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GALATA WIND ENERJİ A.Ş.

Quarterly Report Nov 4, 2025

5915_rns_2025-11-04_02a26c11-6f01-4403-8f9c-414307149405.pdf

Quarterly Report

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GALATA WIND ENERJI ANONIM SIRKETI

CONVENIENCE TRANSLATION INTO ENGLISH OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD

AT 1 JANUARY - 30 SEPTEMBER 2025

(ORIGINALLY ISSUED IN TURKISH)

CONTENTS PAGE
---------- ------
INTERIM
POSITION
CONDENSED CONSOLIDATED STATEMENTS
OF FINANCIAL 1 -
2
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
3
INTERIM CONDENSED CONSOLIDATED STATEMENTS
EQUITY
OF CHANGES IN
4
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW 5 -
6
NOTES
STATEMENTS
TO
THE
INTERIM CONDENSED CONSOLIDATED
FINANCIAL 7 -
40

GALATA WIND ENERJI ANONIM SIRKETI INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

ASSETS Notes Unaudited
Current Period
30 September 2025
Audited
Prior Period
31 December 2024
Current assets 1,598,508,319 2,028,746,384
Cash and cash equivalents 3 890,628,397 1,653,670,099
Financial investments 19 327,608,735 -
Trade receivables
- Due from third parties 330,322,450 275,911,105
Other receivables
- Due from third parties 36,177 70,062
Inventories 5,544,452 8,894,034
Prepaid expenses 9 42,535,327 55,393,364
Other current assets 1,832,781 34,807,720
Non-current assets 17,231,711,569 16,546,768,385
Derivative instruments 114,481,910 116,319,759
Financial investments 19 1,309,296 1,309,296
Other receivables
- Due from third parties 1,398,840 730,567
Property, plant and equipment 5 11,170,736,025 11,182,913,401
Intangible assets
- Licenses 6 5,290,497,523 4,546,763,422
- Goodwill 237,342,250 237,342,250
- Other 6 40,214,603 31,516,326
Right of use assets 7 276,490,900 188,239,275
Prepaid expenses 9 99,240,222 241,634,089
TOTAL ASSETS 18,830,219,888 18,575,514,769

The consolidated financial statements as of and for the period ended 30 September 2025 have been approved by the Board of Directors on 4 November 2025.

GALATA WIND ENERJI ANONIM SIRKETI INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

LIABILITIES Notes Unaudited
Current Period
30 September 2025
Audited
Prior Period
31 December 2024
Current liabilities 959,597,049 1,012,128,562
Short-term borrowings
- Bank borrowings 4 - 534,211,720
Short-term portion of long-term borrowings
Short-term portion of long-term borrowings from third parties
- Bank borrowings 4 317,284,985 165,534,363
- Lease liabilities 4 2,785,452 5,084,776
- Short-term portion of long-term borrowings
from related parties
- Lease liabilities 4,18 1,119,969 258,460
Trade payables
- Due to related parties 18 3,430,049 5,995,942
- Due to third parties 83,193,060 167,631,089
Other payables
- Due to related parties 10 346,000,000 -
- Due to third parties 72,826,553 56,643,673
Payables related to employee benefits 2,857,975 27,044,373
Provision for period income tax 17 109,786,570 34,262,021
Short-term provisions
- Other short-term provisions 8 413,277 722,648
- Short-term provisions for employment benefits 19,899,159 14,739,497
Non-current liabilities 4,404,379,452 4,447,648,792
Long-term borrowings
- Long-term borrowings from third parties
- Bank borrowings 4 1,739,245,051 2,060,767,870
- Lease liabilities 4 129,791,638 108,042,463
- Long-term borrowings from related parties
- Lease liabilities 4,18 297,746 373,462
Long-term provisions
- Long-term provisions for
employment benefits 14,953,301 14,790,631
Deffered Tax Liabilities 17 2,520,091,716 2,263,674,366
EQUITY 13,466,243,387 13,115,737,415
Equity attributable to equity holders of the parent company 13,466,243,387 13,115,737,415
Share capital 10 540,000,000 540,000,000
Inflation Adjustments on Capital 4,664,937,096 4,664,937,096
Share premiums/(discounts) 10 26,681,088 26,681,088
Other comprehensive income (losses) that
will not be reclassified in profit or loss
- Actuarial gains (losses) on defined
benefit plans 10 (11,439,172) (11,439,172)
Accumulated other comprehensive income/(expense)
to be reclassified to profit or loss
- Foreign currency conversion differences (1,816,689) (209,367)
- Gains on revaluation and classification of available-for-sale
financial assets 424,587 424,587
Restricted reserves 10 555,985,161 494,397,278
Retained earnings or accumulated losses 6,956,521,981 6,354,348,791
Net profit or loss for the period 734,949,335 1,046,597,114
TOTAL EQUITY AND LIABILITIES 18,830,219,888 18,575,514,769

GALATA WIND ENERJI ANONIM SIRKETI INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE PERIODS 1 JANUARY – 30 SEPTEMBER 2025 AND 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

Notes Unaudited
Current Period
1 January -
30 September
2025
Unaudited
Current Period
1 July -
30 September
2025
Unaudited
Prior Period
1 January -
30 September
2024
Unaudited
Prior Period
1 July -
30 September
2024
PROFIT OR LOSS
Revenue
Cost of sales (-)
11
11
2,231,583,258
(1,153,973,916)
947,480,926
(462,706,861)
2,242,186,110
(1,024,918,141)
823,140,287
(366,049,813)
GROSS PROFIT/ (LOSS) 1,077,609,342 484,774,065 1,217,267,969 457,090,474
General administrative expenses (-)
Marketing expenses (-)
Other operating income
Other operating expenses (-)
12
12
14
14
(174,771,501)
(12,369,694)
420,308,180
(26,496,302)
(60,135,428)
(4,312,870)
133,776,521
(9,056,246)
(168,977,288)
(11,999,125)
114,451,534
(24,006,341)
(67,703,766)
(3,257,373)
45,147,036
(9,650,836)
OPERATING PROFIT/ (LOSS) 1,284,280,025 545,046,042 1,126,736,749 421,625,535
OPERATING PROFIT/ (LOSS) BEFORE FINANCE
(EXPENSE)/ INCOME
1,284,280,025 545,046,042 1,126,736,749 421,625,535
Finance expenses (-)
Monetary Gain/(Loss)
15
16
(347,662,756)
243,471,215
(160,641,869)
123,485,291
(204,676,076)
312,053,458
(85,993,139)
33,512,297
PROFIT/ (LOSS) BEFORE TAXATION
FROM CONTINUED OPERATIONS
1,180,088,484 507,889,464 1,234,114,131 369,144,693
Tax income/(expense) from continued operations (445,139,149) (216,238,689) (427,046,713) (166,766,632)
Tax income/ (expense) for the period
Deferred tax income/ (expense)
17
17
(188,721,799)
(256,417,350)
(103,972,515)
(112,266,174)
(191,233,843)
(235,812,870)
(73,281,405)
(93,485,227)
PROFIT/ (LOSS) FOR THE PERIOD 734,949,335 291,650,775 807,067,418 202,378,061
Earning/(Loss) Per Share Attributable to Equity
Holders of the Parent Company
20 1.361 0.540 1.495 0.375
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
(1,607,322) (669,389) 285,327 63,637
OTHER COMPREHENSIVE INCOME (LOSS)
TOTAL COMPREHENSIVE INCOME (LOSS)
(1,607,322)
733,342,013
(669,389)
290,981,386
285,327
807,352,745
63,637
202,441,698
Allocation of Total Comprehensive
Income/(Loss)
Attributable to non-controlling interests
Attributable to equity holders of the parent company
-
733,342,013
-
290,981,386
-
807,352,745
-
202,441,698

