{"url_path":"/sec/turb/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1963439/0001213900-26-057672-index.html","accession_number":"0001213900-26-057672","cik":"0001963439","ticker":"TURB","issuer_name":"Turbo Energy, S.A.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1963439/0001213900-26-057672-index.html","primary_entity_key":"0001963439","primary_entity_name":"Turbo Energy, S.A."},"word_count":10234,"has_tables":true,"body_markdown":"**ITEM 4. INFORMATION ON THE COMPANY**\n\n** **\n\n**A. History and Development of the Company**\n\n** **\n\n**General Information**\n\n** **\n\nOur registered office and\ncorporate headquarters is located at StreetPlaza de América, 2 – 4º B, Valencia, Spain, 46004.\n\n \n\nOur agent for service of\nprocess in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, N.Y. 10168.\n\n \n\nOur website can be found\nat www.turbo-e.com/language/en/. The information contained on our website is not a part of this report, nor is such content incorporated\nby reference herein, and should not be relied upon in determining whether to make an investment in our Securities.** **\n\n** **\n\n25\n\n \n\n \n\n**Corporate History**\n\n** **\n\nTurbo Energy, S.A. was incorporated under the\nname of Distritech Solutions S.L. on September 18, 2013 under the laws of the Kingdom of Spain. The Company subsequently changed its\nname to Solar Rocket S.L. on October 7, 2013.\n\n \n\nOn April 8, 2021, Solar Rocket\nS.L. merged with Turbo Energy S.L.U. (“Turbo Energy S.L.U.”), a Spanish corporation operating in the solar energy storage\nsector. Following the merger, Turbo Energy S.L.U. became a wholly-owned subsidiary of Solar Rocket S.L., and the combined entity adopted\nthe name Turbo Energy S.L.\n\n \n\nOn February 8, 2023, the Company was converted\nfrom a Spanish unipersonal limited liability company into a public limited company (sociedad anónima), changing its corporate\nname to Turbo Energy, S.A. (“Turbo Energy” or the “Company”).\n\n \n\nTurbo Energy is a subsidiary of Umbrella Global\nEnergy, S.A. (“Umbrella Global”), a publicly traded renewable energy group. Umbrella Global is the majority shareholder of\nthe Company.\n\n \n\nStrategic Evolution\n\n \n\nSince its incorporation,\nTurbo Energy has evolved from a provider of photovoltaic-related products into a technology-driven energy solutions company focused on\nsolar energy storage and intelligent energy management.\n\n \n\nThe Company has progressively expanded its capabilities\nbeyond hardware manufacturing to include proprietary software, system integration and energy optimization solutions, positioning itself\nto address the growing demand for distributed, decentralized and digitally managed energy systems.\n\n \n\n26\n\n \n\n \n\n**Subsidiaries and Corporate Structure\nDevelopments**\n\n \n\nTurbo Energy Solutions\n\n \n\nOn November 8, 2022, Turbo\nEnergy acquired 100% of the ordinary shares of IM2 Energía Solar Proyecto 35 S.L.U. (“IM2”), a company under common\ncontrol by the Chairman of the Board, for a total consideration of €2,250.\n\n \n\nOn November 29, 2022, IM2\nchanged its name to Turbo Energy Solutions S.L.U.\n\n \n\nTurbo Energy Solutions was\ncreated to support the development of integrated energy solutions, including generation, storage and energy management services, particularly\nin the commercial and industrial segment.\n\n \n\nMerger by Absorption\n\n \n\nOn April 8, 2021, the merger\nof Solar Rocket, S.L. (the “Absorbing Company”) and Turbo Energy, S.L.U. (the “Absorbed Company”) was formalized\nand subsequently registered with the Mercantile Registry of Valencia on August 9, 2021.\n\n \n\nThe merger, approved by\nthe respective shareholders’ meetings on June 30, 2020, resulted in the dissolution without liquidation of the Absorbed Company\nand the transfer of its assets and liabilities to the Absorbing Company by universal succession.\n\n \n\nThe Company recorded the\nassets and liabilities contributed in accordance with the accounting regulations in force at that time.\n\n \n\nNew U.S. Subsidiary\n\n** **\n\nIn connection with its strategy\nto expand into the United States market, the Company incorporated Turbo Energy USA, LLC, a wholly-owned subsidiary, on January 1, 2025\nas a Delaware limited liability company.\n\n \n\nThis entity is intended\nto support the commercialization and deployment of the Company’s energy storage solutions in the U.S. market. As the day of this report, this Company has had a very insignificant activity.\n\n \n\nNew Chile Joint Venture\n\n** **\n\nOn September 6, 2024, Turbo\nEnergy established a 50%-owned subsidiary in Chile, called Smart Solar Solutions, SPA for the development of storage solutions and Energy\nas a services (EaaS) model products and services.