CELEBI GROUND HANDLING 2025 AR

89 Çelebi Ground Handling 2025 Annual Report ÇELEBİ HAVA SERVİSİ ANONİM ŞİRKETİ AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.) To participate in upcoming ground handling concession tenders at airports in Tanzania, the Company acquired a 65% stake in Celebi Tanzania, a Dar es Salaam-based entity with a total capital of 100.000.000 Tanzanian Shillings (approximately 40.000 USD). On 27 March 2024, 99.00% of the shares of PTN, a company based in Jakarta, Indonesia, were acquired for 34.650.000.000 Indonesian Rupiahs through a Share Purchase Agreement. As of 31 December 2025, the paid in capital of the Company is 138.300.000.000 Indonesian Rupiahs. CAI, a company based in Jakarta, Indonesia, was established on 2 May 2024, as a 99.00% subsidiary of ÇHS with an initial capital investment of 9.900.000.000 Indonesian Rupiahs. As of 31 December 2025, the paid in capital of the Company is 166.880.000.000 Indonesian Rupiahs. Çelebi Cargo GmbH, a subsidiary of Çelebi Cargo Depolama ve Dağıtım Hizmetleri A.Ş.—of which our Company, Çelebi Hava Servisi A.Ş., holds 99.97% of the shares and which is domiciled in Frankfurt, Germany—acquired 100% of the shares held by the principal shareholder of Transglobal Cargo Centre Ltd. (“TCC”), a company domiciled in Nairobi, the capital of the Republic of Kenya, providing ground handling, air cargo, and warehouse services at Jomo Kenyatta International Airport. The acquisition was completed on 23 December 2025 for a consideration of USD 40.1 million (EUR 34.5 million). Celebi Nas was established in 2008 to provide ground handling services for a period of 10 years at Chhatrapati Shivaji International Airport (“CSIA”) in Mumbai, India. The Company’s capital share is 59%, and its paid-in capital amounts to 552.000.000 Indian Rupees. In 2009, a company named Celebi Delhi Cargo was established to undertake the development, modernization, and operation of the existing cargo terminal at the airport in New Delhi, India, for a duration of 25 years. The company holds a 74% equity stake in Celebi Delhi Cargo, which has a paid-up capital of 1.120 million Indian Rupees. In 2009, Celebi Ground Handling Delhi Private Limited was established as a result of winning the tender for airport ground handling services at Delhi International Airport for a duration of 10 years. The company has a 99.9% equity stake, and a total capital contribution of 2.294 million Indian Rupees was made to fulfil the required equity. In 2018, the company’s name was changed to Celebi Airport Services India Private Limited (“CASI”) In 2019, the Company acquired a 57,65% stake in KSU, an India-based company established to provide aircraft taxiing services at airports in India. A total premium capital payment of 435 million Indian Rupees has been made by the Company. CGHI was established in 2023 as a subsidiary of CASI with a 60.98% ownership stake following the award of the ground handling tender at Ahmedabad International Airport in India. The Company’s capital amounts to 164.000 Indian Rupees. CGSC was established in 2023 as a wholly owned subsidiary of CASI following the award of the ground handling tender at Chennai International Airport in India. The Company’s total capital, including premium capital, amounts to 380.111.195 Indian Rupees. 1.2 Information on Discontinued Operations in India (*) The security permits required for the Company to conduct ground handling and cargo warehouse operations through its subsidiaries in India were revoked by the Bureau of Civil Aviation Security (BCAS) on 15 May 2025. As a result, the operations of the relevant subsidiaries were terminated due to the unilateral termination of concession agreements by the respective airport authorities, which was directly linked to the cancellation of the security permits. Following this development, the Company’s management has initiated legal proceedings with the relevant authorities in India regarding the revocation of the security permits. These legal processes are currently ongoing. The Group has assessed the financial impacts of the suspension of its operations in India as of 15 May 2025, in accordance with the provisions of Turkish Financial Reporting Standards (TFRS). Accordingly, the income and expense accounts of the relevant subsidiaries have been presented under the “Profit/Loss from Discontinued Operations” line item in the consolidated financial statements from 1 January 2025 forwards.