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GALATA WIND ENERJİ A.Ş.

Quarterly Report May 5, 2025

5915_rns_2025-05-05_2d912a15-f257-4675-b704-92085ab70ded.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 - 31 MARCH 2025

(ORIGINALLY ISSUED IN TURKISH)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION 1 -
2
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME 3
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY 4
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW 5 -
6
NOTES TO
THE
INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS 7 -
41

GALATA WIND ENERJI ANONIM SIRKETI INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

ASSETS Notes Unaudited
Current Period
31 March 2025
Audited
Prior Period
31 December 2024
Current assets 1,114,164,617 1,780,197,504
Cash and cash equivalents 3 686,647,046 1,451,073,142
Financial investments 19 181,131,844 -
Trade receivables
-Due from related parties - -
- Due from third parties 222,967,853 242,108,258
Other receivables
- Due from third parties 55,858 61,479
Inventories 7,804,394 7,804,394
Prepaid expenses 9 14,253,357 48,606,927
Other current assets 1,304,265 30,543,304
Non-current assets 14,789,897,201 14,519,565,422
Derivative instruments 98,985,861 102,069,015
Financial investments 19 1,148,889 1,148,889
Other receivables
- Due from third parties 588,411 641,063
Property, plant and equipment 5 9,949,762,696 9,812,855,233
Intangible assets
- Licenses 6 4,236,527,528 3,989,723,396
- Goodwill 208,264,614 208,264,614
- Other 6 37,607,483 27,655,150
Right of use assets 7 171,617,947 165,177,418
Prepaid expenses 9 85,393,772 212,030,644
TOTAL ASSETS 15,904,061,818 16,299,762,926

The consolidated financial statements as of and for the period ended 31 March 2025 have been approved by the Board of Directors on 5 May 2025.

The accompanying notes form an integral part of these consolidated financial statements.

GALATA WIND ENERJI ANONIM SIRKETI INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

LIABILITIES Notes Unaudited
Current Period
31 March 2025
Audited
Prior Period
31 December 2024
Current liabilities 322,051,341 888,129,121
Short-term borrowings
- Bank borrowings 4 - 468,763,559
Short-term portion of long-term borrowings
Short-term portion of long-term borrowings from third parties
- Bank borrowings 4 160,911,933 145,254,164
- Lease liabilities 4 7,813,507 4,461,822
- Short-term portion of long-term borrowings
from related parties
- Lease liabilities 4,18 517,534 226,795
Trade payables
- Due to related parties 18 2,729,658 5,261,358
- Due to third parties 31,519,949 147,094,013
Other payables
- Due to third parties 32,670,296 49,704,057
Payables related to employee benefits 2,457,047 23,731,071
Provision for period income tax 17 68,019,480 30,064,460
Short-term provisions
- Other short-term provisions 8 577,333 634,113
- Short-term provisions for employment benefits 14,834,604 12,933,709
3,940,021,461
Non-current liabilities
Long-term borrowings
3,902,751,648
- Long-term borrowings from third parties
- Bank borrowings 4 1,715,160,327 1,808,295,929
- Lease liabilities 4 91,949,348 94,805,800
- Long-term borrowings from related parties
- Lease liabilities 18 297,746 327,707
Long-term provisions
- Long-term provisions for
employment benefits 13,066,242 12,978,578
Deffered Tax Liabilities 17 2,119,547,798 1,986,343,634
EQUITY 11,641,989,016 11,508,882,157
Equity attributable to equity holders of the parent company 11,641,989,016 11,508,882,157
Share capital 10 540,000,000 540,000,000
Inflation Adjustments on Capital 4,027,261,892 4,027,261,892
Share premiums/(discounts) 10 23,412,294 23,412,294
Other comprehensive income (losses) that
will not be reclassified in profit or loss
- Actuarial gains (losses) on defined
benefit plans 10 (10,037,719) (10,037,719)
Accumulated other comprehensive income/(expense)
to be reclassified to profit or loss
- Foreign currency conversion differences
(856,311) (183,718)
- Gains on revaluation and classification of available-for-sale
financial assets
10 372,569 372,569
Restricted reserves 10 433,826,922 433,826,922
Retained earnings or accumulated losses 6,494,229,917 5,575,855,107
Net profit or loss for the period 133,779,452 918,374,810
TOTAL EQUITY AND LIABILITIES 15,904,061,818 16,299,762,926

GALATA WIND ENERJI ANONIM SIRKETI INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE PERIODS 1 JANUARY – 31 MARCH 2025 AND 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

Notes Unaudited
Current Period
1 January -
31 March
2025
Unaudited
Prior Period
1 January -
31 March
2024
PROFIT OR LOSS
Revenue
Cost of sales (-)
11
11
556,055,167
(276,923,108)
669,854,499
(262,967,987)
GROSS PROFIT/ (LOSS) 279,132,059 406,886,512
General administrative expenses (-)
Marketing expenses (-)
Other operating income
Other operating expenses (-)
12
12
14
14
(41,786,735)
(12,369,150)
145,041,150
(14,008,152)
(43,173,628)
(10,470,727)
28,649,446
(1,446,218)
OPERATING PROFIT/ (LOSS) 356,009,172 380,445,385
OPERATING PROFIT/ (LOSS) BEFORE FINANCE
(EXPENSE)/ INCOME
356,009,172 380,445,385
Finance expenses (-)
Monetary Gain/(Loss)
15
16
(97,478,851)
56,676,280
(75,859,740)
134,094,344
PROFIT/ (LOSS) BEFORE TAXATION
FROM CONTINUED OPERATIONS
315,206,601 438,679,989
Tax income/(expense) from continued operations (181,427,149) (150,520,792)
Tax income/ (expense) for the period
Deferred tax income/ (expense)
17
17
(48,222,986)
(133,204,163)
(47,123,147)
(103,397,645)
PROFIT/ (LOSS) FOR THE PERIOD 133,779,452 288,159,197
Earning/(Loss) Per Share Attributable to Equity
Holders of the Parent Company
20 0.248 0.534
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
Gains on revaluation and classification of available-for-sale financial
(672,594) 238,772
assets
OTHER COMPREHENSIVE INCOME (LOSS)
TOTAL COMPREHENSIVE INCOME (LOSS)
(672,594)
133,106,858
238,772
288,397,969
Allocation of Total Comprehensive Income/(Loss)
Attributable to non-controlling interests
Attributable to equity holders of the parent company
-
133,106,858
-
288,397,969

