information considered a "trade secret," sharing its strategies, key elements, risks, and growth opportunities related to its activities with the public will contribute to a more efficient market for its capital market instruments.
In matters of public disclosure, the Company complies with the Capital Markets Legislation as well as the provisions of the Turkish Commercial Code ("TCC"), Borsa İstanbul A.Ş. ("Borsa İstanbul"), and Merkezi Kayıt Kuruluşu A.Ş. ("MKK") regulations, and exercises the utmost diligence in implementing the principles set forth in the CMB Corporate Governance Principles. The Disclosure Policy of Lydia Yeşil Enerji Kaynakları Corp. has been prepared within the framework of the CMB Communiqué Series: VIII, No: 54 on "Principles Regarding Public Disclosure of Material Events." This policy is available on the Company's website (www.lydiayesilenerji.com).
The Company's profit distribution principles are regulated under Article 15 of the Articles of Association, titled "Determination and Distribution of Profit." Accordingly, the Company acts in compliance with the provisions of the Turkish Commercial Code (TCC) and the Capital Markets Legislation in determining and distributing profit.
"At the end of the fiscal period, after deducting the Company's general expenses, depreciation, and other amounts that must be paid or set aside by the Company, as well as the taxes that must be paid by the Company as a legal entity, the remaining profit, as shown in the annual balance sheet, and after deducting previous year losses, if any, shall be distributed in the following order:
a) 5% of the profit shall be set aside as a legal reserve until it reaches 20% of the issued capital.
d) After deducting the amounts specified in paragraphs (a), (b), and (c) from the net profit for the period, the remaining amount may be partially or fully distributed as a second dividend, or may be set aside as a voluntary reserve in accordance with Article 521 of the TTK, as decided by the General Assembly.
e) Of the portion resolved to be distributed to shareholders and other parties entitled to profit participation, one-tenth (1/10) of the amount remaining after deducting a profit share of five percent (5%) of the paid-in capital shall be set aside as a general legal reserve pursuant to the second paragraph of Article 519 of the TTK.
f) Unless the reserves required to be set aside in accordance with the law and the profit share allocated to shareholders as specified in the articles of association or profit distribution policy are set aside; no decision may be made to allocate other reserve funds, to carry profits forward to the following year, or to distribute profits to members of the Board of Directors, officers, employees, and workers, to foundations established for various purposes, and to such persons and/or institutions; nor may profits be distributed to these persons unless the profit share determined for shareholders is paid in cash.
g) The profit share shall be distributed equally to all existing shares as of the distribution date, regardless of their issuance and acquisition dates.
The method and timing of profit distribution shall be determined by the General Assembly upon the proposal of the Board of Directors.
The Company may distribute advance dividends to its shareholders within the framework of the regulations set forth in the Capital Markets Legislation.
The profit distribution resolution adopted by the General Assembly in accordance with these provisions of the Articles of Association cannot be revoked.
This policy and the Company's Articles of Association can be accessed at www.lydiayesilenerji.com.tr
The purpose of the Donation and Aid Policy is to establish the principles of donations and aids to be made by the Company in compliance with the applicable regulations and the provisions of the Articles of Association.
The Company's Articles of Association include provisions authorizing the Company to make donations.
Within the framework of corporate social responsibility practices, and provided that such donations do not constitute a violation of the provisions on disguised profit transfer under the Capital Markets Law, that the necessary material event disclosures are made, and that donations made within the year are presented to the information of the shareholders at the General Assembly, the Company may make donations and aids by a resolution of the Board of Directors within the limits determined by the General Assembly, provided that such donations do not hinder the Company's operations.
The main principle is that the distributable profit resulting from the Company's activities shall be at the highest possible level to ensure the protection of shareholders' rights, and therefore, donations and aids that would deviate from this principle shall be avoided. No donations may be made in excess of the upper limit determined by the General Assembly, and donations made within a fiscal year shall be added to the net distributable profit base for the relevant accounting period.
Donations and aids may be made in cash and/or in kind.
