Core Viewpoint - Turbo Energy, S.A. has appointed Julian Groves to its Board of Directors, a decision approved by shareholders on December 18, 2024, which is expected to enhance the company's strategic initiatives and market expansion efforts [1][3][9]. Company Overview - Turbo Energy is a global provider of AI-optimized solar energy storage technologies, founded in 2013, focusing on reducing dependence on traditional energy sources and promoting sustainable energy solutions [9]. - The company offers modular energy storage systems that cater to residential, commercial, and industrial users across Europe, North America, and South America [9]. Appointment of Julian Groves - Julian Groves brings extensive experience in commercial strategy, market expansion, product distribution, capital formation, and corporate governance, with nearly three decades in various leadership roles [4][9]. - His previous roles include Chief Operating Officer at MGO Global, where he facilitated significant financing efforts, and CEO of EC2M Holdings, focusing on lifestyle brand development [5][6]. - Groves has a proven track record in retail and e-commerce, having held senior positions at notable brands such as GUESS, Burberry, and LVMH [7]. Strategic Impact - The appointment of Groves is anticipated to significantly impact Turbo Energy's planned expansion, particularly in the commercialization of its SUNBOX Home solar energy storage technologies in the United States [9].

Core Viewpoint - Turbo Energy, S.A. held an Extraordinary General Meeting of Shareholders on December 18, 2024, where significant proposals were approved, including changes to the board and equity incentive plan [1][2]. Group 1: Meeting Outcomes - A total of 51,177,950 ordinary shares, representing 92.80% of the issued and outstanding share capital, were present at the meeting, establishing a quorum [2]. - The board of directors will increase from seven to eight members, with Mr. Julian Groves appointed as a new executive director until the next annual general meeting [3]. - Deloitte was ratified as the Company's Spanish public accounting firm for the fiscal year ending December 31, 2024 [3]. - An amendment to the Turbo Energy, S.A. 2023 Equity Incentive Plan was approved, increasing the total number of ordinary shares available for grant from 1,900,000 to 5,500,000, with automatic annual increases starting January 1, 2026 [3]. - Powers were granted for the execution and notarization of resolutions necessary for formalization and registration in the Mercantile Registry [3]. - The minutes of the meeting were read and approved [3]. Group 2: Company Overview - Turbo Energy, founded in 2013, specializes in AI-optimized solar energy storage technologies and solutions, serving residential, commercial, and industrial users across Europe, North America, and South America [4]. - The company’s flagship product, SUNBOX, is noted as one of the first high-performance, competitively priced all-in-one home solar energy storage systems, featuring patented EV charging capability and AI processes for solar energy management [4]. - Turbo Energy is a subsidiary of Umbrella Global Energy, S.A., a collective of solar energy-focused companies [4].

Core Insights - Turbo Energy, S.A. provided an update on the impact of the flash flooding disaster in Valencia, which occurred on October 29, 2024, resulting in over 200 fatalities and significant damage to infrastructure [1] - The company's headquarters remained undamaged, but its warehousing was affected, leading to a loss of inventory valued at approximately $2.3 million, which is fully covered by insurance [1] - Turbo Energy is optimistic about its growth and geographic expansion in 2025, aiming to maintain its reputation as a leader in solar energy storage technologies [3] Company Overview - Founded in 2013, Turbo Energy specializes in AI-optimized solar energy storage technologies, offering scalable solutions for residential, commercial, and industrial markets [4] - The company's flagship product, SUNBOX, is noted for being one of the first high-performance, competitively priced all-in-one home solar energy storage systems, featuring patented EV charging capabilities [4] - Turbo Energy operates as a subsidiary of Umbrella Global Energy, S.A., a collective focused on solar energy solutions [4]

VALENCIA, Spain, Sept. 17, 2024 (GLOBE NEWSWIRE) -- Mariano Soria, Chief Executive Officer of Turbo Energy, S.A. (NASDAQ:TURB) ("Turbo Energy" or the "Company"), a global provider of leading-edge, AIoptimized solar energy storage technologies and solutions, today issued a formal operational update to the Company's shareholders on Turbo Energy's business expansion strategies and key global growth objectives for the coming year. Soria stated: "On September 26, 2024, we will celebrate Turbo Energy's one-year a ...

1. To elect seven persons to the Board of Directors of the Company, each to serve until the next annual general meeting of shareholders, or until such person's successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal; 2. To ratify the appointment of TAAD, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; 3. To assess and, where appropriate, approve the individual annual accou ...

Page Annual Report on Form 20-F Year Ended December 31, 2023 TABLE OF CONTENTS | --- | --- | --- | |------------|-------------------------------------------------------------------|-------| | PART I | | | | | | | | ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1 | | ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 1 | | | | | | ITEM 3. | KEY INFORMATION | 1 | | | | | | | A. RESERVED | 1 | | | B. Capitalization and Indebtedness | 1 | | | C. Reasons for the Offer and Use of Proceeds | 1 ...