\n\n \n\nInitial Public Offering\n\n \n\nOn September 21, 2023, Turbo\nEnergy entered into an Underwriting Agreement with Titan Partners Group, a division of American Capital Partners, LLC, and Boustead Securities,\nLLC as the representative (“Representative”) of the underwriters named on Schedule 1 thereto, relating to the Company’s\nfirm commitment underwritten initial public offering (the “Offering”) of ADSs, each representing five ordinary shares of\nthe Company, par value five cents of euro per share. Pursuant to the Underwriting Agreement, the Company agreed to sell 1,000,000 ADSs\nto the underwriters at a public offering price of $5.00 per ADS (the “Offering Price”), before underwriting discounts and\ncommissions, and granted the Representative a 45-day over-allotment option to purchase up to an additional 150,000 ADSs, equivalent to\n15% of the ADSs sold in the Offering, at the Offering Price per ADS, pursuant to the Company’s registration statement on Form F-1,\nas amended (File No. 333-273198), that was filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective\non September 21, 2023 under the Securities Act of 1933, as amended (the “Securities Act”). The Offering was closed on September\n26, 2023 and the Company’s ADSs commenced trading on the Nasdaq Capital Market under the symbol “TURB.”\n\n \n\n27\n\n \n\n \n\n**Corporate Structure**\n\n \n\nThe chart below presents\nour current corporate structure, as of the date of this report:\n\n \n\n \n\n \n\n**B. Business Overview**\n\n \n\n**General**\n\n** **\n\nTurbo Energy is a global integrator of AI-driven\nenergy storage and intelligent energy management solutions focused on transforming how energy is generated, stored, optimized and consumed\nacross residential, commercial, industrial and utility-scale applications.\n\n \n\nThe Company operates at the intersection of renewable\nenergy infrastructure, energy storage and software-driven optimization, combining battery systems, solar integration and proprietary\nArtificial Intelligence (“AI”) technologies into unified intelligent energy platforms. Turbo Energy’s solutions are\ndesigned to help customers reduce energy costs, improve operational resilience, increase energy independence and optimize energy performance\nin increasingly decentralized and volatile energy markets.\n\n \n\nTurbo Energy believes the global energy sector\nis undergoing a structural transformation in which competitive advantage is increasingly determined not by hardware alone, but by the\nability to intelligently orchestrate generation, storage, grid interaction and energy consumption through software, data analytics and\nreal-time optimization capabilities.\n\n \n\nAs a result, the Company has strategically evolved\nfrom a traditional photovoltaic storage equipment provider into a technology-driven intelligent energy solutions platform focused on\nintegration, optimization and Energy-as-a-Service (“EaaS”) models.\n\n \n\nThe Company’s proprietary SUNBOX platform\nserves as the foundation of this strategy. Initially launched in the fourth quarter of 2022 as one of the industry’s first integrated,\nAI-optimized all-in-one residential solar energy storage systems, SUNBOX has since evolved into a modular ecosystem of intelligent energy\ninfrastructure solutions addressing multiple market segments, including:\n\n \n\n●residential\napplications through SUNBOX Home and SUNBOX Home Lite;\n\n \n\n●commercial\nand industrial (“C&I”) applications through SUNBOX Industry and SUNBOX Industry\nMax;\n\n \n\n●utility-scale\nand advanced infrastructure deployments through SUNBOX Utility and customized energy integration\nprojects.\n\n \n\n28\n\n \n\n \n\nTurbo Energy’s solutions integrate proprietary\nsoftware, predictive analytics and AI-driven optimization tools capable of dynamically managing energy generation, storage and consumption\nbased on real-time variables, including electricity pricing, weather conditions, photovoltaic generation, demand forecasting and operational\nrequirements.\n\n \n\nThe Company’s software platform and cloud-based\napplications enable intelligent energy management capabilities designed to improve efficiency, optimize economic performance and transform\nenergy systems into adaptive, software-defined infrastructure assets.\n\n \n\nTurbo Energy is increasingly focused on higher-value\nC&I and integrated infrastructure projects, where customers require customized turnkey solutions capable of addressing complex energy\nmanagement challenges, including:\n\n \n\n●peak\nshaving and load balancing;\n\n \n\n●operational\ncontinuity and backup power;\n\n \n\n●renewable\nelectrification of industrial processes;\n\n \n\n●EV\ncharging infrastructure optimization;\n\n \n\n●energy\ncost stabilization; and\n\n \n\n●energy\nresilience in grid-constrained or off-grid environments.