EX-99.3 4 ea026762801ex99-3_ellomay.htm SUMMARY OF THE FINANCIAL STATEMENTS OF ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD. AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Exhibit 99.3

Summary of the Financial Statements of Ellomay Luzon Energy Infrastructures Ltd. for September 30, 2025¹

Ellomay Luzon Energy Infrastructures Ltd.

Condensed Statements of Financial Position

	As at September 30				As at December 31
	2025		2024		2024
	Unaudited				Audited
	NIS in thousands
Assets
Current assets:
Cash and cash equivalents		331		125		1,962
Trade and other receivables		6,771		286		426
		7,102		411		2,388
Non-current assets:
Investment in equity accounted investee		880,232		289,613		312,190
		887,334		290,024		314,578

Liabilities and Equity

Current liabilities:
Trade, related parties and other payables		12,377		387		1,125
Loans from banks		87,854		-		-
		100,231		387		1,125
Non-current liabilities:
Loans from banks		332,146		-		-
		432,377		387		1,125


Equity:
Share capital		*		*		*
Share premium		105,116		105,116		105,116
Capital notes		46,933		46,933		46,933
Accumulated profit		302,908		137,588		161,404
		454,957		289,637		313,453
		887,334		290,024		314,578

Represents an amount less than NIS 1 thousand

1	Summary of Hebrew version, the original language was published by Ellomay Capital Ltd. in Israel and is available upon request.

Ellomay Luzon Energy Infrastructures Ltd.

Condensed Statements of Comprehensive Income

	Nine Months ended September 30						Three Months ended September 30						Year ended December 31
	2025			2024			2025			2024			2024
	Unaudited						Unaudited						Audited
	NIS in thousands

Other income, net		-			-			-			-			10,451
Gain on bargain purchase		112,842			-			112,842			-			-
General and administrative expenses		(676	)		(1,282	)		(274	)		(315	)		(2,089	)
Financing expenses		(5,558	)		(402	)		(5,262	)		(127	)		(530	)
Share of profits of equity accounted investee		34,896			47,319			32,891			29,689			83,959
Total comprehensive income for the period		141,504			45,635			140,197			29,247			91,791

Ellomay Luzon Energy Infrastructures Ltd.

Condensed Statements of Changes in Equity

	Share Capital		Capital Notes		Share Premium		Accumulated Profit			Total Equity
	NIS in thousands

Balance as at January 1, 2025 (audited)		*		46,933		105,116		161,404			313,453
Transaction during the nine-month period ended September 30, 2025 (unaudited) –
Total comprehensive profit for the period		-		-		-		141,504			141,504
Balance as at September 30, 2025 (unaudited)		*		46,933		105,116		302,908			454,957

Balance as at January 1, 2024 (audited)		*		46,933		105,116		99,480			251,529
Transaction during the nine-month period ended September 30, 2024 (unaudited) –
Dividend		-		-		-		(7,527	)		(7,527	)
Total comprehensive profit for the period		-		-		-		45,635			45,635
Balance as at September 30, 2024 (unaudited)		*		46,933		105,116		137,588			289,637

Balance as at July 1, 2025 (unaudited)		*		46,933		105,116		162,711			314,760
Transaction during the three-month period ended September 30, 2025 (unaudited) –
Total comprehensive profit for the period		-		-		-		140,197			140,197
Balance as at September 30, 2025 (unaudited)		*		46,933		105,116		302,908			454,957

Balance as at July 1, 2024 (unaudited)		*		46,933		105,116		115,868			267,917
Transaction during the three-month period ended September 30, 2024 (unaudited) –
Dividend		-		-		-		(7,527	)		(7,527	)
Total comprehensive profit for the period		-		-		-		29,247			29,247
Balance as at September 30, 2024 (unaudited)		*		46,933		105,116		137,588			289,637

Balance as at January 1, 2024 (audited)		*		46,933		105,116		99,480			251,529
Transaction during the year ended December 31, 2024 (audited) –
Dividend		-		-		-		(29,867	)		(29,867	)
Total comprehensive profit for the period		-		-		-		91,791			91,791
Balance as at December 31, 2024 (audited)		*		46,933		105,116		161,404			313,453

*	Represents an amount less than NIS 1 thousand

Ellomay Luzon Energy Infrastructures Ltd.

Condensed Statements of Cash Flows

	Nine months ended September 30						Three months ended September 30						Year ended December 31
	2025			2024			2025			2024			2024
	Unaudited						Unaudited						Audited
	NIS in thousands

Cash flows from operating activities -
Net profit for the period		141,504			45,635			140,197			29,247			91,791

Adjustments needed to present cash flows from the Company’s operating activities:
Adjustments to the Company’s profit and loss items:
Gain on bargain purchase		(112,842	)		-			(112,842	)		-			-
Financing expenses		5,558			402			5,262			127			530
Company’s share of profits of equity accounted investee		(34,896	)		(47,319	)		(32,891	)		(29,689	)		(83,959	)
		(142,180	)		(46,917	)		(140,471	)		(29,562	)		(83,429	)

Changes in the assets and liabilities of the Company:
Decrease (increase) in trade and other receivables		(647	)		472			(401	)		61			204
Increase (decrease) in trade, related parties and other payables		6,326			(993	)		6,136			(1,511	)		(255	)
		5,679			(521	)		5,735			(1,450	)		(51	)
Net cash provided by (used in) operating activities		5,003			(1,803	)		5,461			(1,765	)		8,311

Cash flows from investing activities -
Purchase of shares of equity accounted investee		(420,304	)		-			(418,831	)		-			-
Deposit in escrow for purchase of shares		(6,330	)		-			(6,330	)		-			-
Dividend from equity accounted investee		-			9,375			-			9,375			23,438
Net cash provided by (used in) investing activities		(426,634	)		9,375			(425,161	)		9,375			23,438

Cash flows from financing activities -
Receipt of long-term loans and undertakings		332,146			-			332,146			-			-
Receipt of short-term loans from banks and others, net		87,854			-			87,854			-			-
Dividend paid		-			(7,527	)		-			(7,527	)		(29,867	)
Net cash provided by (used in) financing activities		420,000			(7,527	)		420,000			(7,527	)		(29,867	)

Change in cash and cash equivalents		(1,631	)		45			300			83			1,882
Cash and cash equivalents at the beginning of the period		1,962			80			31			42			80
Cash and cash equivalents at the end of the period		331			125			331			125			1,962

The financial statements of Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”) as of and for the three and nine months ended September 30, 2025, include a note stating that Ellomay Luzon Energy performed a purchase price allocation in connection with the July 22, 2025 acquisition of 15% of the shares of Dorad Energy Ltd. (“Dorad”) as follows:

	Fair Value 100%			Fair Value 15%
	NIS in thousands
Tangible Assets:
Dorad’s adjusted equity as of acquisition date (July 22, 2025)		1,658,511			248,777
Cost excess due to bank loans		(106,983	)		(16,047	)
Total tangible assets		1,551,528			232,730

Intangible Assets:
Production and supply license - Dorad 1		2,207,467			331,120
Production license - Dorad 2		342,355			51,353
Tax reserve for intangible assets		(561,853	)		(84,278	)
Gain on bargain purchase*		(752,277	)		(112,842	)
		2,787,220			418,083

The net amount recognized at the acquisition date for the identifiable assets exceeds the cost of the business combination as determined above. The difference, totaling NIS 112,842 thousand, was recognized in Ellomay Luzon Energy’s statements of comprehensive income for the nine and three-month periods ended September 30, 2025, as “gain on bargain purchase.”