The Board of Directors is responsible for the implementation, development, and monitoring of this Donation and Aid Policy.
Shareholders shall be informed about any amendments to this Policy during the General Assembly meetings of the relevant accounting period.
The purpose of the Remuneration Policy is to establish the principles of remuneration for the members of the Board of Directors and senior executives with administrative responsibility, in compliance with the applicable regulations and the provisions of the Articles of Association, taking into account the Company's long-term objectives. The Company complies with the provisions of the Turkish Commercial Code (TCC), the Capital Markets Law (CML), and other relevant legislation regarding remuneration.
In determining the remuneration of the members of the Board of Directors and senior executives, factors such as the industry in which the Company operates, macroeconomic indicators, prevailing market compensation levels, the size of the Company, and its long-term goals are taken into consideration. The Corporate Governance Committee conducts research and studies and provides recommendations to the Board of Directors on this matter.
The members of the Board of Directors are paid a Board membership fee each year in the amount determined by the General Assembly.
When determining the remuneration levels of the Board members, factors such as whether they are executive or non-executive, the responsibilities undertaken in the decision-making process, the knowledge, skills, competencies, and experience required for the position, the time and effort spent, and the costs incurred are taken into account. In addition, benchmarking is performed by comparing the remuneration levels of Board members in similar companies within the same industry.
With respect to the remuneration of Independent Members of the Board of Directors, care is taken to ensure that the compensation is at a level that safeguards their independence. Independent Board Members are not granted stock options or performance-based payment plans linked to the Company's performance, no profit share payments are made, and no loans or credits are extended to them.
The expenses incurred by the members of the Board of Directors in connection with their contributions to the Company (such as travel, telephone, insurance, etc.) may be covered by the Company.
Senior Executives and employees of the Company are paid remuneration in the amounts approved by the Board of Directors.
In determining the Remuneration Policy for Senior Executives and Employees, the structure and competitive conditions of the industry, salary surveys, the nature of the ongoing operations, the scope of operational sites, the level of knowledge required, and the number of employees are taken into consideration.
The remuneration of senior executives and employees is determined based on the diversity and scale of the Company's operations, the knowledge, skills, competencies, experience, costs incurred, scope of responsibility, and problem-solving criteria required by their positions. This ensures that remuneration within the Company is fair and competitive with market standards.
All elements of remuneration are personal and confidential. Only the employee, their direct supervisors, and the Human Resources Department have access to this information. Employees are required to exercise the utmost discretion regarding confidentiality and are strictly prohibited from sharing such information with third parties or other Company employees.
The total amounts paid within the year to Senior Executives and Members of the Board of Directors, as determined according to the above principles, are presented to the information of the shareholders at the following General Assembly meeting in accordance with the relevant legislation and are publicly disclosed within the framework of the financial reports.
The Board of Directors is responsible for the implementation, development, and monitoring of this Remuneration Policy.
The Ordinary General Assembly Meeting for the Year 2024 – April 29, 2025
The Ordinary General Assembly Meeting of our Company, convened to evaluate the activities of the 2024 fiscal year, was held on Tuesday, April 29, 2025, at 14:30, at Mövenpick Hotel Istanbul Bosphorus, Barbaros Bulvarı No.165, Beşiktaş / Istanbul, under the supervision of Ms. Şeyma Işık, the Ministry Representative appointed by the Istanbul Provincial Directorate of the Ministry of Trade of the Republic of Türkiye pursuant to its letter dated April 25, 2025, and numbered 00108604920.
In summary, the following resolutions were adopted by the General Assembly:
• It was decided to obtain independent audit services for the 2025 fiscal year financial reports from Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri Corp.