\n\n \n\nIn parallel, the Company continues to expand\nservice-based and recurring revenue models through Energy-as-a-Service (“EaaS”), Battery-as-a-Service (“BaaS”),\nlong-term optimization services and software-enabled energy management solutions.\n\n \n\nTurbo Energy’s strategic positioning is\nincreasingly centered on becoming an intelligent energy infrastructure platform capable of integrating hardware, software and energy\nservices into scalable and customizable solutions for complex energy environments.\n\n \n\nGuided by this strategy, the Company’s\nprimary growth objectives include:\n\n \n\n●accelerating\nexpansion in commercial and industrial (“C&I”) energy storage and intelligent\nelectrification projects;\n\n \n\n●strengthening\nthe role of AI-driven optimization and proprietary software as a core differentiating capability\nof the Company’s platform;\n\n \n\n●increasing\nrecurring and higher-margin revenue streams through EaaS, software and integrated energy\nmanagement services;\n\n \n\n●expanding\ninternationally across Europe, North America and Latin America through strategic partnerships\nand local deployment capabilities;\n\n \n\n●scaling\nturnkey integrated energy solutions tailored to industrial, infrastructure and mission-critical\napplications; and\n\n \n\n●strengthening\nthe Company’s financial profile and operational scalability to support long-term sustainable\ngrowth.\n\n \n\nTurbo Energy is a subsidiary of Umbrella Global\nEnergy, S.A., a renewable energy-focused investment and development group active in sectors including solar energy, energy technology\nand e-mobility, whose shares are traded on BME Growth in Spain under the ticker symbol “UMB.”\n\n \n\nFor the year ended December\n31, 2025, our total revenues increased to €19,986,500 (approximately US$ 23,456,157) from €9,638,012 for the 12 months ended\nDecember 31, 2024. For the year ended December 31, 2023, our total revenues were €13,140,771. Our net loss for the years ended December\n31, 2025, 2024 and 2023 totaled €(1,156,309) (approximately US$ (1,357,044), €(3,337,000), and €(2,013,788), respectively.\n\n \n\nOur principal business activities\nfor the years ended December 31, 2025, 2024 and 2023 were largely centered on designing, developing and distributing equipment and software\nfor the generation, management and storage of solar energy. For additional information regarding our financial performance, see “Operating\nand Financial Review and Prospects.”\n\n \n\n29\n\n \n\n \n\n**Industry**\n\n** **\n\n**Global Solar Energy Market**\n\n** **\n\nThe global solar energy market continued to expand in 2025, although\nthe pace and regional composition of growth became more uneven. According to Fortune Business Insights, the global solar power market\nwas valued at $253.69 billion in 2023 and is projected to grow from $273 billion in 2024 to $436.36 billion by 2032, representing a CAGR\nof 6% during the forecast period. The same source continues to identify North America as a leading regional market, with the United States\nexpected to remain a major contributor to long-term demand. (fortunebusinessinsights.com)\n\n \n\nFrom an installed-capacity perspective, 2025 marked another record\nyear globally. The International Energy Agency reported in its Global Energy Review 2026 that solar PV capacity additions increased by\napproximately 12% in 2025, surpassing 600 GW for the first time. This took cumulative global solar PV capacity to approximately 2.8 TW,\nmaking solar PV the power technology with the largest installed capacity worldwide. (IEA)\n\n \n\nSolarPower Europe’s Global Market Outlook for Solar Power 2025–2029\nhad anticipated approximately 655 GW of new solar installations in 2025 under its most realistic scenario, with annual installations\nexpected to continue rising toward approximately 930 GW by 2029. However, the organization also warned that achieving an 8 TW global\nsolar target by 2030 would require a faster deployment pace, closer to 1 TW of new installations per year on average. (solarpowereurope.org)\n\n \n\nThe International Energy Agency continues to view solar PV as the\ncentral technology in the global renewable power buildout. Between 2024 and 2030, solar PV is expected to account for the majority of\nrenewable capacity growth and to become the largest renewable electricity source by the end of the decade. The key market driver is no\nlonger only climate policy, but also the combination of falling technology costs, electrification, corporate power demand, grid resilience,\nand the increasing need to pair solar generation with storage and flexible demand. (IEA)\n\n \n\nIn the European Union, the energy transition advanced materially in\n2025. Ember’s European Electricity Review 2026 reported that wind and solar together generated 30% of EU electricity in 2025, exceeding\nfossil generation, at 