GALATA WIND ENERJİ ANONİM ŞİRKETİ INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS 1 JANUARY – 30 SEPTEMBER 2025 AND 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 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 4,664,937,096 26,681,088 (11,036,109) 40,636 - 418,190,889 (226,367,122) 6,194,296,556 1,129,205,651 12,735,948,685 - 12,735,948,685
Transfers
Dividends
Total comprehensive income
-
-
-
-
-
-
-
-
-
-
-
-
-
-
285,327
-
-
-
76,206,389
-
-
226,367,122
-
-
826,632,140
(666,579,905)
-
(1,129,205,651)
-
807,067,418
-
(666,579,905)
807,352,745
-
-
-
-
(666,579,905)
807,352,745
- Other comprehensive income/
(expense)
- - - - 285,327 - - - - - 285,327 - 285,327
- Net profit for the period (loss) - - - - - - - - - 807,067,418 807,067,418 - 807,067,418
Balance at 30 September 2024 540,000,000 4,664,937,096 26,681,088 (11,036,109) 325,963 - 494,397,278 - 6,354,348,791 807,067,418 12,876,721,525 - 12,876,721,525
Balance at 1 January 2025 540,000,000 4,664,937,096 26,681,088 (11,439,172) (209,367) 424,587 494,397,278 - 6,354,348,791 1,046,597,114 13,115,737,415 - 13,115,737,415
Transfers - - - - - - 61,587,883 - 985,009,231 (1,046,597,114) - - -
Dividends
Total comprehensive income
- Other comprehensive income/
-
-
-
-
-
-
-
-
-
(1,607,322)
-
-
-
-
-
-
(382,836,041)
-
-
734,949,335
(382,836,041)
733,342,013
-
-
(382,836,041)
733,342,013
(expense)
- Profit (Loss) for Period
-
-
-
-
-
-
-
-
(1,607,322)
-
-
-
-
-
-
-
-
-
-
734,949,335
(1,607,322)
734,949,335
-
-
(1,607,322)
734,949,335
Balance at 30 September 2025 540,000,000 4,664,937,096 26,681,088 (11,439,172) (1,816,689) 424,587 555,985,161 - 6,956,521,981 734,949,335 13,466,243,387 - 13,466,243,387

GALATA WIND ENERJİ ANONİM ŞİRKETİ INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIODS 1 JANUARY – 30 SEPTEMBER 2025 AND 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

Notes Unaudited
Current Period
1 January -
30 September
2025
Unaudited
Prior Period
1 January -
30 September
2024
A. NET CASH FROM OPERATING ACTIVITIES 1,272,607,854 1,368,437,555
Net profit (loss) for the period 734,949,335 807,067,418
Adjustments regarding reconciliation of net profit (loss)
for the period: 528,890,647 697,928,519
Adjustments related to depreciation and amortization 5,6,7 673,017,578 584,163,829
Adjustments related to provisions
- Adjustments related to long-term provision (reversals) for employee
benefits 2,935,348 2,934,481
Adjustments related to short-term provisions (reversals) for employee
benefits 14,274,959 7,899,266
- Adjustments related to other provisions (reversals) 309,371 945,260
Adjustments related to interest (income) and expenses
- Adjustments related to interest income 14 (214,624,717) (68,267,242)
- Adjustments related to interest expenses 15 78,071,268 37,872,442
Adjustments related to fair value (gains) losses 1,837,849 54,913,416
Adjustments related to tax (income)/expense 17 445,139,149 427,046,713
Adjustments related to changes in unrealised
foreign exchange differences 4 232,787,741 137,380,770
Adjustments related to gains and losses on monetary positions (704,857,899) (486,960,416)
Changes in working capital (100,870,614) (157,221,684)
Adjustments for decreases/(increases) in inventories 3,349,582 -
Adjustments for decrease/ (increase) in trade receivables
-Decrease/ (increase) in trade receivables from related parties - (521)
-Decrease/ (increase) in trade receivables from non-related parties (54,411,345) 58,920,998
Increase/ (decrease) in payables due to employee benefits (24,186,398) (14,541,648)
Adjustments regarding decrease/ (increase)
in other receivables on operations
(Increase)/ decrease in other receivables regarding
operations with non-related parties 33,885 57,255
Adjustments regarding increase (decrease) in trade payables
- Increase/ (decrease) in trade payables to related parties (2,565,893) 661,054
- Increase/ (decrease) in trade payables to non-related parties (84,438,029) 52,463,123
Adjustments regarding increase (decrease) in other payables on operations
- Increase/(decrease) in other payables
regarding operations with non-related parties 16,182,880 (240,874,587)
Adjustments for other increase (decrease) in working capital
- (Increase)/ decrease in other assets regarding operations 45,164,704 (13,907,358)
Net cash from operating activities 1,162,969,368 1,347,774,253
Income tax refunds / (payments) 17 (113,167,217) (46,946,172)
Interest received 223,650,450 68,228,666
Payment of provisions for employee benefits (844,747) (619,192)

GALATA WIND ENERJİ ANONİM ŞİRKETİ INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIODS 1 JANUARY – 30 SEPTEMBER 2025 AND 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

Notes Unaudited
Current Period
1 January -
30 September
2025
Unaudited
Prior Period
1 January -
30 September
2024
B. NET CASH FROM INVESTING ACTIVITIES (1,558,609,458) (493,587,126)
Cash inflows / (outflows) from the acquisition of shares or debt instruments
of other enterprises or funds 19 (327,608,735) 159,889,408
Cash outflows from purchase of
property, plant, equipment and intangible assets
Cash outflows from purchase of property, plant, equipment 5 (560,272,500) (1,514,249,258)
Cash outflows from purchase of intangible assets 6 (730,159,789) (96,232,016)
Cash advance given 142,393,867 1,049,707,678
Cash inflows from sale of property, plant, equipment and
intangible assets
Other cash inflows/(outflows) (82,962,301) (92,702,938)
C. NET CASH FROM FINANCING ACTIVITIES (692,712,916) (919,729,849)
Cash outflows on debt payments
- Cash outflows due to payments of bank borrowings 4 (592,401,350) (190,368,470)
Cash outflows due to payments of lease liabilities 4 (26,773,427) (21,363,197)
Interest paid 4,15 (73,538,139) (41,418,277)
Dividend payments - (666,579,905)
D. INFLATION EFFECT
ON CASH AND CASH EQUIVALENTS 47,991,463 61,473,857
NET INCREASE/(DECREASE) IN
CASH AND CASH EQUIVALENTS
BEFORE FOREIGN CURRENCY
TRANSLATION DIFFERENCES (A+B+C+D) (930,723,057) 16,594,437
E. EFFECT OF CURRENCY TRANSLATION
DIFFERENCES ON CASH AND
CASH EQUIVALENTS 176,707,087 4,777,854
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (A+B+C+D+E) (754,015,970) 21,372,291
F.CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE PERIOD 3 1,642,609,728 119,411,044
F. CASH AND CASH EQUIVALENTS AT THE
END OF THE PERIOD (A+B+C+D+E+F) 3 888,593,758 140,783,335