[Unaudited Condensed Consolidated Financial Statements](index=1&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the interim financial statements and their accompanying notes, providing a comprehensive overview of the company's financial performance and position for the period [Condensed Interim Consolidated Statements of Financial Position](index=2&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Financial%20Position) As of June 30, 2023, Turbo Energy, S.A. reported total assets of €13.16 million, a decrease from €15.24 million at year-end 2022, primarily driven by reductions in inventory and accounts receivable Condensed Consolidated Statements of Financial Position (in Euro) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | **€ 12,375,984** | **€ 14,622,280** | | Inventory, net | € 8,742,895 | € 10,106,216 | | Accounts receivable, net | € 1,730,467 | € 3,137,609 | | **Total Non-Current Assets** | **€ 787,611** | **€ 613,595** | | **Total Assets** | **€ 13,163,595** | **€ 15,235,875** | | **Total Current Liabilities** | **€ 9,723,009** | **€ 10,956,354** | | Bank loans - current portion | € 3,636,961 | € 8,010,239 | | Amount due to related parties | € 3,801,385 | € 237,285 | | **Total Non-Current Liabilities** | **€ 221,768** | **€ 363,390** | | **Total Liabilities** | **€ 9,944,777** | **€ 11,319,744** | | **Total Shareholders' Equity** | **€ 3,218,818** | **€ 3,916,131** | | **Total Liabilities and Shareholders' Equity** | **€ 13,163,595** | **€ 15,235,875** | - The company recorded **€409,710** in deferred offering costs as of June 30, 2023, related to its upcoming IPO, which were not present at the end of 2022[5](index=5&type=chunk) [Condensed Interim Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Operations) For the six months ended June 30, 2023, the company experienced a significant downturn, with total revenue dropping to €7.21 million from €14.33 million in the same period of 2022, resulting in a net loss of €697,313 Condensed Consolidated Statements of Operations (in Euro) | Account | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | **Total Revenue** | **€ 7,211,916** | **€ 14,334,042** | | Revenue | € 7,019,127 | € 13,789,074 | | Revenue - related parties | € 184,362 | € 544,786 | | **Total Cost and Expenses** | **€ 7,702,448** | **€ 13,304,207** | | Cost of revenues | € 6,013,713 | € 11,973,743 | | Selling and administrative | € 1,684,201 | € 1,310,627 | | **Income (loss) from operations** | **€ (490,532)** | **€ 1,029,835** | | **Net Loss (Income)** | **€ (697,313)** | **€ 695,033** | | **Basic and Diluted Net Income per Share** | **€ (0.01)** | **€ 0.01** | [Condensed Interim Consolidated Statements of Changes in Shareholders' Equity](index=4&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity decreased from €3.92 million at the start of 2023 to €3.22 million by June 30, 2023, primarily due to the net loss for the period and a transfer to the reserve account Changes in Shareholders' Equity for Six Months Ended June 30, 2023 (in Euro) | Description | Share Capital | Reserve | Retained Earnings (Deficit) | Total Equity | | :--- | :--- | :--- | :--- | :--- | | **Balance, January 1, 2023** | **€ 2,504,285** | **€ 383,268** | **€ 1,028,578** | **€ 3,916,131** | | Transfer to reserve | - | € 1,028,578 | € (1,028,578) | € - | | Net loss for the period | - | - | € (697,313) | € (697,313) | | **Balance, June 30, 2023** | **€ 2,504,285** | **€ 1,411,846** | **€ (697,313)** | **€ 3,218,818** | [Condensed Interim Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Cash%20Flows) For the first six months of 2023, net cash provided by operating activities was €949,935, a significant improvement from the prior-year period, while investing and financing activities resulted in net cash uses, leading to a slight overall decrease in cash Condensed Consolidated Statements of Cash Flows (in Euro) | Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | **Net cash provided by (used in) operating activities** | **€ 949,935** | **€ (2,675,209)** | | **Net cash used in investing activities** | **€ (237,166)** | **€ (33,201)** | | **Net cash provided by (used in) financing activities** | **€ (717,255)** | **€ 2,516,767** | | **Net change in cash** | **€ (4,486)** | **€ (191,643)** | | Cash - beginning of period | € 502,585 | € 616,445 | | **Cash - end of period** | **€ 498,099** | **€ 424,802** | [Notes to Unaudited Condensed Interim Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20Unaudited%20Condensed%20Interim%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of the company's accounting policies, corporate structure, and specific financial statement items, including its business focus, related-party transactions, debt facilities, stock split, and subsequent Nasdaq IPO [NOTE 1 – ENTITY INFORMATION](index=6&type=section&id=NOTE%201%20%E2%80%93%20ENTITY%20INFORMATION) This note details the company's history, including name changes and mergers, culminating in its current identity as Turbo Energy, S.A., and describes its business as designing, developing, and distributing AI-optimized photovoltaic energy equipment - The company designs, develops, and distributes equipment for photovoltaic energy generation, management, and storage, with products managed by an advanced **AI-optimized software system** to reduce electricity bills and protect against power outages[16](index=16&type=chunk) - The company is part of the **Umbrella Solar Investment Group**, with its majority shareholder being Umbrella Solar Investment, S.A[17](index=17&type=chunk) - In **February 2023**, the company transformed from a Spanish unipersonal limited company (S.L.U.) to a Spanish limited stock company (S.A.)