29%, for the first time on record. Solar alone generated a record 369 TWh across the EU, equal to approximately\n13% of EU electricity, up from 11% in 2024. (ember-energy.org)\n\n \n\nSpain, Turbo Energy’s home country, remains one of Europe’s\nleading solar markets. Red Eléctrica reported that Spain added 10 GW of renewable power in 2025, including 8.8 GW of solar photovoltaic\nand 1.2 GW of wind. Including self-consumption, Spain reached 150.8 GW of total installed power capacity, with renewables accounting\nfor 68.9% of installed capacity. Solar photovoltaic became the largest technology in Spain’s installed power mix, with almost 50\nGW installed and a 33.1% share when self-consumption is included. (Red Eléctrica)\n\n \n\nIn generation terms, renewables produced 55.5% of Spain’s electricity\nin 2025, rising to 56.6% when estimated self-consumption is included. Solar photovoltaic accounted for 18.4% of Spain’s electricity\ngeneration excluding self-consumption, behind wind and nuclear; however, Red Eléctrica notes that when estimated self-consumption\nis included, solar photovoltaic would lead the national generation mix. (Red Eléctrica)\n\n \n\nNevertheless, the Spanish self-consumption segment remains in a slower\nphase after the exceptional growth seen during the energy-price crisis. UNEF reported that Spain installed 1,139 MW of new self-consumption\ncapacity in 2025, 3.7% less than in 2024, taking cumulative self-consumption capacity to approximately 9.3 GW. In the residential segment,\n36,330 new households installed self-consumption systems in 2025, adding 229 MW, a 17% decline compared with 2024. (UNEF)\n\n \n\nAPPA Renovables also reported continued contraction in the Spanish\nself-consumption market, estimating 1,214 MW of new self-consumption capacity in 2025, split between 846 MW in commercial and industrial\ninstallations and 368 MW in residential installations. According to APPA, this represented a 15.2% decline from 2024 and the third consecutive\nyear of lower annual installations, reflecting a more mature market and the need for stable tax incentives, administrative simplification,\nimproved grid access, and better tools to monetize surplus energy. (3iE Energía)\n\n \n\n30\n\n \n\n \n\nWithin the United States, the picture became more mixed in 2025. According\nto the Solar Energy Industries Association and Wood Mackenzie’s Solar Market Insight 2025 Year in Review, the U.S. solar industry\ninstalled 43.1 GWdc of new capacity in 2025, a 14% decline from 2024. Despite this decrease, solar remained the dominant source of new\nelectricity-generating capacity for the fifth consecutive year. (SEIA)\n\n \n\nThe U.S. market was affected by policy and trade uncertainty, including\nmultiple trade actions and changes to renewable energy tax credit policy. SEIA and Wood Mackenzie noted that many projects remained on\ntrack, but uncertainty contributed to delays and cancellations across market segments. Utility-scale solar installations declined 16%\nin 2025, while commercial solar grew 6%, residential solar was broadly flat, and community solar declined 25%. (SEIA)\n\n \n\nLooking into 2026, the U.S. Energy Information Administration expects\nsolar and battery storage to remain the largest contributors to new U.S. grid capacity. EIA reported that 53 GW of new generating capacity\nwas added in 2025, the largest annual addition since 2002, and that solar is expected to represent 51% of planned 2026 capacity additions,\nfollowed by battery storage at 28%. (EIA)\n\n \n\nThe risk of higher tariffs and trade barriers remains material for\nthe U.S. solar and storage markets, particularly given the importance of Asian supply chains for modules, cells, inverters, and batteries.\nWood Mackenzie and SEIA specifically cited trade actions and tax-credit policy changes as factors that weighed on the U.S. market in\n2025. Separately, policy changes affecting Chinese-origin battery energy storage systems entered into force in 2026, increasing pressure\non supply-chain planning and procurement strategies. (Wood Mackenzie)\n\n \n\nThe solar energy market in Latin America continues to show a positive\nlong-term outlook, although grid constraints, financing conditions, and policy continuity remain important limiting factors. Wood Mackenzie’s\nSouth America Solar PV Market Outlook 2025 forecasts that South America will add approximately 160 GWdc of solar PV capacity between\n2025 and 2034, driven by diversification efforts, growing power demand, and favorable system economics. Brazil, Chile, and Colombia are\nexpected to remain key markets, while green hydrogen demand may further support long-term solar growth. (Wood Mackenzie)\n\n \n\nSolarPower Europe has also identified Latin America as an attractive\nsolar investment region, highlighting opportunities in