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

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

While the Company operated as a subsidiary of Doğan Enerji Yatırımları Sanayi ve Ticaret A.Ş. ("Doğan Enerji") as part of Doğan Şirketler Grubu Holding A.Ş., it started to operate directly as a subsidiary of Doğan Şirketler Grubu Holding A.Ş. after the merger of Doğan Şirketler Grubu Holding A.Ş. and Doğan Enerji Yatırımları Sanayi ve Ticaret A.Ş. under Doğan Şirketler Grubu Holding A.Ş. on 2 March 2021. The ultimate 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 4 November 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 September 2025, 691,609 MWh of electricity was generated, 647,323 MWh from WPPs and 44,286 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 September 2025.)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS (Continued)

Electricity sales prices are as follows:

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

Pursuant to the resolution of the Board of Directors of the Company dated 31 December 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 31 December 2020, the corresponding share transfers are included in Sunflower's share register and as of 31 December 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 September 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 September 2022, corresponding share transfers are registered in the share register of Gökova. On 23 September 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 1 September 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 September 2025.)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS (Continued)

As of 30 September 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
Montescaglioso 1 S.R.L. ("M1") Enerji Italy
Ferrandina 14 S.R.L. ("F14") Enerji Italy

The Group had 66 employees as of 30 September 2025 (31 December 2024: 68).

The registered address of the group is as follows:

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

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS

2.1 Basis of Presentation

2.1.1 Preparation and Presentation of Financial Statements

Adopted Financial Reporting Standards

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

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

Financial reporting in hyperinflationary econimics

The Group has prepared its consolidated financial statements for the year ended 30 September 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 September 2024, based on purchasing power as of 30 September 2025.

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

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

2.1 Basis of Presentation (Continued)

2.1.1 Preparation and Presentation of Financial Statements (Continued)

Financial reporting in hyperinflationary economics (Continued)

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

Rearrangements made in accordance with TMS 29 were made using the correction coefficient obtained from the Consumer Price Index in Turkey ("CPI") published by the Turkish Statistical Institute ("TURKSTAT"). As of September 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
September
2025
3,367.22 1.00000 %222
31 December 2024 2,684.55 1.25430 %291
30
September
2024
2,526.16 1.33294 %343

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.

Functional and Presentation Currency

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

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

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

2.1 Basis of Presentation (Continued)

2.1.2 Consolidation Principles

(a) Subsidiaries

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

Control is achieved when the Group:

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

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

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

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

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

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

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

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 September 2025.)

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

2.1 Basis of Presentation (Continued)

2.1.2 Consolidation Principles (Continued)

Changes in ownership interests

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 September 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 September 31 December 30 September 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 -
Montescaglioso 1 S.R.L. 100 - 100 -
Ferrandina 14 S.R.L. 100 - 100 -

Summary financial information of Sunflower as of 30 September 2025 and 31 December 2024 are as follows:

30 September 2025 31 December 2024
Current assets 1,333,290 1,337,929
Non-current assets - -
Current liabilities 6,177 250,616
Shareholders equity 1,327,113 1,087,313
Net (loss)/ profit for the period (260,200) (767,056)

Summary financial information of Gökova as of 30 September 2025 and 31 December 2024 are as follows:

30 September2025 31 December 2024
Current assets 4,309,029 4,364,543
Non-current assets 7,151,711 6,306,192
Current liabilities 1,302 2,353
Shareholders equity 11,459,438 10,668,382
Net (loss)/ profit for the period 531,800 (213,261)

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

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

2.1 Basis of Presentation (Continued)

2.1.2 Consolidation Principles (Continued)

Changes in ownership interests

Summary financial information of Galata Wind Global as of 30 September 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, Solevento, M1 and F14 are also shown under Galata Wind Global:

30 September 2025 31 December 2024
Current assets 2,211,763 605,076
Non-current assets 810,492,165 102,396,478
Current liabilities 820,241,777 111,835,392
Shareholders equity (7,537,849) (8,833,838)
Net (loss)/ profit for the period (4,058,969) (35,559,569)

(b) Non-Controlling Interests

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

2.1.3 Offsetting

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

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

2.1.4 Comparative information and restatement of prior period financial statements

The Group's consolidated financial statements were prepared in comparison with the previous periods in order to determine financial position and performance trends. The Group prepared its consolidated statement of financial position as at 30 September 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 September 2025 in comparison with the consolidated financial statements for the period ending 1 January - 30 September 2024.

The Group has reclassified personnel expenses amounting to TL 21,717,739 and depreciation and amortization expenses amounting to TL 2,400,880, previously presented under "Marketing Expenses" for the accounting period between January 1 and September 30, 2024, as well as personnel expenses amounting to TL 7,631,226 and depreciation and amortization expenses amounting to TL 1,250,133, previously presented under "Marketing Expenses" for the accounting period between July 1 and September 30, 2025, to "General Administrative Expenses" in the financial statements prepared as of September 30, 2025, in order to ensure comparability between the relevant periods.

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

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

2.1 Basis of Presentation (Continued)

2.1.5 Financial statements of subsidiaries operating abroad

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

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

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

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

Amendments to TAS 21 Lack of Exchangeability

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

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

TFRS 17 Insurance Contracts

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

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

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

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

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

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

2.1 Basis of Presentation (Continued)

TFRS 18 Presentation and Disclosures in Financial Statements

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.

Amendments TFRS 9 and TFRS 7 regarding the classification and measurement of financial instruments

The amendments address matters identified during the post-implementation review of the classification and measurement requirements of TFRS 9 Financial Instruments. Amendments are effective from annual reporting periods beginning on or after 1 January 2026.

Amendments TFRS 9 and TFRS 7 regarding power purchase arrangements

The amendments aim at enabling entities to include information in their financial statements that in the IASB's view more faithfully represents contracts referencing nature-dependent electricity. Amendments are effective from annual reporting periods beginning on or after 1 January 2026.

TFRS 19 Subsidiaries without Public Accountability: Disclosures

TFRS 19 specifies the disclosure requirements an eligible subsidiary is permitted to apply instead of the disclosure requirements in other IFRS Accounting Standards. Applicable to annual reporting periods beginning on or after 1 January 2027.

NOTE 3 - CASH AND CASH EQUIVALENTS

30
September
2025
31 December 2024
Banks (*) 890,628,397 1,653,670,099
-
Demand deposits
638,204 591,831
-
Time deposits (less than 3 months)
889,990,193 1,653,078,268
890,628,397 1,653,670,099

(*) As of 30 September 2025, the Group's overnight time deposits are 42% 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 September 2025 (31 December 2024: None).