GALATA WIND ENERJİ ANONİM ŞİRKETİ INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS 1 JANUARY – 31

MARCH 2025 AND 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

Other
comprehensive
income or
expense not to be
Other
comprehensive
income or expense
reclassified
to profit or loss
not to be reclassified
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 4,027,261,892 23,412,294 (9,684,036) 35,657 - 366,956,847 (198,634,088) 5,435,411,434 990,862,684 11,175,622,684 - 11,175,622,684
Transfers
Dividends
Dividend advance paid during the
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
990,862,684
-
(990,862,684)
-
-
-
-
-
-
-
period - - - - - - - - - - - - -
Total comprehensive income
- Other comprehensive income/
- - - - 203,115 - - - - 288,159,196 288,362,311 - 288,362,311
(expense) - - - - 203,115 - - - - - 203,115 - 203,115
- Net profit for the period (loss) - - - - - - - - - 288,159,196 288,159,196 - 288,159,196
Balance at 31 March 2024 540,000,000 4,027,261,892 23,412,294 (9,684,036) 238,772 - 366,956,847 (198,634,088) 6,426,274,118 288,159,196 11,463,984,995 - 11,463,984,995
Balance at 1 January 2025 540,000,000 4,027,261,892 23,412,294 (10,037,719) (183,718) 372,569 433,826,922 - 5,575,855,107 918,374,810 11,508,882,157 - 11,508,882,157
Transfers - - - - - - - - 918,374,810 (918,374,810) - - -
Dividends
Total comprehensive income
-
-
-
-
-
-
-
-
-
(672,593)
-
-
-
-
-
-
-
-
-
133,779,452
-
133,106,859
-
-
-
133,106,859
- Other comprehensive income/
(expense)
- Profit (Loss) for Period
-
-
-
-
-
-
-
-
(672,593)
-
-
-
-
-
-
-
-
-
-
133,779,452
(672,593)
133,779,452
-
-
(672,593)
133,779,452
Balance at 31 March 2025 540,000,000 4,027,261,892 23,412,294 (10,037,719) (856,311) 372,569 433,826,922 - 6,494,229,917 133,779,452 11,641,989,016 - 11,641,989,016

GALATA WIND ENERJİ ANONİM ŞİRKETİ INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIODS 1 JANUARY – 31 MARCH 2025 AND 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

Notes Unaudited
Current Period
1 January -
31 March
2025
Unaudited
Prior Period
1 January -
31 March
2024
A. NET CASH FROM OPERATING ACTIVITIES 385,597,218 305,405,856
Net profit (loss) for the period 133,779,452 288,159,197
Adjustments regarding reconciliation of net profit (loss)
for the period: 317,020,103 291,857,473
Adjustments related to depreciation and amortization
Adjustments related to provisions
5,6,7 170,223,037 154,428,510
- Adjustments related to provisions for (reversal of) employee benefits
-Short-term employee benefits
2,935,348
9,210,403
1,013,457
4,024,547
- Adjustments related to other provisions (reversals)
Adjustments related to interest (income) and expenses
56,781 708,528
- Adjustments related to interest income 14 (119,042,324) (4,840,224)
- Adjustments related to interest expenses 15 26,610,482 12,218,745
Adjustments related to fair value (gains) losses 3,083,154 26,006,558
Adjustments related to tax (income)/expense 17 181,427,149 150,520,792
Adjustments related to changes in unrealised
foreign exchange differences 4 145,589,587 42,923,605
Adjustments related to gains and losses on monetary positions (103,073,514) (95,147,045)
Changes in working capital (73,622,256) (237,838,121)
Adjustments for decrease/ (increase) in trade receivables
-Decrease/ (increase) in trade receivables from related parties - 3,654
-Decrease/ (increase) in trade receivables from non-related parties 19,140,410 43,255,217
Increase/ (decrease) in payables due to employee benefits (21,274,024) (13,141,869)
Adjustments regarding decrease/ (increase)
in other receivables on operations
(Increase)/ decrease in other receivables regarding
operations with non-related parties 5,621 10,751
Adjustments regarding increase (decrease) in trade payables
- Increase/ (decrease) in trade payables to related parties (2,531,700) 364,688
- Increase/ (decrease) in trade payables to non-related parties
Adjustments regarding increase (decrease) in other payables on operations
(115,574,064) (64,562,075)
- Increase/(decrease) in other payables
regarding operations with non-related parties (17,033,761) (217,687,163)
Adjustments for other increase (decrease) in working capital
- (Increase)/ decrease in other assets regarding operations
63,645,262 13,918,676
Net cash from operating activities 377,176,299 342,178,549
Income tax refunds / (payments)
Interest received
17 (118,588,132)
127,852,798
(41,194,631)
4,635,783

The accompanying notes form an integral part of these consolidated financial statements.

GALATA WIND ENERJİ ANONİM ŞİRKETİ INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIODS 1 JANUARY – 31 MARCH 2025 AND 2024