Argentina, Brazil, Colombia, Mexico, and Peru. The region benefits from strong\nsolar resources, growing electricity demand, and increasing corporate interest in renewable power, but expansion will depend heavily\non transmission infrastructure, storage deployment, regulatory stability, and access to financing. (solarpowereurope.org)\n\n \n\n**Global Solar Energy Storage Market**\n\n \n\nEnergy storage systems are increasingly central to the energy transition\nbecause they allow electricity generated from renewable sources to be stored and dispatched when demand is higher, grid conditions require\nflexibility, or market prices are more attractive. As solar penetration rises, storage is becoming less of an optional complement and\nmore of a critical enabling technology for grid stability, self-consumption optimization, peak shaving, backup power, and participation\nin flexibility markets.\n\n \n\nAccording to The Business Research Company’s Energy Storage\nSystems Market Report 2026, the global energy storage systems market is expected to grow from $266.84 billion in 2025 to $287.83 billion\nin 2026, representing a CAGR of 7.9%. The report attributes growth to renewable energy deployment, grid stabilization needs, lithium-ion\ntechnology adoption, backup power demand, and broader energy-management applications. (Research and Markets)\n\n \n\nBattery storage is the fastest-growing power technology globally.\nThe International Energy Agency reported in its Global Energy Review 2026 that 108 GW of new battery storage capacity was deployed worldwide\nin 2025, 40% more than in 2024. Installed battery storage capacity is now eleven times higher than in 2021, reflecting the rapid acceleration\nof both utility-scale and behind-the-meter applications. (IEA)\n\n \n\n31\n\n \n\n \n\nIn the United States, the energy storage market reached a new record\nin 2025. According to the American Clean Power Association and Wood Mackenzie’s U.S. Energy Storage Monitor Q1 2026 and 2025 Year\nin Review, the U.S. installed 18.9 GW of battery energy storage systems in 2025, a 52% increase over 2024. Q4 2025 was the strongest\nquarter on record, with 5.8 GW installed, including 4.9 GW from utility-scale projects. (ACP)\n\n \n\nThe U.S. residential storage segment benefited in 2025 from consumers\naccelerating purchases ahead of the expiration of the Section 25D residential tax credit. However, Wood Mackenzie expects the residential\nstorage market to contract by 2% in 2026 following the expiration of that credit. Commercial, community, and industrial storage is expected\nto continue expanding over the medium term, supported by falling system costs and stronger policy support in specific markets. (Wood\nMackenzie)\n\n \n\nEurope’s battery storage market also continued expanding, although\ngrowth moderated after several years of very rapid acceleration. SolarPower Europe’s European Market Outlook for Battery Storage\n2025–2029 reported that Europe deployed 22 GWh of new battery storage in 2024, increasing the total European battery fleet to 61\nGWh. The organization expects significant expansion over the following five years, with annual deployments potentially rising to nearly\n120 GWh by 2029 and total capacity approaching 400 GWh. (POWER Magazine)\n\n \n\nSolarPower Europe has emphasized that battery energy storage is essential\nfor delivering a flexible, electrified energy system and has called for stronger European policy support, including improved market access\nfor flexibility, faster permitting, and better integration of storage into grid planning. This is particularly relevant in markets such\nas Spain, where high solar penetration, low or negative daytime wholesale prices, and grid constraints increase the strategic value of\nbatteries. (OIE)\n\n \n\nSpain’s own power system is beginning to reflect this shift.\nRed Eléctrica reported 3,427 MW of storage power in Spain at the end of 2025 and stated that storage systems, including pumped\nstorage and batteries, contributed to integrating 9,213 GWh of electricity during 2025, 6.2% more than in 2024. This helped increase\nthe utilization of renewable generation and underlines the growing need for storage as solar penetration rises. (Red Eléctrica)\n\n \n\nIn Latin America, energy storage remains at an earlier stage than\nin the United States or Europe, but the outlook is increasingly favorable. Wood Mackenzie forecasts that Latin America’s energy\nstorage market will grow at an 8% CAGR through 2034, reaching approximately 23 GW. Chile is expected to lead the region, followed by\nMexico and the Dominican Republic, supported by regulatory developments, grid needs, and the increasing adoption of hybrid solar-plus-storage\nprojects. (Wood Mackenzie)\n\n \n\nThe future of solar energy and storage in Latin America appears