Cash and cash equivalents included in the cash flow statements in 30 September 2025 and 31 December 2024 are as follows:

30 September 31 December 30 September 31 December
2025 2024 2024 2023
Cash and cash equivalents 890,628,397 1,653,670,099 140,937,628 119,526,759
Interest accruals(-) (2,034,639) (11,060,371) (154,293) (115,715)
Total 888,593,758 1,642,609,728 140,783,335 119,411,044

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

NOTE 4 - SHORT AND LONG-TERM BORROWINGS

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

Short-term borrowings: 30
September
2025
31 December 2024
Short-term bank borrowings
from third parties
- 534,211,720
- 534,211,720
Short-term portion of
long-term borrowings: 30
September
2025
31 December 2024
Short-term portion of long-term bank borrowings
from third parties 317,284,985 165,534,363
Lease liabilities from
third parties 2,785,452 5,084,776
Lease liabilities
from related parties 1,119,969 258,460
321,190,406 170,877,599
Long-term borrowings: 30
September
2025
31 December 2024
Long-term bank borrowings
from third parties 1,739,245,051 2,060,767,870
Lease liabilities from
third parties 129,791,638 108,042,463
Lease liabilities
from related parties 297,746 373,462
1,869,334,435 2,169,183,795

a) Bank borrowings

Details of the bank borrowings as of 30 September 2025 and 31 December 2024 are as follows:

30
September
Interest rate
per annum (%)
2025
Original
currency
TRY
Short-term portion of long-term
bank borrowings:
-
EUR denominated bank borrowings
Libor+0.65 -
0.80
3,822,248 186,674,753
-USD denominated bank borrowings SOFR+3.80 3,141,058 130,610,232
Long term bank borrowings:
-
EUR denominated bank borrowings
Libor+0.65 -
0.80
12,623,966 616,541,851
-USD denominated bank borrowings SOFR+3.80 27,000,000 1,122,703,200
Total bank borrowings 2,056,530,036

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

NOTE 4 - SHORT AND LONG-TERM BORROWINGS (Continued)

a) Bank borrowings (Continued)

31 December
2024
Interest rate
per annum (%)
Original
currency
TRY
Short-term borrowings:
-USD denominated bank borrowings 5.50% 12,050,364 534,211,720
Short-term portion of long-term
bank borrowings:
-
EUR denominated bank borrowings
Libor+0.65 -
0.80
3,522,180 162,587,687
-USD denominated bank borrowings SOFR+3.80 66,469 2,946,676
Long term bank borrowings:
-
EUR denominated bank borrowings
Libor+0.65 -
0.80
15,831,954 730,820,390
-USD denominated bank borrowings SOFR+3.80 30,000,000 1,329,947,480
Total bank borrowings 2,760,513,953

The redemption schedule of long-term bank borrowings as of 30 September 2025 and 31 December 2024 is as follows:

30
September
2025
31 December 2024
In 2 years 406,164,550 414,073,770
In 3 years 406,164,550 414,073,770
In 4 years 406,164,550 414,073,770
More than 5 years 520,751,401 818,546,560
1,739,245,051 2,060,767,870

As of 30 September 2025 and 31 December 2004, the Group's financial liabilities with floating interest rates is as follows:

30
September
2025
31 December 2024
Financial borrowings with fixed
rates
- 534,211,720
Financial borrowings with floating rates 2,056,530,036 2,226,302,233
2,056,530,036 2,760,513,953

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 September 2025, the remaining credit limit of the Group in banks is TRY 11,433,066,098 (31 December 2024: TRY 7,020,138,763).

Commitments related to financial liabilities are presented in Note 8.

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

NOTE 4 - SHORT AND LONG-TERM BORROWINGS (Continued)

b) Bank borrowings (Continued)

The movement of the financial borrowings as of 30 September 2025 and 2024 is as follows:

2025 2024
1 January 2,760,513,953 1,337,439,817
Additions - -
Payments (592,401,350) (190,368,470)
Interest accruals 38,589,054 27,923,541
Unrealized exchange rate difference 409,494,828 153,975,205
Monetary Gain/(Loss) (559,666,449) (353,017,275)
30
September
2,056,530,036 975,952,818

The reconciliation of the net financial borrowings as of 30 September 2025 and 31 December 2024 are as follows:

30
September
2025
31 December 2024
Cash and cash equivalents (Note 3) 890,628,397 1,653,670,099
Financial investments (Note 19) 327,608,735 -
Short-term borrowings (317,284,985) (699,746,083)
Long-term borrowings (1,739,245,051) (2,060,767,870)
Short-term lease liabilities (3,905,421) (5,343,236)
Long-term lease liabilities (130,089,384) (108,415,925)
Net financial (liability)/assets (972,287,709) (1,220,603,015)

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

NOTE 4 - SHORT AND LONG-TERM BORROWINGS (Continued)

a) Bank borrowings (Continued)

Long
and short-term
borrowings
Lease
liabilities
Cash and
cash
equivalent
Net
financial
(asset)/liabilities
1 January 2025 2,760,513,954 113,759,161 (1,653,670,099) 1,220,603,016
Cash flow effect (592,401,350) 24,515,976 882,731,593 314,846,219
Foreign currency adjustment 409,494,828 - (176,707,087) 232,787,741
Interest accruals 38,589,053 20,350,181 9,025,732 67,964,966
Monetary Gain/(Loss) (559,666,449) (24,630,513) 47,991,463 (536,305,499)
30
September
2025
2,056,530,036 133,994,805 (890,628,398) 1,299,896,443
Long
and short-term
Lease Cash and
cash
Net
financial
Borrowings liabilities equivalent (asset)/liabilities
1 January 2024
Cash flow effect
1,337,439,817
(190,368,469)
63,264,185
12,069,510
(119,526,759)
(66,251,712)
1,281,177,243
(244,550,671)
Foreign currency adjustment 153,975,205 - (16,594,435) 137,380,770
Interest accruals 27,923,540 10,341,113 (38,578) 38,226,075
Monetary Gain/(Loss) (353,017,274) (11,434,838) 61,473,857 (302,978,255)

b) Lease liabilities

Details of the lease liabilities as of 30 September 2025 and 31 December 2024 are as follows:

30 September
2025
Interest rate
per annum (%)
Original
Currency
TRY
Short-term portion of long-term lease liabilities:
TRY denominated lease borrowings
from third parties 18.79 – 22.55 2,785,452 2,785,452
TRY denominated lease liabilities
from related parties 18.00 1,119,969 1,119,969
Total short-term portion of long-term
lease liabilities:
3,905,421
Long-term lease liabilities:
TRY denominated lease liabilities
from third parties
TRY denominated lease liabilities
18.79 – 22.55 129,791,638 129,791,638
from related parties 18.00 297,746 297,746
Total long-term lease liabilities 130,089,384
Total lease liabilities 133,994,805