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

Notes Unaudited
Current Period
1 January -
31 March
2025
Unaudited
Prior Period
1 January -
31 March
2024
B. NET CASH FROM INVESTING ACTIVITIES (602,223,005) 155,820,035
Cash inflows / (outflows) from the acquisition of shares or debt instruments
of other enterprises or funds
(181,131,844) 87,225,979
Cash outflows from subsidiary acquisition (-) 6 (250,736,145) -
Cash outflows from purchase of
property, plant, equipment and intangible assets
Cash outflows from purchase of property, plant, equipment 5 (283,273,517) (1,093,726,807)
Cash outflows from purchase of intangible assets 6 - (262,717)
Cash advance given
Cash inflows from sale of property, plant, equipment and
126,636,872 1,162,583,580
intangible assets
Other cash inflows (13,718,371) -
C. NET CASH FROM FINANCING ACTIVITIES (555,275,231) (154,217,312)
Cash inflows from borrowings
-Cash inflows from loans - -
Cash outflows on debt payments
- Cash outflows due to payments of bank borrowings 4 (516,479,005)
(21,835,215)
(94,577,232)
(23,589,057)
Cash outflows due to payments of lease liabilities
Interest paid
4
4,15
(16,961,011) (36,051,023)
Dividends paid - -
D. INFLATION EFFECT 3,429,689 8,793,128
ON CASH AND CASH EQUIVALENTS
NET INCREASE/(DECREASE) IN
CASH AND CASH EQUIVALENTS
BEFORE FOREIGN CURRENCY
TRANSLATION DIFFERENCES (A+B+C+D) (768,471,329) 315,801,707
E. EFFECT OF CURRENCY TRANSLATION
DIFFERENCES ON CASH AND
CASH EQUIVALENTS
12,855,707 22,922,503
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (A+B+C+D+E) (755,615,622) 338,724,210
F.CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE PERIOD 3 1,441,367,815 104,781,576
F. CASH AND CASH EQUIVALENTS AT THE
END OF THE PERIOD (A+B+C+D+E+F)
3 685,752,193 443,505,786

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 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 joint shareholders of the Company are Aydın Doğan and Doğan Family (Işıl Doğan, Arzuhan Yalçındağ, Vuslat Sabancı, Hanzade V. Doğan Boyner and Y. Begümhan Doğan Faralyalı).

Galata Wind is subject to Capital Markets Legislation and Capital Markets Board ("CMB") regulations. Its shares have been traded on Borsa İstanbul A.Ş. ("Borsa İstanbul") since 22 April 2021. As per CMB Principle Decision No. 31/1059 dated 30 October 2014 and Principle Decision No. 21/655 dated 23 July 2010, and according to the records of Central Securities Depository ("CSD"), as of 5 May 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 297.2 MW, 246.7 MW of which is comprised of WPPs, and 50.5 MW of which is comprised of SPPs. All power plants, except Mersin WPP and Şah WPP, sell the electricity generated to the feed-in-tariff system, within the scope of the Support Mechanism for Renewable Energy Sources ("YEKDEM"). As of March, 2025, a total of 192,919 MWh of electricity was generated, 182,206 MWh from WPPs and 10,713 MWh from SPPs.

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

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

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS (Continued)

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

Electricity sales prices are as follows:

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

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

A Share Purchase and Sale Agreement dated 23.09.2022 was entered into between the Company and Şık Mehmet Aslan to acquire all registered shares corresponding to 100% of the capital of Gökova Elektrik Üretim ve Ticaret A.Ş. ("Gökova") at a price of TRY 38,265,698. The subject of the purchase is the wind power plant project ("Alapınar WPP Project"), which will operate within the borders of Muğla Province, has an installed capacity of 9 MWm / 6.8 MWe and a generation license number EÜ/3519-37/2164. As of 23, 2022, corresponding share transfers are registered in the share register of Gökova. On September 23, 2022, control of Gökova was transferred to Galata Wind. Within the field coordinates included in Production License No. EU/3519-37/2164, in January 2025, the Company paid an additional fee of USD 1,750,000 in cash and in full to the Seller, provided that the obligation under the positive EIA decision is satisfied by the obligations under EMRA's decision dated September 1, 2022, No. 11159-7.

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS (Continued)

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

As of 31 March 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

The Group had 65 employees as of 31 March 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 31 March 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, based on purchasing power as of 31 March 2025.

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 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 March 31, 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
31
March
2025
2,954.69 1.00000 %250
31 December 2024 2,684.55 1.10063 %291
31
March
2024
2,139.47 1.38104 %309

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

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

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

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

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

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 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)

Functional and Presentation Currency

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

2.1.2 Consolidation Principles

(a) Subsidiaries

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

Control is achieved when the Group:

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

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

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

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

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

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

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

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

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

2.1 Basis of Presentation (Continued)

2.1.2 Consolidation Principles (Continued)

(a) Subsidiaries (Continued)

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

Changes in ownership interests

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

As of 31 March 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
Rights (%)
Proportion of effective
ownership interest (%)
Subsidiaries 31 March
2025
31 December
2024
31 March
2025
31 December
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 -

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

31 March 2025 31 December 2024
Current assets 1,374,630 1,337,929
Non-current assets - -
Current liabilities 493,743 250,616
Shareholders equity 880,887 1,087,313
Net (loss)/ profit for the period (206,425) (767,056)

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

31 March 2025 31 December 2024
Current assets 4,526,984 4,364,543
Non-current assets 6,543,632 6,306,192
Current liabilities 7,946 2,353
Shareholders equity 11,062,670 10,668,382
Net (loss)/ profit for the period 135,032 (213,261)

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 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 (Continued)

Summary financial information of Galata Wind Global as of 31 March 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 and Sunspark are also shown under Galata Wind Global:

31 March 2025 31 December 2024
Current assets 807,183 605,076
Non-current assets 307,105,200 102,396,478
Current liabilities 315,130,353 111,835,392
Shareholders equity (7,217,970) (8,833,838)
Net (loss)/ profit for the period (2,679,574) (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 31 March 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 - 31 March 2025 in comparison with the consolidated financial statements for the period ending 1 January - 31 March 2024.

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.

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

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

2.1 Basis of Presentation (Continued)

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

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

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

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

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

Amendments to TFRS 16 Lease Liability in a Sale and Leaseback

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

Amendments to TAS 1 Non-current Liabilities with Covenants

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

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

Amendments to TAS 7 and TFRS 7 Supplier Finance Arrangements

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

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

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

2.1 Basis of Presentation (Continued)

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

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

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

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.

TSRS 2 Climate-related Disclosures

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

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

TFRS 17 Insurance Contracts

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

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

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

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

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

NOTE 3 - CASH AND CASH EQUIVALENTS

31
March
2025
31 December 2024
Banks (*) 686,647,046 1,451,073,142
-
Demand deposits
715,826 519,324
-
Time deposits (less than 3 months)
685,931,220 1,450,553,818
686,647,046 1,451,073,142

(*) As of 31 March 2025, the Group's overnight time deposits are 44% in TRL, 2% 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 31 March 2025 (31 December 2024: None).