promising,\nparticularly in countries with strong solar resources, growing power demand, and increasing need for grid resilience. However, the region’s\ngrowth will depend on the pace of transmission expansion, regulatory clarity for storage remuneration, access to project finance, and\nthe development of bankable hybrid solar-plus-storage business models. (EMIS Next)\n\n \n\nOverall, the 2025 data confirm\nthat solar PV remains one of the fastest-growing energy technologies globally, while battery storage is becoming the key enabler of the\nnext stage of solar deployment. For companies operating in distributed solar, residential and commercial storage, and energy management,\nthe market opportunity is increasingly tied not only to installing generation capacity, but also to maximizing self-consumption, providing\nbackup and resilience, optimizing electricity costs, and enabling customers to participate in more flexible and decentralized power systems.\n\n \n\n32\n\n \n\n \n\n**Our Products and Services**\n\n** **\n\nTurbo Energy develops\nand deploys integrated AI-driven energy storage and intelligent energy management solutions designed to address the evolving needs of\nresidential, commercial, industrial and utility-scale energy users.\n\n \n\nThe Company’s technology\nplatform combines battery storage systems, proprietary software, solar integration and intelligent optimization capabilities into scalable\nenergy infrastructure solutions designed to improve energy efficiency, reduce electricity costs, increase operational resilience and optimize\nenergy performance across decentralized energy environments.\n\n \n\nTurbo Energy’s solutions\nare designed to support the growing global transition toward distributed electrification, renewable integration and software-defined energy\ninfrastructure. Through its integrated systems and energy management technologies, the Company seeks to transform energy from a passive\nutility cost into an actively managed and optimized strategic asset.\n\n \n\nThe Company’s core\nproduct ecosystem is commercialized under the SUNBOX brand, a modular family of intelligent energy storage and management solutions spanning\nresidential, commercial, industrial and utility-scale applications.\n\n \n\nAll SUNBOX systems are integrated\nwith Turbo Energy’s proprietary cloud-based software platform and AI-driven energy management technologies, which dynamically analyze\nand optimize variables including:\n\n \n\n●electricity pricing;\n\n \n\n●weather forecasts;\n\n \n\n●photovoltaic generation;\n\n \n\n●battery performance;\n\n \n\n●consumption profiles; and\n\n \n\n●operational energy demand.\n\n \n\nThrough these technologies,\nTurbo Energy’s systems are designed to automate and optimize energy generation, storage and consumption decisions in real time.\n\n \n\n**Residential Offerings**\n\n** **\n\n**SUNBOX Home**\n\n** **\n\nSUNBOX Home is an integrated residential solar\nenergy storage and intelligent energy management system designed for homes seeking to optimize self-consumption, improve energy independence\nand reduce electricity costs.\n\n \n\nThe system integrates battery storage, inverter\ntechnology, energy management software and cloud connectivity into a single modular architecture capable of supporting both grid-connected\nand off-grid applications.\n\n \n\nSUNBOX Home is managed through\nan AI-driven software platform, which continuously analyzes residential energy consumption, solar generation and external market conditions\nto optimize energy usage and storage performance in real time.\n\n \n\n33\n\n \n\n \n\nThe system provides users with intelligent energy\nmanagement capabilities including:\n\n \n\n●automated energy optimization;\n\n \n\n●real-time monitoring;\n\n \n\n●predictive analytics;\n\n \n\n●electricity price optimization;\n\n \n\n●backup power management; and\n\n \n\n●energy consumption visibility through mobile applications.\n\n \n\nThe platform is designed\nto support scalable residential deployments through modular battery expansion capabilities.\n\n \n\n**SUNBOX Home EV**\n\n** **\n\nSUNBOX Home EV is Turbo Energy’s patented\nresidential energy platform integrating solar energy storage and electric vehicle (“EV”) charging functionality into a unified\nintelligent energy management system.\n\n \n\nUnlike conventional standalone EV charging or\nstorage solutions, SUNBOX Home EV enables coordinated optimization of residential electricity consumption, solar generation, battery storage\nand EV charging behavior through Turbo Energy’s AI-driven software platform.\n\n \n\nThe system provides users with centralized monitoring\nand optimization capabilities through an App, enabling intelligent management of:\n\n \n\n●EV charging schedules;\n\n \n\n●stored energy consumption;\n\n \n\n●electricity cost optimization; and\n\n \n\n●energy efficiency metrics.