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

NOTE 4 - SHORT AND LONG-TERM BORROWINGS (Continued)

c) Lease liabilities (Continued)

31 December 2024
Interest rate Original
per annum (%) Currency TRY
Short-term portion of long-term lease liabilities:
TRY denominated lease liabilities
from third parties 18.79 – 22.55 5,084,776 5,084,776
TRY denominated lease liabilities
from related parties
18.00 258,460 258,460
Total short-term portion of long-term
lease liabilities: 5,343,236
Long-term lease liabilities:
TRY denominated lease liabilities
from third parties 18.79 – 22.55 108,042,463 108,042,463
TRY denominated lease liabilities
from related parties 18.00 347,392 347,392
Total long-term lease liabilities 108,415,925
Total lease liabilities 113,759,161
The movement of the lease liabilities as of 30 September
2025 and 2024
are as follows:
2025 2024
1 January 113,759,161 63,264,185
51,289,403 33,432,708
Additions
Payments
(26,773,427) (21,363,197)
Interest expense 20,350,181 10,341,113
Monetary Gain/(Loss) (24,630,513) (11,434,839)

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

Movements of the property, plant and equipment for the periods ended 30 September 2025 and 2024 are as follows:

1 January 2025 Additions Transfers Disposals 30 September 2025
Cost
Land and land improvements 240,233,560 1,573,559 102,764,652 - 344,571,771
Buildings 98,132,203 5,257,202 - - 103,389,405
Wind turbines, transformer
and switchyard 11,936,437,114 74,402,661 3,219,555,991 - 15,230,395,766
Motor vehicles 48,211,761 5,859,351 - - 54,071,112
Furniture and fixtures 255,709,774 7,985,148 - - 263,694,922
Construction in progress (*) 3,581,915,580 457,926,653 (3,423,748,297) - 616,093,936
Special costs 34,531,203 7,267,926 88,983,862 - 130,782,991
Total cost 16,195,171,195 560,272,500 (12,443,792) - 16,742,999,903
Accumulated depreciation
Land and land improvements (80,394,606) (12,455,027) - - (92,849,633)
Buildings (20,569,318) (1,559,364) - - (22,128,682)
Wind turbines, transformer
and switchyard (4,779,970,359) (525,688,768) - - (5,305,659,127)
Motor vehicles (10,642,392) (7,358,506) - - (18,000,898)
Furniture and fixtures (117,686,532) (11,282,471) - - (128,969,003)
Special costs (2,994,587) (1,661,948) - - (4,656,535)
Total accumulated depreciation (5,012,257,794) (560,006,084) - - (5,572,263,878)
Net book value 11,182,913,401 11,170,736,025

As of 30 September 2025, there are no capitalized borrowing costs in property, plant and equipment (31 December 2024: None). As of September 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 September 2025.)

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT (Continued)

1 January 2024 Additions Transfers Disposals 30 September 2024
Cost
Land and land improvements 235,887,309 - - - 235,887,309
Buildings 92,300,647 - 5,640,903 - 97,941,550
Wind turbines, transformer
and switchyard 11,639,917,760 1,480,856 295,277,265 - 11,936,675,881
Motor vehicles 5,881,878 34,022,718 - - 39,904,596
Furniture and fixtures 248,782,388 2,883,866 - - 251,666,254
Construction in progress 1,436,779,617 1,475,861,818 (301,298,711) - 2,611,342,724
Special costs 34,150,659 - 380,543 - 34,531,202
Total cost 13,693,700,258 1,514,249,258 - - 15,207,949,516
Accumulated depreciation
Land and land improvements (65,424,925) (11,172,961) - - (76,597,886)
Buildings (18,673,245) (1,403,013) - - (20,076,258)
Wind turbines, transformer
and switchyard (4,179,695,570) (448,577,434) - - (4,628,273,004)
Motor vehicles (4,838,445) (4,216,873) - - (9,055,318)
Furniture and fixtures (103,882,232) (10,209,470) - - (114,091,702)
Special costs (2,202,438) (593,231) - - (2,795,669)
Total accumulated depreciation (4,374,716,855) (476,172,982) - - (4,850,889,837)
Net book value 9,318,983,403 10,357,059,679

NOTE 6 - INTANGIBLE ASSETS

Movements of the intangible assets for the periods ended 30 September 2025 and 2024 are as follows:

1 January 2025 Additions Transfers Disposals Foreign Cur.
Difference
30 September
2025
Cost
Rights (*) 44,541,027 - 12,443,792 - - 56,984,819
Licenses (**) 6,138,968,002 730,159,789 - - 107,893,974 6,977,021,765
Total cost 6,183,509,029 730,159,789 12,443,792 - 107,893,974 7,034,006,584
Accumulated amortization
Rights (13,024,701) (3,745,515) - - - (16,770,216)
Licenses (1,592,204,580) (94,319,662) - - - (1,686,524,242)
Total accumulated amortization (1,605,229,281) (98,065,177) - - - (1,703,294,458)
Net book value 4,578,279,748 5,330,712,126

(*) As of 30 September 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 22 MW and 9 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 September 2025.)

NOTE 6 - INTANGIBLE ASSETS (Continued)

1 January 2024 Additions Transfers Disposals 30 September 2024
Cost
Rights (*) 44,241,630 299,397 - - 44,541,027
Licenses 5,997,592,350 95,932,619 - - 6,093,524,969
Total cost 6,041,833,980 96,232,016 - - 6,138,065,996
Accumulated amortization
Rights
(9,042,765) (2,862,923) - - (11,905,688)
Licenses (1,466,445,031) (94,319,662) - - (1,560,764,693)
Total accumulated amortization (1,475,487,796) (97,182,585) - - (1,572,670,381)
Net book value 4,566,346,184 4,565,395,615

NOTE 7 - RIGHT OF USE ASSETS

1 January 2025 Additions Disposals 30 September 2025
Cost:
Land 197,551,565 103,065,591 - 300,617,156
Motor vehicles 10,173,567 - (4,791,555) 5,382,012
Offices 16,556,210 132,351 - 16,688,561
224,281,342 103,197,942 (4,791,555) 322,687,729
Accumulated amortization:
Land (22,964,552) (11,440,978) - (34,405,530)
Motor vehicles (7,123,756) (1,830,961) 4,791,555 (4,163,162)
Offices (5,953,759) (1,674,378) - (7,628,137)
(36,042,067) (14,946,317) 4,791,555 (46,196,829)
Net book value 188,239,275 276,490,900
1 January 2024 Additions Disposals 30 September 2024
Cost:
Land 139,592,683 89,166,232 - 228,758,915
Motor vehicles 2,975,110 12,954,817 - 15,929,927
Offices 15,149,843
157,717,636
6,673,405
108,794,454
-
-
21,823,248
266,512,090
Accumulated amortization:
Land (16,443,498) (4,908,784) - (21,352,282)
Motor vehicles (2,975,110) (4,324,363) - (7,299,473)
Offices (5,107,902) (1,575,115) - (6,683,017)
(24,526,510) (10,808,262) - (35,334,772)
Net book value 133,191,126 231,177,318