The relevant General Assembly Meeting Minutes and other documents are available on the Company's website at www.lydiayesilenerji.com and on the Public Disclosure Platform (KAP) at https://www.kap.org.tr/tr/Bildirim/1430832.
| Current period | Prior period | |
|---|---|---|
| Unreviewed | Audited | |
| ASSETS | 30 September 2025 | 31 December 2024 |
| Current Assets | 44,505,605 | 1,742,335,815 |
| Cash and Cash Equivalents | 7,282 | 16,933,915 |
| Financial Investments | 19,516,044 | 1,706,080,583 |
| Trade Receivables | 11,839,322 | 5,114,283 |
| Trade Receivables Due from Third Parties | 11,839,322 | 5,114,283 |
| Other Receivables | - | 855,756 |
| Other Receivables Due from Third Parties | - | 855,756 |
| Prepaid Expenses | 265,812 | 359,764 |
| Other Current Assets | 12,877,145 | 12,991,514 |
| Total | 44,505,605 | 1,742,335,815 |
| Non-Current Assets | 3,029,973,628 | 662,660,694 |
| Financial Investments | 2,411,760,000 | - |
| Other Receivables | 41,227 | - |
| Other Receivables Due from Third Parties | 41,227 | - |
| Investment Properties | - | 337,015 |
| Property, Plant and Equipment | 617,833,816 | 661,624,238 |
| Intangible Assets | - | 699,441 |
| Other Intangible Assets | - | 699,441 |
| Prepaid Expenses | 338,585 | - |
| TOTAL ASSETS | 3,074,479,233 | 2,404,996,509 |
| Current period | Prior period | |
|---|---|---|
| Unreviewed | Audited | |
| LIABILITIES | 30 September 2025 | 31 December 2024 |
| Current Liabilities | 8,302,324 | 52,100,179 |
| Trade Payables | 346,074 | 1,306,920 |
| Trade Payables Due to Related Parties | - | 345,649 |
| Trade Payables Due to Third Parties | 346,074 | 961,271 |
| Employee Benefits | - | 137,277 |
| Other Payables | 4,551,446 | 1,537,539 |
| Other Payables Due to Related Parties | 3,489,208 | 95,008 |
| Other Payables Due to Third Parties | 1,062,238 | 1,442,531 |
| Deferred Income | - | 8,483 |
| Current Income Tax Liabilities | - | 47,357,734 |
| Short-Term Provisions | 1,263,184 | 1,588,909 |
| Short-Term Provisions for Employee Benefits | - | 4,503 |
| Other Short-Term Provisions | 1,263,184 | 1,584,406 |
| Other Current Liabilities | 2,141,620 | 163,317 |
| Total | 8,302,324 | 52,100,179 |
| Non-Current Liabilities | 715,791,074 | 521,441,364 |
| Long-Term Provisions | - | 401,029 |
| Long-Term Provisions for Employee Benefits | - | 401,029 |
| Deferred Tax Liabilities | 715,791,074 | 521,040,335 |
| Equity Attributable to Owners of Parent | 2,350,385,835 | 1,831,454,966 |
| Paid-in Share Capital | 1,891,070 | 1,891,070 |
| Adjustment to Share Capital | 16,058,395 | 16,058,395 |
| Share Premium | 149,374,707 | 149,374,707 |
| Additional Capital Contributions of the Shareholders | 11,771,109 | 11,771,109 |
| Business Combinations | - | 310,947,845 |
| Other Comprehensive Income or Expenses not to be | ||
| Reclassified to Profit or Loss | 196,230,665 | 195,607,474 |
| Actuarial gains/(losses) on Employee Benefits | - | (623,191) |
| Gains/(losses) on revaluation and reclassifications | 196,230,665 | 196,230,665 |
| Retained Earnings | 1,456,752,211 | (58,838,968) |
| Profit for the Period | 518,307,678 | 1,204,643,334 |
| TOTAL LIABILITIES AND EQUITY | 3,074,479,233 | 2,404,996,509 |
| Current period | Prior period | |
|---|---|---|
| Unreviewed | Unreviewed | |
| 1 January - | 1 January - | |
| 30 September | 30 September | |
| 2025 | 2024 | |
| Profit or loss | ||
| Revenue | 42,813,790 | 54,385,190 |
| Cost of Sales (-) | (26,215,482) | (31,447,663) |
| GROSS PROFIT | 16,598,308 | 22,937,527 |
| Marketing, Sales and Distribution Expenses (-) | - | (133,971) |
| General Administrative Expenses (-) | (16,625,430) | (27,505,093) |
| Other Operating Income Other Operating Expenses (-) |
16,683,921 (40,381,063) |
5,139,741 (3,899,784) |
| OPERATING PROFIT | (23,724,264) | (3,461,580) |