\n\n \n\nTurbo Energy believes increasing residential electrification\nand EV adoption create significant long-term demand for integrated intelligent home energy platforms capable of coordinating distributed\nenergy assets within a single optimized system architecture.\n\n \n\n34\n\n \n\n \n\n**SUNBOX Home Lite**\n\n** **\n\nIntroduced commercially in\n2025, SUNBOX Home Lite expands Turbo Energy’s residential offering toward smaller residential installations and energy storage requirements\nbelow 15 kWh.\n\n \n\nThe platform maintains the\nintegrated architecture, AI-driven optimization capabilities and cloud-based energy management functionalities of SUNBOX Home while providing\na more compact and cost-efficient solution tailored for smaller households and urban residential applications.\n\n \n\nSUNBOX Home Lite is designed\nto increase accessibility and adoption of intelligent residential energy management systems across broader customer segments.\n\n \n\n**Commercial and Industrial Offerings**\n\n** **\n\n**SUNBOX Industry**\n\n** **\n\nSUNBOX Industry is Turbo Energy’s scalable\nenergy storage and intelligent energy management platform designed for commercial and industrial (“C&I”) applications.\n\n \n\nThe system supports both new and existing photovoltaic\ninstallations and is engineered to optimize energy performance across complex operational environments requiring advanced load management,\npeak shaving, backup power and energy cost stabilization capabilities.\n\n \n\nSUNBOX Industry integrates large-scale battery\nstorage systems with Turbo Energy’s AI-driven optimization platform, enabling automated management of electricity procurement, storage\nand consumption based on real-time operational and market conditions.\n\n \n\nThe platform is designed to address key industrial\nenergy challenges including:\n\n \n\n●electricity price volatility;\n\n \n\n●operational continuity;\n\n \n\n●demand management;\n\n \n\n●renewable energy integration;\n\n \n\n●energy resilience; and\n\n \n\n●electrification of industrial operations.\n\n \n\nThe system is highly modular\nand scalable, supporting projects ranging from medium-scale commercial installations to large industrial deployments.\n\n \n\nTurbo Energy’s technology\narchitecture is designed to allow integration into existing facilities and energy infrastructure without requiring complete redesign of\npreviously installed systems. The platform also supports direct current integration and parallel connection capabilities that facilitate\nexpansion of photovoltaic generation and storage assets within operational facilities.\n\n \n\nTurbo Energy increasingly\nviews SUNBOX Industry as a strategic platform for recurring revenue generation through integrated energy services, software optimization\nand Energy-as-a-Service (“EaaS”) deployment models.\n\n \n\n35\n\n \n\n \n\n**Utility-Scale Offerings**\n\n** **\n\n**SUNBOX Utility**\n\n** **\n\nSUNBOX Utility is Turbo Energy’s utility-scale\nintelligent energy storage platform currently under advanced development for grid-scale and hybrid energy infrastructure applications.\n\n \n\nThe platform is being designed to support utility\noperators, renewable developers and large infrastructure projects seeking intelligent Battery Energy Storage System (“BESS”)\nsolutions capable of improving grid flexibility, renewable integration, operational resilience and energy optimization.\n\n \n\nSUNBOX Utility is expected to integrate Turbo\nEnergy’s proprietary AI-driven optimization software with utility-scale storage infrastructure, enabling dynamic management of energy\ngeneration, storage and market participation strategies.\n\n \n\nThe platform is being engineered to support:\n\n \n\n●grid-connected storage systems;\n\n \n\n●hybrid renewable infrastructure;\n\n \n\n●ancillary service participation;\n\n \n\n●energy arbitrage optimization;\n\n \n\n●renewable intermittency management; and\n\n \n\n●intelligent revenue optimization strategies.\n\n \n\nTurbo Energy expects SUNBOX Utility to operate\nboth as a standalone storage platform and as part of integrated hybrid energy systems.\n\n \n\nFor smaller utility and hybrid installations,\nthe Company also plans to deploy compact intelligent systems powered by its proprietary Artificial Intelligence Energy Management System,\ndesigned to continuously optimize operational and economic performance based on real-time market and generation conditions.\n\n \n\nTurbo Energy believes utility-scale intelligent\nenergy storage and software-driven optimization will become increasingly critical components of future decentralized energy infrastructure\nas global energy systems continue evolving toward greater electrification, flexibility and renewable penetration.