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

NOTES 8 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

a) Other short-term provisions:

30
September
2025
31 December 2024
Provision for lawsuit 413,277 722,648
413,277 722,648

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

Collateral, Pledge and Mortgage ("CPM") positions as of 30 September 2025 and 31 December 2024 are presented below:

30 September 2025 TRY equivalent TRY EUR
A. GPM's given for companies own legal personality
- Guarantee (1) 397,706,980 94,535,505 6,231,954
- 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 397,706,980 94,535,505 6,231,954

31 December 2024 TRY equivalent TRY EUR
A. GPM's given for companies own legal personality
- Guarantee (1) 391,289,342 112,929,725 6,039,943
- Pledge - - -
- Mortgage - - -
B. GPM's given on behalf of fully consolidated companies - - -
C. GPM's given for continuation of its economic activities on
behalf of third parties - - -
D. Total amount of other GPM's
i, Total amount of GPM's given on behalf of the majority shareholder - - -
ii, Total amount of GPM's given to on behalf of other group companies
which are not companies which are not in scope of B and C - - -
iii, Total amount of GPM's given on behalf of third parties
which are not in scope of C - - -

Total 391,289,342 112,929,725 6,039,943

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

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

NOTES 8 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (Continued)

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

The details of these guarantee letters are as follows:

30 September 2025 31 December 2024
Original
TRY
Original TRY
currency equivalent currency equivalent
Letter of guarantees - TRY 94,535,505 94,535,505 112,929,725 112,929,725
Letter of guarantees - EUR 6,231,954 303,171,475 6,039,943 278,359,617
Total 397,706,980 391,289,342

d) Letters of guarantee and collateral bills received

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

30 September 2025 31 December 2024
Original TRY Original TRY
currency equivalent currency equivalent
Guarantee letter – TRY 413,226,393 413,226,393 398,134,057 398,134,057
Guaranteed bill - TRY 10,000 10,000 12,543 12,543
Total 413,236,393 398,146,600

NOTES 9 - PREPAID EXPENSES

Short-term prepaid expenses

30
September
2025
31 December 2024
Prepaid expenses 38,820,283 52,715,650
Advances given 3,715,044 2,677,714
42,535,327 55,393,364
Long-term prepaid expenses
30
September
2025
31 December 2024
Advances given 57,943,074 123,386,919

99,240,222 241,634,089

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 Septemer 2025.)

NOTE 10 - EQUITY

Paid Capital:

The ultimate shareholder of the Group is Doğan Family. The shareholders of the Group and the historical values of shares in equity at 30 September 2025 and 31 December 2024 are as follows:

Shareholder Share (%) 30 September 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 161,781,068 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).

Share premiums/ (discounts)

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

30
September
2025
31 December 2024
Share premiums 26,681,088 26,681,088
Total 26,681,088 26,681,088

Restricted reserves

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

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

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 Septemer 2025.)

NOTE 10 - EQUITY (Continued)

The details of restricted reserves as of 30 September 2025 and 31 December 2024 as follows:

30
September
2025
31 December 2024
Restricted Reserves 555,985,161 494,397,278
Total 555,985,161 494,397,278

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

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

i. Actuarial gains (losses) on defined benefit plans

The provision for termination benefits is calculated by estimating the present value of the Group's probable future obligation arising from the retirement of employees. The Group has recognized all actuarial gains and losses relating to the provision for termination benefits in other comprehensive income. The valuation losses recognized in the balance sheet as a valuation difference in equity amount to TRY 11,439,172 (December 31, 2024: TRY 11,439,172 valuation losses).

Capital Reserves and Retained Earnings

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

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

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

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

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

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 Septemer 2025.)

NOTE 10 - EQUITY (Continued)

Dividend Distribution

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

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 382,836,039) 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."

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

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

Difference
PPI Indexed CPI Indexed Recorded Under
Statutory Records Amounts Retained Earnings
Inflation Adjustments on Capital 5,179,413,767 4,664,937,096 514,476,671
Share Premiums/Discounts - 26,681,088 (26,681,088)
Restricted Reserves 484,787,874 555,985,161 (71,197,287)

NOTE 11 - REVENUE AND COST OF SALES

1 January -
30 September
2025
1 July -
30 September
2025
1 January -
30 September
2024
1 July -
30 September
2024
Electricity sales from wind energy 1,964,402,969 840,590,479 1,968,153,701 711,653,014
Electricity sales from solar energy 257,101,950 106,597,922 273,847,935 111,431,510
Other 10,078,339 292,525 184,474 55,763
Sales proceeds 2,231,583,258 947,480,926 2,242,186,110 823,140,287

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 Septemer 2025.)

NOTE 12 - OPERATING EXPENSES

1 January -
30 September
2025
1 July -
30 September
2025
1 January -
30 September
2024
1 July -
30 September
2024
General production expenses
Service and maintenance expenses (*)
(380,426,857) (168,101,896) (339,214,435) (132,732,486)
(199,222,115) (96,332,233) (149,092,063) (50,392,049)
Distribution and system usage fees (**) (181,204,742) (71,769,663) (190,122,372) (82,340,437)
Amortization and depreciation expense (665,793,445) (241,274,799) (578,129,398) (194,494,237)
Insurance expenses (29,277,896) (19,850,534) (27,313,645) (10,075,672)
Personnel expenses (31,090,987) (11,033,130) (27,137,978) (11,487,269)
Security expenses (22,845,421) (7,566,038) (23,984,187) (6,814,175)
Consultancy expenses (8,016,973) (3,425,397) (9,891,341) (2,246,384)
Other (16,522,337) (11,455,067) (19,247,157) (8,199,590)
Cost of sales (1,153,973,916) (462,706,861) (1,024,918,141) (366,049,813)
Gross profit 1,077,609,342 484,774,065 1,217,267,969 457,090,474

(*) Includes annual maintenance expenses for turbines.

a) General Administrative Expenses

1 January -
30 September
2025
1 July -
30 September
2025
1 January -
30 September
2024
1 July -
30 September
2024
Personnel expenses (111,537,785) (39,368,403) (87,046,866) (31,523,167)
Consultancy expenses(*) (28,780,387) (8,202,895) (53,551,883) (22,739,082)
Building management expenses (8,633,966) (3,158,704) (6,570,994) (2,454,344)
Transportation expenses (3,989,364) (1,601,929) (3,002,630) (631,207)
Depreciation and amortization expenses (7,224,133) (2,211,103) (6,034,431) (2,946,783)
Other taxes and fees (3,322,862) (1,371,019) (4,038,984) (3,850,720)
Other (11,283,004) (4,221,375) (8,731,500) (3,558,463)
(174,771,501) (60,135,428) (168,977,288) (67,703,766)

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

b) Marketing Expenses

1 January -
30 September
2025
1 July -
30 September
2025
1 January -
30 September
2024
1 July -
30 September
2024
Consultancy expenses (8,305,733) (3,226,847) (8,620,949) (2,006,977)
Transportation expenses (2,048,880) (474,834) (1,155,145) (462,860)
Other (2,015,081) (611,189) (2,223,031) (787,536)
(12,369,694) (4,312,870) (11,999,125) (3,257,373)

NOTE 13 - EXPENSES BY NATURE

Expenses are presented functionally for the periods ended 30 September 2025 and 2024, the details are given in Note 11 and Note 12.

