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Related Party Transactions

12 Months Ended

Dec. 31, 2025

NOTE 11 – RELATED PARTY TRANSACTIONS

Amount due from (to) as of December 31, 2025 are summarized as follows:

Due from related parties:

	Ultimate		Senior		Other group
	partner		partner		companies		Total
Credits pending collection	€	-	€	-	€	35,118	€	35,118
Long-term investment		-		-		291,810		291,810
Trade receivables		-		-		10,116,959		10,116,959
Total	€	-	€	-	€	10,443,887	€	10,443,887

Due to related parties:

	Ultimate		Senior			Other group
	partner		partner			companies			Total
Credits pending to pay	€	-	€	(1,020,746	)	€	(822	)	€	(1,021,568	)
Advance Payment		-		-			(1,840,395	)		(1,840,395	)
Trade payable		-		(67,154	)		-			(67,154	)
Total	€	-	€	(1,087,900	)	€	(1,841,217	)	€	(2,929,117	)

Amount due from (to) as of December 31, 2024 are summarized as follows:

Due from related parties:

	Ultimate		Senior		Other group
	partner		partner		companies		Total
Credits pending collection	€	-	€	-	€	16,908	€	16,908
Long-term investment		-		-		112,725		112,725
Trade receivables		250		-		116,337		116,587
Total	€	250	€	-	€	245,970	€	246,220

Due to related parties:

	Ultimate		Senior			Other group
	partner		partner			companies			Total
Credits pending to pay	€	-	€	(1,900,000	)	€	(784	)	€	(1,900,784	)
Credits pending collection		-		164,380			-			164,380
Trade payable		-		(2,196	)		(53,445	)		(55,641	)
Total	€	-	€	(1,737,816	)	€	(54,229	)	€	(1,792,045	)

All the amounts due to and from related parties are unsecured, non-interest bearing and due on demand, except for the loan agreement from Umbrella Global Energy, S.A. of €3,800,000. This five-year loan was formalized and signed on June 30, 2023, with a market interest rate of 6.25% per year, payable bi-annually. During the year ended December 31, 2025 and 2024, Turbo Energy received proceed from the loan of €180,000 and €0, respectively. During the year ended December 31, 2025 and 2024, Turbo Energy repaid €903,733 and €1,300,000, respectively. Also, during the year ended December 31, 2024, €600,000 of the loan was converted to partner contribution. As of December 31, 2025 and December 31, 2024, the loan amount was €1,176,267 and €1,900,000, respectively. During the year ended December 31, 2025, 2024 and 2023, a total amount of €81,320, €183,777 and €118,750 had been paid for interest, respectively.

Transactions with related parties during the years ended December 31, 2025, 2024 and 2023 were summarized as follows:

Year Ended December 31, 2025

	Ultimate		Senior			Other group
	partner		partner			companies		Total
Sales	€	-	€	-		€	10,524,288	€	10,524,288
*Services received		-		(582,440	)		-		(582,440	)
Total	€	-	€	(582,440	)	€	10,524,288	€	9,941,848

Comprised of selling and administrative – related parties of €360,787, salaries and benefits – related parties of €140,333 (including stock-based compensation of €132,015 from RSU) and interest expense – related parties of €81,320.

Year Ended December 31, 2024

	Ultimate		Senior			Other group
	partner		partner			companies		Total
Sales	€	742	€	-		€	305,909	€	306,651
*Services received		-		(1,133,890	)		-		(1,133,890	)
Total	€	742	€	(1,133,890	)	€	305,909	€	(827,239	)

*	Comprised of selling and administrative – related parties of €848,832, salaries and benefits – related parties of €101,281 (including stock-based compensation of €88,248) and interest expense – related parties of €183,777.

Year Ended December 31, 2023

	Ultimate		Senior			Other group
	partner		partner			companies			Total
Sales	€	28,419	€	2,418		€	1,349,710		€	1,380,547
*Services received		-		(1,139,518	)		-			(1,139,518	)
Purchases		-		-			(1,201,244	)		(1,201,244	)
Total	€	28,419	€	(1,137,100	)	€	148,466		€	(960,215	)

Comprised of selling and administrative – related parties of €1,010,769, salaries and benefits – related parties of €9,999 and interest expense – related parties of €118,750.

Our related party transactions during the fiscal year ended December 31, 2025 include sales of products or services made to or purchases of products or services from affiliated group companies that are under common control and to associates of such group companies. These transactions include income accrued from the commercial activities of our Company. The purchases relate to merchandise that we sell in its normal course of commercial operations.

During the year ended December 31, 2025, 2024 and 2023, the Company made payment to the related parties of €1,124,328, €2,142,353 and €640,332, respectively. During the year ended December 31, 2025, 2024 and 2023, the Company received advancement from related parties of €212,160, €799,105 and €4,214,567, respectively.

Umbrella Global Energy, as the holding company of the group, assumes all structural costs such as those related to human resources, licenses, legal, tax, labor, marketing and other generic structural costs. A margin of 13% is applied to these costs and the resulting amount is distributed to the four most significant companies in the group based on their estimated revenue in the monthly management fees.

During the years ended December 31, 2025, 2024 and 2023, the Company incurred management fees to Umbrella Global Energy, S.A. of €350,372, €840,000 and €1,005,434, respectively.

No compensation has been paid to the executives under Crocodile Investment SLU. The Company expects to continue with the same allocation structure in the future.