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

31 March 2025 31 December 2024 31 March 2024 31 December 2023
Cash and cash equivalents 686,647,046 1,451,073,142 443,811,766 104,883,115
Interest accruals(-) (894,853) (9,705,327) (305,980) (101,539)
Total 685,752,193 1,441,367,815 443,505,786 104,781,576

NOTE 4 - SHORT AND LONG-TERM BORROWINGS

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

Short-term borrowings: 31
March
2025
31 December 2024
Short-term bank borrowings
from third parties
- 468,763,559
- 468,763,559
Short-term portion of
long-term borrowings: 31
March
2025
31 December 2024
Short-term portion of long-term bank borrowings
from third parties 160,911,933 145,254,164
Lease liabilities from
third parties 7,813,507 4,461,822
Lease liabilities
from related parties 517,534 226,795
169,242,974 149,942,781
Long-term borrowings: 31
March
2025
31 December 2024
Long-term bank borrowings
from third parties 1,715,160,327 1,808,295,929
Lease liabilities from
third parties 91,949,348 94,805,800
Lease liabilities
from related parties 297,746 327,707
1,807,407,421 1,903,429,436

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

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

a) Bank borrowings

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

31 March
2025
Interest rate
per annum (%)
Original
currency
TRY
Short-term portion of long-term
bank borrowings:
-
EUR denominated bank borrowings
Libor+0.65 -
0.80
3,888,694 158,562,666
-USD denominated bank borrowings SOFR+3.80 62,095 2,349,267
Long term bank borrowings:
-
EUR denominated bank borrowings
Libor+0.65 -
0.80
14,227,960 580,149,327
-USD denominated bank borrowings SOFR+3.80 30,000,000 1,135,011,000

Total bank borrowings 1,876,072,260

31 December 2024
Interest rate
per annum (%)
Original
currency
TRY
Short-term borrowings:
-USD denominated bank borrowings 5.50% 12,050,365 468,763,559
Short-term portion of long-term
bank borrowings:
-
EUR denominated bank borrowings
Libor+0.65 -
0.80
3,522,180 142,668,496
-USD denominated bank borrowings SOFR+3.80 66,469 2,585,668
Long term bank borrowings:
-
EUR denominated bank borrowings
-USD denominated bank borrowings
Libor+0.65 -
0.80
SOFR+3.80
15,831,954
30,000,000
641,285,006
1,167,010,923
Total bank borrowings 2,422,313,652

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

31
March
2025
31 December 2024
In 2 years 357,808,893 363,344,131
In 3
years
357,808,893 363,344,131
In 4 years 357,808,893 363,344,131
More than 5 years 641,733,648 718,263,536
1,715,160,327 1,808,295,929

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

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

a) Bank borrowings (Continued)

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

31
March
2025
31 December 2024
Financial borrowings with fixed
rates
- 468,763,559
Financial borrowings with floating rates 1,876,072,260 1,953,550,093
1,876,072,260 2,422,313,652

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 31 March 2025, the remaining credit limit of the Group in banks is TRY 8,161,860,279 (31 December 2024: TRY 7,020,138,763).

Commitments related to financial liabilities are presented in Note 8.

The movement of the financial borrowings as of 31 March 2025 and 2024 is as follows:

2025 2024
1 January 2,422,313,652 1,173,585,346
Additions - -
Payments (516,479,005) (94,577,230)
Interest accruals 33,258,466 8,772,647
Unrealized exchange rate difference 158,445,294 65,846,107
Monetary Gain/(Loss) (221,466,147) (153,640,630)
31
March
1,876,072,260 999,986,240

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

31
March
2025
31 December 2024
Cash and cash equivalents (Note 4) 686,647,046 1,451,073,142
Short-term borrowings (160,911,933) (614,017,723)
Long-term borrowings (1,715,160,327) (1,808,295,929)
Short-term lease liabilities (8,331,041) (4,688,617)
Long-term lease liabilities (92,247,094) (95,133,507)
Net financial (liability)/assets (1,290,003,349) (1,071,062,634)

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 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 2,422,313,652 99,822,124 (1,451,073,142) 1,071,062,634
Cash flow effect (516,479,005) (15,640,560) 765,041,640 232,922,075
Foreign currency adjustment 158,445,294 - (12,855,707) 145,589,587
Interest accruals 33,258,465 15,120,043 8,810,474 57,188,983
Monetary Gain/(Loss) (221,466,146) 1,276,527 3,429,689 (216,759,930)
31
March
2025
1,876,072,261 100,578,134 (686,647,046) 1,290,003,349
Long
and short-term
Borrowings
Lease
liabilities
Cash and
cash
equivalent
Net
financial
(asset)/liabilities
1 January 2024 1,173,585,347 55,513,467 (104,883,114) 1,124,215,700
Cash flow effect (94,577,233) (917,625) (324,594,833) (420,089,691)
Foreign currency adjustment 65,846,108 - (22,922,503) 42,923,605
Interest accruals 8,772,645 3,830,583 (204,442) 12,398,786
Monetary Gain/(Loss) (153,640,627) (7,267,583) 8,793,128 (152,115,082)

Lease liabilities

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

31 March 2025
Interest rate Original
per annum (%) Currency TRY
Short-term portion of long-term lease liabilities:
TRY denominated lease borrowings
from third parties 18.79 – 22.55 7,813,507 7,813,507
TRY denominated lease liabilities
from related parties 18.00 517,534 517,534
Total short-term portion of long-term
lease liabilities:
8,331,041
Long-term lease liabilities:
TRY denominated lease liabilities
from third parties 18.79 – 22.55 91,949,348 91,949,348
TRY denominated lease liabilities
from related parties 18.00 297,746 297,746
Total long-term lease liabilities 92,247,094
Total lease liabilities 100,578,135

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

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

b) Lease liabilities (Continued)

31 December 2024
Interest rate
per annum (%)
Original
Currency
TRY
Short-term portion of long-term lease liabilities:
TRY denominated lease liabilities
from third parties 18.79 – 22.55 4,461,822 4,461,822
TRY denominated lease liabilities
from related parties 18.00 226,795 226,795
Total short-term portion of long-term
lease liabilities:
4,688,617
Long-term lease liabilities:
TRY denominated lease liabilities
from third parties 18.79 – 22.55 94,805,800 94,805,800
TRY denominated lease liabilities
from related parties 18.00 327,707 327,707
Total long-term lease liabilities 95,133,507
Total lease liabilities 99,822,124