[15](index=15&type=chunk) [NOTE 2 – MATERIAL ACCOUNTING POLICIES](index=7&type=section&id=NOTE%202%20%E2%80%93%20MATERIAL%20ACCOUNT%20POLICIES) This note outlines the basis of presentation and significant accounting policies, including IFRS compliance, revenue recognition upon shipment, and a disclosed concentration of revenue with a single customer - The financial statements are prepared in accordance with **International Financial Reporting Standards (IFRS)** and comply with **IAS 34**, Interim Financial Reporting[22](index=22&type=chunk) - Revenue from product sales is recognized at the **point in time** when control is transferred to the customer, which for most sales occurs **upon shipment**[28](index=28&type=chunk)[29](index=29&type=chunk) - For the six months ended June 30, 2023 and 2022, a single customer accounted for **11.7%** and **12.3%** of total revenue, respectively, indicating a concentration of revenue[34](index=34&type=chunk) [NOTE 10 – RELATED PARTY TRANSACTIONS](index=16&type=section&id=NOTE%2010%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note details significant transactions with related parties, primarily the parent company Umbrella Solar Investment, S.A., including a new €3.8 million loan and substantially increased management fees in the first half of 2023 - As of June 30, 2023, the company had a loan of **€3.8 million** due to its senior partner, Umbrella Solar, with a 5-year term and a market interest rate of **6.25%** per year[95](index=95&type=chunk) - Management fees paid to the parent company, Umbrella Solar Investment, S.A., increased significantly to **€508,590** for the first six months of 2023, compared to **€142,433** for the same period in 2022[100](index=100&type=chunk) Transactions with Related Parties (in Euro) | Transaction Type | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Sales | € 184,362 | € 544,786 | | Services received | € 508,590 | € 142,433 | | Purchases | - | € 30,696 | [NOTE 11 – BANK LOANS](index=18&type=section&id=NOTE%2011%20%E2%80%93%20BANK%20LOANS) This note provides a breakdown of the company's bank loans and lines of credit, showing a significant decrease in total debt from €8.33 million at year-end 2022 to €3.84 million as of June 30, 2023 Bank Loans and Lines of Credit (in Euro) | Liability | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Bank loans | € 440,170 | € 556,386 | | Lines of credit | € 3,404,561 | € 7,778,145 | | **Total** | **€ 3,844,731** | **€ 8,334,531** | - The company's total available credit limit from various banks was **€11.05 million** as of June 30, 2023, an increase from **€9.35 million** at the end of 2022[104](index=104&type=chunk)[105](index=105&type=chunk) [NOTE 12 – SHARE CAPITAL](index=19&type=section&id=NOTE%2012%20%E2%80%93%20SHARE%20CAPITAL) This note describes the company's share capital structure, highlighting a **20-for-1** forward stock split in February 2023 that increased issued and outstanding ordinary shares to **50,085,700**, with all financial statements retrospectively adjusted - In **February 2023**, the company approved a **20-for-1** forward stock split, increasing issued shares to **50,085,700**, with all share and per-share data retrospectively restated[109](index=109&type=chunk) - In December 2022, the company issued **50,000,000** ordinary shares (post-split) to its parent company for proceeds of **€2,500,000**[107](index=107&type=chunk) [NOTE 17 – REVENUE](index=23&type=section&id=NOTE%2017%20%E2%80%93%20REVENUE) This note provides a geographical breakdown of revenue, showing a sharp decline in total revenue for the six months ended June 30, 2023, to €7.21 million from €14.33 million in the prior-year period, with Spain remaining the largest but significantly decreased market Revenue by Geographical Market (in Euro) | Region | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Spain | € 5,847,800 | € 12,760,655 | | Europe | € 1,083,065 | € 1,369,875 | | Rest of the world | € 281,051 | € 203,512 | | **Total** | **€ 7,211,916** | **€ 14,334,042** | - Revenue from related parties was **€184,362** in the first half of 2023, down from **€544,786** in the same period of 2022[130](index=130&type=chunk) [NOTE 21 – SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%2021%20%E2%80%93%20SUBSEQUENT%20EVENTS) This note describes a major event that occurred after the reporting period: the company's successful Initial Public Offering (IPO) on the Nasdaq Capital Market on September 22, 2023, raising gross proceeds of $5 million - On **September 22, 2023**, the company debuted on the **Nasdaq Capital Market** under the symbol "**TURB**"[136](index=136&type=chunk) - The company conducted an initial public offering of **1,000,000** American Depositary Shares (ADSs) at **$5.00** per ADS, for total gross proceeds of **$5,000,000**[136](index=136&type=chunk)