| Gains from investment activities Losses from investment activities (-) |
726,161,314 (17,309,351) |
156,319,171 - |
| Operating profit before financial income/(expense) | 685,127,699 | 152,857,591 |
| Financial Income Financial Expense (-) |
18,767,013 (14,366,200) |
- (30,405,998) |
| Net monetary position gains/(losses) | 23,529,905 | (2,692,035) |
| PROFIT BEFORE TAX FROM CONTINUING OPERATIONS | 713,058,417 | 119,759,558 |
| Tax income/(expense) | (194,750,739) | (61,743,282) |
| - Current period tax income/(expense) | - | (3,954,675) |
| - Deferred tax income/(expense) | (194,750,739) | (57,788,607) |
| PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING | ||
| OPERATIONS | 518,307,678 | 58,016,276 |
| PROFIT/(LOSS) FOR THE PERIOD | 518,307,678 | 58,016,276 |
| Attributable to | ||
| Non-Controlling Interests | - | - |
| Equity Attributable to Owners of Parent | 518,307,678 | 58,016,276 |
| Earnings per share from continuing operations | 274 | 31 |
| OTHER COMPREHENSIVE INCOME/(EXPENSE) | - | (56,006) |
| Items not to be reclassified to profit or loss | - | (56,006) |
| Actuarial gains/(losses) on Employee Benefits | - | (74,674) |
| Tax effect | - | 18,668 |
| TOTAL COMPREHENSIVE INCOME | 518,307,678 | 57,960,270 |
The total benefits provided to senior management include salaries, bonuses, social security contributions, and attendance fees paid to the members of the Board of Directors. The benefits provided to senior management during the period are as follows:
| 30.09.2025 | 30.09.2024 | |
|---|---|---|
| Benefits and Advantages Provided to Senior Management (TL) |
2.045.417 | 1.232.984 |
| TOTAL | 2.045.417 | 1.232.984 |
As of September 30, 2025, the Company has no employees. (September 30, 2024: 3)
The details of the Company's trade payables to related parties as of September 30, 2025 and December 31, 2024 are as follows:
| Short-Term Other Payables | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Lydia Holding Anonim Şirketi | - | 77.339 |
| EC Gayrimenkul Yatırımları Sanayi ve Ticaret A.Ş. | - | 268.310 |
Total - 345.649
As of September 30, 2025 and December 31, 2024, the Company's other payables to related parties are as follows:
| Short-Term | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Lydia Holding Anonim Şirketi | 3.489.208 | - |
| Lydia Yatırım Holding Anonim Şirketi | - | 95.008 |
| Total | 3.489.208 | 95.008 |
The details of the purchase and sales transactions conducted with related parties as of September 30, 2025 and September 30, 2024 are as follows:
| September 30, 2025 | Sales | Purchases | Rental Expenses |
|---|---|---|---|
| Lydia Holding Anonim Şirketi | - | 1.114.399 | - |
| EC Gayrimenkul Yatırımları Sanayi ve Ticaret A.Ş. | - | - | 810.775 |
| Birinci Enerji Üretim Anonim Şirketi | 854.413 | - | - |
| Taze Kuru Net Gıda Pazarlama A.Ş. | 11.086.529 | - | - |
| Total | 11.940.942 | 1.114.399 | 810.775 |
| Rental | |||
|---|---|---|---|
| September 30, 2024 | Sales | Purchases | Expenses |
| Lydia Holding Anonim Şirketi | - | 21.894.265 | - |
| EC Gayrimenkul Yatırımları Sanayi ve Ticaret A.Ş. | - | 712.391 | - |
| Total | - | 22.606.656 | - |
| Balance Sheet | 30.09.2025 | % | 31.12.2024 | % |
|---|---|---|---|---|
| Current Assets | 44.505.605 | 1,45 | 1.742.335.815 | 72,45 |
| Non-Current Assets | 3.029.973.628 | 98,55 | 662.660.694 | 27,55 |
| TOTAL ASSETS | 3.074.479.233 | 100,00 | 2.404.996.509 | 100,00 |
| Short-Term Liabilities | 8.302.324 | 0,27 | 52.100.179 | 2,17 |
| Long-Term Liabilities | 715.791.074 | 23,29 | 521.441.364 | 21,68 |
| TOTAL LIABILITIES | 724.093.398 | 23,56 | 573.541.543 | 23,85 |
| EQUITY | 2.350.385.835 | 76,44 | 1.831.454.966 | 76,15 |
In the third quarter of 2025, the Company financed 23.56% of its assets through liabilities, consisting of 0.27% short-term and 23.29% long-term, while 76.44% was financed through equity.