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

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 Septemer 2025.)

NOTE 14 - OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES

a) Other income from operating activities

1 January -
30 September
2025
1 July -
30 September
2025
1 January -
30 September
2024
1 July -
30 September
2024
Interest income 214,624,717 39,799,571 68,267,244 36,820,443
Foreign exchange loss from operating activities 198,128,712 93,032,205 34,133,709 6,584,586
Other 7,554,751 944,745 12,050,581 1,742,007
420,308,180 133,776,521 114,451,534 45,147,036

b) Other expenses from operating activities

1 January -
30 September
1 July -
30 September
1 January -
30 September
1 July -
30 September
2025 2025 2024 2024
Foreign exchange loss from operating activities (21,421,626) (5,730,039) (17,539,274) (6,480,730)
Donation and grants (5,230,565) (3,310,377) (7,018,046) (3,146,070)
Provision for lawsuit income/(expense) 155,889 (15,830) 550,979 (24,036)
(26,496,302) (9,056,246) (24,006,341) (9,650,836)

NOTE 15 – FINANCE INCOME AND EXPENSES, NET

1 January -
30 September
2025
1 July -
30 September
2025
1 January -
30 September
2024
1 July -
30 September
2024
Foreign exchange (loss)/gain from bank
borrowings, net (302,440,183) (115,263,791) (170,713,250) (84,396,981)
Interest expense on bank borrowings (78,071,268) (43,062,523) (37,872,442) (11,423,208)
Derivative transaction income / (expense) 49,271,951 3,002,557 26,010,471 15,131,227
Bank commission expenses (2,986,277) (1,041,610) (3,682,479) (1,054,770)
Other (13,436,979) (4,276,502) (18,418,376) (4,249,407)
(347,662,756) (160,641,869) (204,676,076) (85,993,139)

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 Septemer 2025.)

NOTE 16 – EXPLANATIONS REGARDING NET MONETARY POSITION GAINS (LOSSES)

Non-Monetary items 30 September 2025
Statement of financial position items
Inventories (1,220,251)
Prepaid expenses (41,925,755)
Investments valued by equity method, financial investments,
subsidiaries 179,366
Goodwill 48,118,755
Property, Plant and Equipment 1,917,773,884
Intangibles 910,095,238
Right of use assets 79,713,275
Deferred tax assets (458,937,218)
Paid-in capital (1,055,248,664)
Legal reserves (106,159,992)
Share premiums/(discounts) (5,409,322)
Other comprehensive income (losses) that
will not be reclassified in profit or loss 2,319,177
Retained earning (1,457,705,417)
Statement of profit or loss items
Revenue (167,496,103)
Cost of sales 568,849,557
Marketing expenses 3,613,849
General administrative expense 11,925,762
Other income and expenses from operating activities (1,846,591)
Finance income/expense (3,168,335)
Monetary gain and/(loses) 243,471,215

NOTE 17 - TAXATION ON INCOME

30
September
2025
31
December
2024
Current income tax expense 188,691,766 135,865,535
Less: Prepaid taxes (78,905,196) (101,603,514)
Total tax (liabilities)/ asset 109,786,570 34,262,021

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 Septemer 2025.)

NOTE 17 - TAXATION ON INCOME (Continued)

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

Deferred taxes

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

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

The taxes on income reflected to statement of profit or loss for the periods ended 30 September 2025 and 2024 are summarized below:

Cumulative temporary differences Deferred tax assets / (liabilities)
30 September
2025
31 December
2024
30 September
2025
31 December
2024
Net differences between the
tax base and carrying values of
property, plant and equipment 9,914,015,068 8,987,929,273 (2,478,503,767) (2,246,982,318)
Lease liabilities (133,994,804) (113,759,160) 33,498,701 28,439,790
Right of use asset 276,490,900 188,239,276 (69,122,725) (47,059,819)
Derivative instrument 114,481,908 116,319,758 (28,620,477) (29,079,939)
Exchange rate effects on
monetary liabilities (5,521,486) (7,768,953) 1,380,372 1,942,238
Provision for employment
termination benefits (14,953,301) (15,328,048) 3,738,325 3,832,012
Exchange rate change effects on
monetary assets 752,538 251,905 (188,134) (62,977)
Provision for lawsuit (413,277) (722,648) 103,319 180,662
Other (70,490,680) (100,463,939) 17,622,670 25,115,985
Deferred tax
asset / (liabilities), net (2,520,091,716) (2,263,674,366)

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 Septemer 2025.)

NOTE 17 - TAXATION ON INCOME (Continued)

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

Movements for net deferred taxes for the periods ended at 30 September 2025 and 2024 are as follows:

Deferred tax liability 2025 2024
Opening balance as of 1 January (2,263,674,366) (1,940,502,875)
Recognised under profit or loss statement (256,417,350) (235,812,870)
Closing balance as of 30
September
(2,520,091,716) (2,176,315,745)

The taxes on income reflected to statement of profit or loss for the periods ended 30 September 2025 and 2024 are summarized below:

1 January- 1 July- 1 January- 1 July
30 September 30 September 30 September 30 September
2025 2025 2024 2024
Income tax expense (188,721,799) (103,972,515) (191,233,843) (73,281,405)
Deferred tax (expense)/income (256,417,350) (112,266,174) (235,812,870) (93,485,227)
Total tax expense (445,139,149) (216,238,689) (427,046,713) (166,766,632)

The reconciliation of the taxation on income in the statement of profit or loss for periods ended 30 September 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 September 2025 30 September 2024
Profit before tax 1,180,088,484 1,234,114,131
Tax rate of 25% (30 September 2024: 25%) (295,022,121) (308,528,533)
Exceptions and deductions 10,811,520 14,534,650
Effect of tax rate changes 11,929,148 14,348,701
Non-deductible expenses (4,792,085) (2,426,296)
Tax base increase expenses - (3,375,625)
Inflation accounting effects (*) (171,528,002) (106,644,854)
Other 3,462,391 (34,954,756)
Tax expense recognized in statement of profit or loss (445,139,149) (427,046,713)

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

NOTE 18 - RELATED PARTY DISCLOSURES

As of the date of consolidated statement of financial position, due from and to related parties and related party transactions for the periods ending 30 September 2025 and 2024 are disclosed below:

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

NOTE 18 - RELATED PARTY DISCLOSURES (Continued)

i) Related party balances

30
September
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) - - 3,348,232 - - 5,677,492
Suzuki Motorlu Araçlar Pazarlama A.Ş. - - 44,400 - - 144,651
D-Market Elektronik Hizm,Tic A.Ş. (2) - - - - - 35,513
Doğan Trend - - - - - 116,217
Otomobilite Motorlu Araçlar Ticaret
A.Ş.
- - 29,993 - - 16,094
Karel İletişim Hizmetleri A.Ş. - - 7,424 - - 5,975
- - 3,430,049 - - 5,995,942

(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 September 2025.)