The movement of the lease liabilities as of 31 March 2025 and 2024 are as follows:

2025 2024
1 January 99,822,125 55,513,467
Additions 6,194,655 70,398,944
Payments (21,835,215) (23,589,057)
Interest expense 15,120,042 15,430,153
Early termination - -
Monetary Gain/(Loss) 1,276,528 (17,931,383)
31
March
100,578,135 99,822,124

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

Movements of the property, plant and equipment for the periods ended 31 March 2025 and 2024 are as follows:

1 January 2025 Additions Transfers Disposals 31 March 2025
Cost
Land and land improvements 210,801,699 - - - 210,801,699
Buildings 86,109,681 2,891,800 - - 89,001,481
Wind turbines, transformer
and switchyard 10,474,062,098 - - - 10,474,062,098
Motor vehicles 42,305,168 3,361,451 - - 45,666,619
Furniture and fixtures 224,381,867 2,210,993 - - 226,592,860
Construction in progress (*) 3,143,082,467 274,809,273 (10,919,259) - 3,406,972,481
Special costs 30,300,663 - - - 30,300,663
Total cost 14,211,043,643 290,273,517 (10,919,259) - 14,483,397,901
Accumulated depreciation
Land and land improvements (70,545,179) (3,416,946) - - (73,962,125)
Buildings (18,049,298) (440,096) - - (18,489,394)
Wind turbines, transformer
and switchyard (4,194,359,329) (126,112,377) - - (4,320,471,706)
Motor vehicles (9,338,555) (2,082,730) - - (11,421,285)
Furniture and fixtures (103,268,339) (3,220,096) - - (106,488,435)
Special costs (2,627,711) (174,549) - - (2,802,260)
Total accumulated depreciation (4,398,188,411) (135,446,794) - - (4,533,635,205)

Net book value 9,812,855,232 9,949,762,696 (*) "Taşpınar Combined Renewable Electricity Generation Facility (Auxiliary Source Solar Power Plant Addition) Project", which is being built by our company in Bursa Province, Nilüfer District, Korubaşı Neighborhood, and investments as part of the capacity expansion of our wind power plant in Mersin Province, Mut District, Özlü and Gezende Neighborhood.

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

1 January 2024 Additions Transfers Disposals 31 March 2024
Cost
Land and land improvements 206,987,922 - - - 206,987,922
Buildings 80,992,569 - - - 80,992,569
Wind turbines, transformer
and switchyard 10,213,870,376 335,040 - - 10,214,205,416
Motor vehicles 5,161,268 19,386,830 - - 24,548,098
Furniture and fixtures 218,303,180 534,634 - - 218,837,814
Construction in progress 1,260,754,678 1,073,470,303 - - 2,334,224,981
Special costs 29,966,741 - - - 29,966,741
Other fixed assets 16,480 - - - 16,480
Total cost 12,016,053,214 1,093,726,807 - - 13,109,780,021
Accumulated depreciation
Land and land improvements (57,409,486) (3,401,441) - - (60,810,927)
Buildings (16,385,520) (407,625) - - (16,793,145)
Wind turbines, transformer
and switchyard (3,667,626,322) (116,334,606) - - (3,783,960,928)
Motor vehicles (4,245,670) (1,052,444) - - (5,298,114)
Furniture and fixtures (91,155,253) (2,895,599) - - (94,050,852)
Special costs (1,932,610) (169,921) - - (2,102,531)
Other fixed assets (16,480) - - - (16,480)
Total accumulated depreciation (3,838,771,341) (124,261,636) - - (3,963,032,977)
Net book value 8,177,281,873 9,146,747,044

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT (Continued)

NOTE 6 - INTANGIBLE ASSETS

Movements of the intangible assets for the periods ended 31 March 2025 and 2024 are as follows:

Foreign Cur.
1 January 2025 Additions Transfers Disposals Difference 31 March 2025
Cost
Rights (*) 39,084,149 - 10,919,259 - - 50,003,408
Licenses 5,386,861,377 250,736,145 - - 23,656,063 5,661,253,585
Total cost 5,425,945,526 250,736,145 10,919,259 - 23,656,063 5,711,256,993
Accumulated amortization
Rights (11,428,999) (966,926) - - - (12,395,925)
Licenses (1,397,137,981) (27,588,076) - - - (1,424,726,057)
Total accumulated amortization (1,408,566,980) (28,555,002) - - - (1,437,121,982)
Net book value 4,017,378,546 4,274,135,011

(*) As of 31 March 2025, there are 1,282,969 tons of carbon credit sales rights. (31 December 2024: 1,282,969 tons)

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

NOTE 6 - INTANGIBLE ASSETS (Continued)

Foreign Cur.
1 January 2024 Additions Transfers Disposals Difference 31 March 2024
Cost
Rights (*) 38,821,432 262,717 - - - 39,084,149
Licenses 5,262,806,154 - - - - 5,262,806,154
Total cost 5,301,627,586 262,717 - - - 5,301,890,303
Accumulated amortization
Rights (7,934,904) (687,226) - - - (8,622,130)
Licenses (1,286,785,677) (27,588,076) - - - (1,314,373,753)
Total accumulated amortization (1,294,720,581) (28,275,302) - - - (1,322,995,883)
Net book value 4,006,907,005 3,978,894,420

NOTE 7 - RIGHT OF USE ASSETS

1 January 2025 Additions Disposals 31 March 2025
Cost:
Land
173,348,826 14,264,590 - 187,613,416
Motor vehicles 8,927,167 - (8,063,612) 863,555
Offices 14,527,851 209,792 - 14,737,643
196,803,844 14,474,382 (8,063,612) 209,465,614
Accumulated amortization:
Land (20,151,083) (4,193,308) - (24,344,391)
Motor vehicles (6,251,000) (143,773) 6,251,000 (143,773)
Offices (5,224,343) (1,884,160) - (7,108,503)
(31,626,426) (6,221,241) 6,251,000 (37,847,667)
Net book value 165,177,418 171,617,947
1 January 2024 Additions Disposals 31 March 2024
Cost:
Land 122,490,691 12,122,620 - 134,613,311
Motor vehicles 2,610,619 - - 2,610,619
Offices 13,293,782 1,315,655 - 14,609,437
138,395,092 13,438,275 - 151,833,367
Accumulated amortization:
Land (14,428,947) (1,443,250) - (15,872,197)
Motor vehicles (2,610,619) - - (2,610,619)
Offices (4,482,115) (448,322) - (4,930,437)
(21,521,681) (1,891,572) - (23,413,253)
Net book value 116,873,411 128,420,114