It has been disclosed in Note 15.2 of the financial statements dated September 30, 2025.
As of September 30, 2025, the Company made donations and aids amounting to TL 621,993.
None.
None.
According to TurkStat (Turkish Statistical Institute) data, the Consumer Confidence Index decreased by 0.5% in September 2025 compared to the previous month, falling to 83.9. Following the level of 85.1 recorded in June 2025, this decline throughout the third quarter indicates that consumers maintained a cautious outlook regarding economic expectations. Although there was a slight improvement in perceptions about the current situation and expectations for the next 12 months, the weakness in unemployment expectations and spending tendencies kept the index below the reference value of 100.
According to data released by TurkStat (Turkish Statistical Institute) for September 2025, the Consumer Price Index (CPI) increased by 3.23% compared to the previous month, while annual inflation stood at 33.29%. In the composition of price developments during the same period, the 4.62% monthly rise in the Food and Non-Alcoholic Beverages group was the main driver of inflation, contributing 1.11 percentage points. The Education group contributed 0.48 points with a 17.90% monthly increase, while the Housing group contributed 0.44 points with a 2.56% increase.
On an annual basis, the largest contributions came from Food and Non-Alcoholic Beverages (8.60 points), Housing (7.85 points), and Transport (4.15 points) groups. Core inflation (C index) rose by 3.22% in September, with an annual increase of 32.54%. This outlook indicates that price increases in September were concentrated mainly in food, education, and housing items, while on an annual basis, these groups continued to dominate the composition of inflation.
The U.S. Dollar (USD) started the year 2025 at 35.76 TL and followed a fluctuating course throughout the year, closing September at 41.58 TL. The Euro (EUR) opened at 37.15 TL in January and continued its steady upward trend, ending September at around 48.78 TL.
As of September 30, 2025, Türkiye's total installed electricity capacity stands at 121,014 MW (TEİAŞ). According to data from the Ministry of Energy and Natural Resources, as of the end of August 2025, the distribution of installed capacity by source is as follows: Hydraulic 26.7%, Natural Gas 20.3%, Coal 18.2%, Wind 11.5%, Solar 19.8%, Geothermal 1.4%, and Other 2.1%. This composition indicates that renewable resources account for approximately 61.5% of the total installed capacity, while the combined share of wind and solar has reached around 31.3%.
Although installed capacity ratios do not directly translate into generation shares, during certain periods in the summer of 2025, the combined contribution of wind and solar to total electricity generation approached 30%. This development demonstrates the increased operational availability of renewable investments and the transition of grid operations toward a more flexible structure.
Furthermore, as of August 2025, Türkiye's renewable energy installed capacity has exceeded 74,000 MW, with total installed capacity at 120,784 MW, confirming the continued strong growth trend in renewable energy capacity in recent years.

In terms of price movements, LYDYE.E traded between a lowest level of 10,127.500 TL and a highest level of 19,187.500 TL during the period, while the weighted average price was 13,029.086 TL.

Lydia Yeşil Enerji Kaynakları Corp. Board of Directors
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