NOTE 18 - RELATED PARTY DISCLOSURES (Continued)

i) Related party balances (Continued)

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

30
September
2025
31 December 2024
Değer Merkezi Hizmetler ve
Yönetim Danışmanlığı A.Ş. (*) 1,119,969 258,460
1,119,969 258,460
(*)
Represents the lease liabilities recognised in accordance with TFRS 16 standard.
Long-term lease liabilities to related parties:
30
September
2025
31 December 2024
Değer Merkezi Hizmetler ve
Yönetim Danışmanlığı A.Ş. (*) 297,746 373,462

297,746 373,462

(*) 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 September 2025.)

NOTE 18 - RELATED PARTY DISCLOSURES (Continued)

ii) Related party transactions

1 January –
30
September
2025
1 July
30
September
2025
Transactions with related parties Purchases of
Sales of
Goods and services
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) 24,591,335 - - 8,448,311 - -
Suzuki Motorlu Araçlar Pazarlama A.Ş. 602,005 - - 110,530 - -
Doğan Trend Otomotiv Ticaret Hizmetve Teknoloji A.Ş. 2,139,730 - - - - -
D-Market Elektronik Hizm.Tic A.Ş. 126,082 - - - - -
Otomobilite Motorlu Araçlar Ticaret A.Ş. 206,743 - - 51,095 - -
Other 178,460 (286,013) - 178,460 (576,557) -
27,844,355 (286,013) - 8,788,396 (576,557) -

(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
September
2024
1 July
30
September
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) 23,812,355 - - 8,394,501 - -
Suzuki Motorlu Araçlar Pazarlama A.Ş. 1,204,539 - - 223,609 - -
Doğan Trend Otomotiv Ticaret Hizmetve Teknoloji A.Ş. 905,771 - - 269,362 - -
D-Market Elektronik Hizm.Tic A.Ş. 811,307 - - 240,642 - -
Otomobilite Motorlu Araçlar Ticaret A.Ş. 32,516,040 - - 11,003,620 - -
Other - (46,705) - - (22,150) -
59,250,012 (46,705) - 20,131,734 (22,150) -

(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 September 2025.)

NOTE 18 - RELATED PARTY DISCLOSURES (Continued)

Benefits provided for the key management

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

1 January -
30 September
2025
1 July-
30 September
2025
1 January -
30 September
2024
1 July
30 September
2024
Salaries and other short term benefits 25,831,175 10,103,620 25,022,483 8,489,605
25,831,175 10,103,620 25,022,483 8,489,605

NOTE 19 - FINANCIAL INSTRUMENTS

Financial investments

Short-term financial investments

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

Assets recorded at fair value in

Statement of profit and loss: 30
September
2025
31 December
2024
-
Investment funds and other short term financial
investments 327,608,735 -
Total 327,608,735 -

Long term financial investments

30
September
2025
31 December 2024
TRY % TRY %
Enerji Piyasaları İşletme A.Ş.(*) 1,309,296 <1 1,309,296 <1
1,309,296 1,309,296

NOTE 20 - EARNING/LOSS PER SHARE

1 January -
30 September
2025
1 July-
30 September
2025
1 January -
30 September
2024
1 July
30 September
2024
Net profit for the period attributable to equity
holders of the Parent Company
Weighted average number of shares with 734,949,335 291,650,775 807,067,418 202,378,061
face value of TRY 1 each 540,000,000 540,000,000 540,000,000 540,000,000
Earning per Share 1.361 0.540 1.495 0.375

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

NOTE 21 – EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION

Foreign currency risk

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

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

30
September
2025
31 December 2024
Foreign currency assets 886,468,965 156,502,992
Foreign currency liabilities (2,065,538,245) (2,772,862,460)
(1,179,069,280) (2,616,359,468)

Net foreign currency position

The table below summarizes the foreign currency position risk of the Group as of 30 September 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 September 2025
TRY Equivalent
(Functional
currency)
USD EUR
1. Trade receivables - - -
2a. Monetary financial assets 886,468,965 14,151,542 6,134,900
2b. Non-monetary financial assets - - -
3. Other - - -
4. Current assets (1+2+3) 886,468,965 14,151,542 6,134,900
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) 886,468,965 14,151,542 6,134,900
10. Trade payables 9,008,209 - 184,447
11. Financial liabilities 317,284,985 3,141,058 3,822,248
12a. Other monetary liabilities - - -
12b. Other non-monetary liabilities - - -
13. Short term liabilities (10+11+12) 326,293,194 3,141,058 4,006,695
14. Trade payables - - -
15. Monetary liabilities 1,739,245,051 27,000,000 12,623,966
16a. Other monetary liabilities - - -
16b. Other non-monetary liabilities - - -
17. Long term liabilities (14+15+16) 1,739,245,051 27,000,000 12,623,966
18. Total liabilities (13+17) 2,065,538,245 30,141,058 16,630,661
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) (1,179,069,280) (15,989,516) (10,495,761)

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

NOTE 21 - EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION (Continued)

Net foreign currency position (Continued)

31 December 2024
TRY Equivalent
(Functional
currency)
USD EUR
1, Trade receivables - - -
2a. Monetary financial assets 156,502,992 3,524,752 11,413
2b. Non-monetary financial assets - - -
3. Other - - -
4. Current assets (1+2+3) 156,502,992 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) 156,502,992 3,524,752 11,413
10. Trade payables 12,348,506 278,549 -
11. Financial liabilities 699,746,084 12,116,833 3,522,180
12a. Other monetary liabilities - - -
12b. Other non-monetary liabilities - - -
13. Short term liabilities (10+11+12) 712,094,590 12,395,382 3,522,180
14. Trade payables - - -
15. Monetary liabilities 2,060,767,870 30,000,000 15,831,954
16a. Other monetary liabilities - - -
16b. Other non-monetary liabilities - - -
17. Long term liabilities (14+15+16) 2,060,767,870 30,000,000 15,831,954
18. Total liabilities (13+17) 2,772,862,460 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.
20.
/ Off-Balance Sheet (-)
Net foreign currency position (9-18+19)
-
(2,616,359,468)
-
(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
September
2025 31 December 2024
USD EURO USD EURO
20% Appreciation (132,973,937) (102,520,483) (145,362,939) (77,119,041)
20% Depreciation 132,973,937 102,520,483 145,362,939 77,119,041

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 30 September 2025.)

NOTE 22 - SUBSEQUENT EVENTS

SunSpark GmbH, a wholly-owned subsidiary of Galata Wind Energy Global BV, established to coordinate renewable energy investments in Europe, signed a contract with a German-based company (the Seller) on October 6, 2025, for the purchase of a 20 MW Solar Power Plant Project to be built in Germany. Construction will begin following the completion of the permitting process. The project, located in southern Germany, will include the construction of an Agri-PV (Agricultural Solar Power Plant) and a Battery Unit (BESS). Upon completion of the project acquisition, the Group's capacity in Germany will increase to a total of 123 MW, including 63 MW of Agri-PV and 60 MW of BESS, along with the finalized projects and those currently under negotiation.

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