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

NOTES 8 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

a) Other short-term provisions:

31
March
2025
31 December 2024
Provision for lawsuit 577,333 634,113
577,333 634,113

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

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

31 March 2025 TRY equivalent TRY EUR
A. GPM's given for companies own legal personality
- Guarantee (1) 368,270,431 90,034,359 6,835,948
- Pledge - - -
- Mortgage - - -
B. GPM's given on behalf of fully consolidated companies - - -
C. GPM's given for continuation of its economic activities on
behalf of third parties - - -
D. Total amount of other GPM's
i, Total amount of GPM's given on behalf of the majority shareholder - - -
ii, Total amount of GPM's given to on behalf of other group companies
which are not companies which are not in scope of B and C - - -
iii, Total amount of GPM's given on behalf of third parties
which are not in scope of C - - -
Total 368,270,431 90,034,359 6,835,948
31 December 2024 TRY equivalent TRY EUR
A. GPM's given for companies own legal personality
- Guarantee (1) 334,291,157 90,034,359 6,039,943
- Pledge - - -
- Mortgage - - -
B. GPM's given on behalf of fully consolidated companies - - -
C. GPM's given for continuation of its economic activities on
behalf of third parties - - -
D. Total amount of other GPM's
i, Total amount of GPM's given on behalf of the majority shareholder - - -
ii, Total amount of GPM's given to on behalf of other group companies
which are not companies which are not in scope of B and C - - -
iii, Total amount of GPM's given on behalf of third parties
which are not in scope of C - - -

Total 334,291,157 90,034,359 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 31 March 2025.)

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

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

The details of these guarantee letters are as follows:

31 March 2025 31 December 2024
Original TRY Original TRY
currency equivalent currency equivalent
Letter of guarantees - TRY 90,034,359 90,034,359 90,034,359 90,034,359
Letter of guarantees - EUR 6,835,948 278,236,072 6,039,943 244,256,798
Total 368,270,431 334,291,157

b) Letters of guarantee and collateral bills received

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

31 March 2025 31 December 2024
Original TRY Original TRY
currency equivalent currency equivalent
Guarantee letter – TRY 13,517,126 13,517,126 349,357,249 349,357,249
Guaranteed bill - TRY 10,000 10,000 11,006 11,006
Total 13,527,126 349,368,255

NOTES 9 - PREPAID EXPENSES

Short-term prepaid expenses

31
March
2025
31 December 2024
Prepaid expenses (*) 12,514,481 46,257,270
Advances given 1,738,876 2,349,657
14,253,357 48,606,927

Long-term prepaid expenses

31
March
2025
31 December 2024
Advances given 17,197,980 108,270,352
Prepaid expenses (*) 68,195,792 103,760,292
85,393,772 212,030,644

(*) The corresponding balances of TRY 12,043,176 in short-term prepaid expenses and TRY 58,962,068 in long-term prepaid expenses consist of prepaid insurance for the new EUR 20,000,000 10-year loan raised from foreign sources in 2021.

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 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 31 March 2025 and 31 December 2024 are as follows:

Shareholder Share (%) 31 March 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 161,777,800 shares corresponding to 29.96% of Galata Wind's capital are outstanding as of 5 May 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.

31
March
2025
31 December 2024
Share premiums 23,412,294 23,412,294
Total 23,412,294 23,412,294

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 31 March 2025.)

NOTE 10 - EQUITY (Continued)

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

31
March
2025
31 December 2024
Restricted Reserves 433,826,922 433,826,922
Total 433,826,922 433,826,922

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 10,037,719 (December 31, 2024: TRY 10,037,719 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 31 March 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.

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 4,027,261,892 1,152,151,875
Share Premiums/Discounts - 23,412,294 (23,412,294)
Restricted Reserves 429,125,904 433,826,922 (4,701,018)

NOTE 11 - REVENUE AND COST OF SALES

1 January -
31 March 2025
1 January -
31 March 2024
Electricity sales from wind energy 495,060,451 614,749,623
Electricity sales from solar energy 52,705,122 55,072,993
Other 8,289,594 31,883
Sales proceeds 556,055,167 669,854,499
1 January -
31 March 2025
1 January -
31 March 2024
General production expenses (85,483,612) (84,096,330)
Service and maintenance expenses (*) (43,544,980) (42,099,161)
Distribution and system usage fees (**) (41,938,632) (41,997,169)
Amortization and depreciation expense (167,970,107) (152,920,611)
Insurance expenses (3,096,801) (5,466,372)
Personnel expenses (9,236,170) (6,521,772)
Security expenses (6,066,400) (7,834,614)
Consultancy expenses (1,273,673) (556,662)
Other (3,796,345) (5,571,626)
Cost of sales (276,923,108) (262,967,987)

Gross profit 279,132,059 406,886,512

(*) Includes annual maintenance expenses for turbines.

(**) 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 31 March 2025.)

NOTE 12 - OPERATING EXPENSES

a) General Administrative Expenses

1 January -
31 March
1 January -
31 March
2025 2024
Personnel expenses (22,773,980) (19,591,228)
Consultancy expenses(*) (9,375,259) (16,423,973)
Rent expenses (2,408,790) (2,262,696)
Transportation expenses (1,275,755) (1,475,637)
Depreciation and amortization expenses (1,178,919) (1,010,466)
Other taxes and fees (1,682,891) (58,700)
Other (3,091,141) (2,350,928)

(41,786,735) (43,173,628) (*) Consists of foreign investment development advisory costs and holding financial consultancy expenses.

b) Marketing Expenses

1 January -
31 March
2025
1 January -
31 March
2024
Personnel expenses (7,935,215) (6,341,189)
Consultancy expenses (2,112,811) (2,495,346)
Depreciation and amortization expenses (1,074,011) (497,433)
Transportation expenses (677,424) (379,484)
Other (569,689) (757,275)
(12,369,150) (10,470,727)

NOTE 13 - EXPENSES BY NATURE

Expenses are presented functionally for the periods ended 31 March 2025 and 2024, the details are given in Note 11 and Note 12.

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

NOTE 14 - OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES

a) Other income from operating activities

1 January -
31 March
2025
1 January -
31 March
2024
Interest income 119,042,324 4,840,224
Foreign exchange loss from operating activities 25,637,511 23,760,489
Late payment interest income 30,305 1,633
Other 331,010 47,100

145,041,150 28,649,446

b) Other expenses from operating activities

1 January -
31 March
2025
1 January -
31 March
2024
Foreign exchange loss from operating activities (12,781,804) (837,986)
Donation and grants (1,225,036) (1,136,742)
Other (1,312) 528,510
(14,008,152) (1,446,218)

NOTE 15 – FINANCE INCOME AND EXPENSES, NET

1 January -
31 March
2025
1 January -
31 March
2024
Foreign exchange (loss)/gain from bank borrowings, net (82,465,125) (67,258,433)
Interest expense on bank borrowings (26,610,482) (12,218,745)
Derivative transaction income / (expense) 16,526,644 10,080,737
Bank commission expenses (917,581) (1,184,663)
Other (4,012,307) (5,278,636)
(97,478,851) (75,859,740)

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

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

Non-Monetary items 31 March 2025
Statement of financial position items
Inventories 713,536
Prepaid expenses (23,891,695)
Investments valued by equity method, financial investments,
subsidiaries 70,977
Goodwill 19,041,119
Property, Plant and Equipment 800,016,856
Intangibles 351,462,190
Right of use assets 16,191,375
Deferred tax assets (181,606,486)
Paid-in capital (417,573,460)
Legal reserves (39,663,723)
Share premiums/(discounts) (2,140,528)
Other comprehensive income (losses) that
will not be reclassified in profit or loss 917,724
Retained earning (593,751,381)
Statement of profit or loss items
Revenue (12,081,905)
Cost of sales 140,227,367
Marketing expenses 339,003
General administrative expense 1,044,924
Other income and expenses from operating activities (353,922)
Finance income/expense (2,285,691)
Monetary gain and/(loses) 56,676,280

NOTE 17 - TAXATION ON INCOME

31
March
2025
31
December
2024
Current income tax expense 156,543,151 119,220,169
Less: Prepaid taxes (88,523,671) (89,155,709)
Total tax (liabilities)/ asset 68,019,480 30,064,460

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 31 March 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 March 31, 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.

Cumulative temporary differences Deferred tax assets / (liabilities) 31 March 2025 31 December 2024 31 March 2025 31 December 2024 Net differences between the tax base and carrying values of property, plant and equipment 8,420,245,474 7,886,786,353 (2,105,061,368) (1,971,696,588) Lease liabilities (100,578,135) (99,822,124) 25,144,534 24,955,531 Right of use asset 171,617,947 165,177,418 (42,904,487) (41,294,355) Derivative instrument 98,985,861 102,069,014 (24,746,465) (25,517,254) Exchange rate effects on monetary liabilities (3,322,798) (6,817,151) 830,700 1,704,288 Provision for employment (13,066,242) (13,450,154) 3,266,561 3,362,539 termination benefits Exchange rate change effects on monetary assets 1,229,832 221,043 (307,458) (55,261) Provision for lawsuit (577,333) (634,114) 144,333 158,528 Other (96,343,413) (88,155,747) 24,085,852 22,038,938 Deferred tax asset / (liabilities), net (2,119,547,798) (1,986,343,634)

The taxes on income reflected to statement of profit or loss for the periods ended 31 March 2025 and 2024 are summarized below:

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 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 31 March 2025 and 2024 are as follows:

Deferred tax liability 2025 2024
Opening balance as of 1 January (1,986,343,635) (1,702,765,022)
Recognised under profit or loss statement (133,204,163) (103,397,645)
Closing balance as of 31
March
(2,119,547,798) (1,806,162,667)

The taxes on income reflected to statement of profit or loss for the periods ended 31 March 2025 and 2024 are summarized below:

1 January-
31 March
2025
1 January
31 March
2024
Income tax expense (48,222,986) (47,123,147)
Deferred tax (expense)/income (133,204,163) (103,397,645)
Total tax expense (181,427,149) (150,520,792)

The reconciliation of the taxation on income in the statement of profit or loss for periods ended 31 March 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:

31
March
2025
31
March
2024
Profit before tax 315,206,601 438,679,988
Tax rate of 25% (31 March 2024: 25%) (78,801,650) (109,669,997)
Exceptions and deductions 9,448,080 12,674,759
Effect of tax rate changes 10,909,788 6,187,946
Non-deductible expenses (1,507,408) (552,870)
Tax base increase expenses - (2,098,459)
Inflation accounting effects (*) (122,096,213) (61,812,393)
Other 620,254 4,750,222
Tax expense recognized in statement of profit or loss (181,427,149) (150,520,792)

(*) 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 31 March 2025 and 31 December 2024 are disclosed below:

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

NOTE 18 - RELATED PARTY DISCLOSURES (Continued)

i) Related party balances

31
March
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) - - 2,587,301 - - 4,981,922
Suzuki Motorlu Araçlar Pazarlama A.Ş. - - 53,870 - - 126,929
D-Market Elektronik Hizm,Tic A.Ş. (2) - - 40,889 - - 31,162
Doğan Trend - - 1,626 - - 101,979
Otomobilite Motorlu Araçlar Ticaret A.Ş. - - 38,548 - - 14,122
Karel İletişim Hizmetleri A.Ş. - - 7,424 - - 5,244
- - 2,729,658 - - 5,261,358

(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 31 March 2025.)

NOTE 18 - RELATED PARTY DISCLOSURES (Continued)

i) Related party balances (Continued)

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

31 March
2025
31 December 2024
Değer Merkezi Hizmetler ve
Yönetim Danışmanlığı A.Ş. (*)
517,534 226,795
517,534 226,795
(*)
Represents the lease liabilities recognised in accordance with TFRS 16 standard.

Long-term lease liabilities to related parties:

31
March
2025
31 December 2024
Değer Merkezi Hizmetler ve
Yönetim Danışmanlığı A.Ş. (*) 297,746 327,707
297,746 327,707

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

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

NOTE 18 - RELATED PARTY DISCLOSURES (Continued)

ii) Related party transactions

1 January –
31
March
2025
1 January

31
March
2024
Transactions with related parties Purchases of
Goods and services
Sales of
Goods and services
Financial
Expenses
Purchases of
Goods and services
Sales of
Goods and services
Financial
Expenses
Değer Merkezi Hizmetler ve Yönetim Danışmanlığı A.Ş.(1) 7,179,612 - - 6,594,609 - -
Suzuki Motorlu Araçlar Pazarlama A.Ş. 296,889 - - 433,799 - -
Doğan Trend Otomotiv Ticaret Hizmetve Teknoloji A.Ş. 2,051,684 - - 332,619 - -
D-Market Elektronik Hizm.Tic A.Ş. 104,308 - - 107,411 - -
Otomobilite Motorlu Araçlar Ticaret A.Ş. 103,625 - - 18,258,181 - -
Other - 6,564 - - 3,638 -
9,736,118 6,564 - 25,726,619 3,638 -

(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 31 March 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 -
31 March
2025
1 January -
31 March
2024
Salaries and other short term benefits 6,872,477 6,474,647
6,872,477 6,474,647

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: 31
March
2025
31 December 2024
-
Investment funds and other short term financial investments
181,131,844 -
Total 181,131,844 -

Long term financial investments

31
March
2025
31 December 2024
TRY % TRY %
Enerji Piyasaları İşletme A.Ş.(*) 1,148,889 <1 1,148,889 <1
1,148,889 1,148,889

NOTE 20 - EARNING/LOSS PER SHARE

1 January -
31
March
2025
1 January -
31
March
2024
Net profit for the period attributable to equity
holders of the Parent Company 133,779,452 288,159,197
Weighted average number of shares with
face value of TRY 1 each 540,000,000 540,000,000
Earning per Share 0.248 0.534

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

31
March
2025
31 December 2024
Foreign currency assets 683,246,364 137,329,258
Foreign currency liabilities (1,879,345,021) (2,433,149,299)
(1,196,098,657) (2,295,820,041)

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

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

Net foreign currency position

The table below summarizes the foreign currency position risk of the Group as of 31 March 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:

31 March 2025
TRY Equivalent
(Functional
currency)
USD EUR
1. Trade receivables - - -
2a. Monetary financial assets 683,246,364 18,043,603 14,472
2b. Non-monetary financial assets - - -
3. Other - - -
4. Current assets (1+2+3) 683,246,364 18,043,603 14,472
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) 683,246,364 18,043,603 14,472
10. Trade payables 3,272,761 64,301 20,601
11. Financial liabilities 160,911,933 62,095 3,888,694
12a. Other monetary liabilities - - -
12b. Other non-monetary liabilities - - -
13. Short term liabilities (10+11+12) 164,184,694 126,396 3,909,295
14. Trade payables - - -
15. Monetary liabilities 1,715,160,327 30,000,000 14,227,960
16a. Other monetary liabilities - - -
16b. Other non-monetary liabilities - - -
17. Long term liabilities (14+15+16) 1,715,160,327 30,000,000 14,227,960
18. Total liabilities (13+17) 1,879,345,021 30,126,396 18,137,255
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) (1,196,098,657) (12,082,793) (18,122,783)

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 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 137,329,258 3,524,752 11,413
2b. Non-monetary financial assets - - -
3. Other - - -
4. Current assets (1+2+3) 137,329,258 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) 137,329,258 3,524,752 11,413
10. Trade payables 10,835,647 278,549 -
11. Financial liabilities 614,017,723 12,116,833 3,522,180
12a. Other monetary liabilities - - -
12b. Other non-monetary liabilities - - -
13. Short term liabilities (10+11+12) 624,853,370 12,395,382 3,522,180
14. Trade payables - - -
15. Monetary liabilities 1,808,295,929 30,000,000 15,831,954
16a. Other monetary liabilities - - -
16b. Other non-monetary liabilities - - -
17. Long term liabilities (14+15+16) 1,808,295,929 30,000,000 15,831,954
18. Total liabilities (13+17) 2,433,149,299 42,395,382 19,354,134
Foreign Currency Derivative Instruments
19. Net Asset / (Liability) Position (19a-19b) - - -
Effect of foreign currency denominated derivatives
19a. / Off-Balance Sheet (+)
Effect of foreign currency denominated derivatives
19b. / Off-Balance Sheet (-)
20. Net foreign currency position (9-18+19) (2,295,820,041) (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:

31
March
2025
31 December 2024
USD EURO USD EURO
20% Appreciation (91,427,348) (147,792,384) 15,395,547 (90,226,180)
20% Depreciation 91,427,348 147,792,384 (15,395,547) 90,226,180

(Turkish Lira ("TRY") stated as according to purchasing power of Turkish Lira at 31 March 2025.)

NOTE 22 - SUBSEQUENT EVENTS

At the Group's Ordinary General Assembly Meeting held on April 3, 2025; it was decided to distribute gross dividends of 346,000,000 Turkish Liras at the rate of 64.07% of the "Issued Capital" by taking into consideration the provisions of the Turkish Commercial Code ("TCC"), Corporate Tax, Income Tax and other relevant legislation, and the relevant provisions of the Group's Articles of Association, and to start dividend distribution on December 31, 2025 at the latest, in accordance with the Central Registry Agency Inc. rules on "fractional shares" that were valid on the date the dividend distribution started.

Galata Wind Energy Global B.V., a 100% subsidiary of our company established to coordinate renewable energy investments abroad and to implement investment strategies, signed a share purchase agreement with the sellers on April 8, 2025 to purchase the shares of Montescaglioso 1 S.r.l. (Palmori Project) and Ferrandina 14 S.r.l. (Troia Project), companies established in Italy, from the relevant shareholders within the scope of its project development activities in Europe.

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