\n\n \n\nThe Company expects continued development and\ncommercialization activities related to the SUNBOX Utility platform throughout 2026.\n\n \n\n**Year-Over-Year Revenue Performance of Our\nSUNBOX Products**\n\n \n\nFor the years ended December\n31, 2025, 2024 and 2023, revenues stemming from the sale of our *SUNBOX* systems totaled €12,158,408 (approximately US$14,269,108),\n€3,455,505, and €804,244, respectively. *SUNBOX*sales accounted for 61% of our total revenue for the year ended December\n31, 2025, 37% for the year ended December 31, 2024, and 6% for the year ended December 31, 2023. The increase from fiscal year ended December\n31, 2024 to fiscal year ended December 31, 2025 was due to a new project in the Sunbox Industrial line within the ceramics sector in Valencia,\nSpain. In addition, due to our focus on successfully executing sales and marketing initiatives to expand market awareness of our SUNBOX\nsolutions, specially the industrial line, as well as increase market penetration primarily in the European Union.\n\n** **\n\n36\n\n \n\n \n\n**Batteries**\n\n** **\n\nAs one of the leading companies\nthat introduced lithium-ion batters for solar energy storage in Spain, today Turbo Energy sells a full line of robust, reliable and easy-to-install\nlithium-ion batteries to customers on a global basis designed to support self-consumption and/or isolated installations.\n\n \n\n \n●\n**Lithium Series 24V 2.24 kWH Battery**: Lithium NMC battery with a capacity of 2.2 kWh and 4500 cycles of guaranteed life, ideal for off-grid solar installations. It does not require communication with the inverter, because unlike Lithium Ferro Phosphate (“LiFePO4”) technology, it is easily managed by voltage.\n\n \n\n●**Lithium Series\nPro 5.1 kWH 24V Battery**: LiFePO4 battery with a capacity of 5.1 kWh and 6000 cycles of\nguaranteed life, ideal for off-grid solar installations. It is compatible with Voltronic\nand Victron inverters and has a parallel connection capacity of up to 64 units. Quick connections\nallow for reduced installation times.\n\n \n\n \n●\n**Lithium Series 48V 2.4 kWh Battery**: LiFePO4 battery with 2.4 kWh capacity and 6000 cycles of guaranteed life that is ideal for photovoltaic self-consumption with storage applications and off-grid solar installations. It is compatible with Turbo Energy, Voltronic and Victron inverters and has a parallel connection capacity of up to 40 units. Quick connections allow for reduced installation times.\n\n \n\n \n●\n**Lithium Series 48V 5.1 kWh Battery**: LiFePO4 battery with 5.1 kWh capacity and 6000 cycles of guaranteed life that is ideal for photovoltaic self-consumption with storage applications and off-grid solar installations. It is compatible with Turbo Energy and Voltronic inverters and has a parallel connection capacity of up to 6 units. Quick connections allow for reduced installation times. In addition, it is a dual battery system, the only battery solution on the market that works in low and high voltage at the same time and is compatible with industrial scale projects.\n\n \n\n \n●\n\n**HV Lithium\nSeries 48V 2.4 kWh Battery:** LiFePO4 battery with 2.4 kWh capacity and 6000 cycles of\nguaranteed life that is ideal for photovoltaic self-consumption with storage applications\nand off-grid solar installations. It is compatible with Turbo Energy, Voltronic and Victron\ninverters and has a parallel connection capacity of up to 40 units. Quick connections allow\nfor reduced installation time\n\n \n\n●**Lithium Series 48V 3.6 kWh Battery**: LiFePO4\nlithium-ion battery with 6,000 cycles of guaranteed life that is ideal for photovoltaic self-consumption with storage applications and\noff-grid solar installations. It features parallel connection capacity up to 40 units and has quick connections that make for fast installation.\n\n  \n\n●**Lithium Series 51.2V 5.1 kWh Battery**:\nLiFePO4 lithium-ion battery with 6,000 cycles of guaranteed life that is ideal for photovoltaic self-consumption with storage applications\nand off-grid solar installations. It features parallel connection capacity up to 50 units and has quick connections that make for\nfast installation.\n\n \n\n \n●\n**Lithium Series Pro 5.1 kWh Battery**: LiFePO4 lithium-ion battery with a 6,000-cycle lifespan, featuring a built-in circuit breaker for added safety. Ideal for off-grid solar installations and for self-consumption with storage. Compatible with Turbo Energy, Voltronic, and Victron inverters; allows for parallel connection of up to 64 units. Complies with UL1973 and UL9540A certifications, and its optimized design enables quick and easy installation thanks to its efficient connections.\n\n  \n\n \n●\n**Lithium Series Slim 48V 5**.1 kWh Battery: LiFePO4 battery of 5.1 kWh capacity and 48V for self-consumption and isolated installations. Parallel connection of up to 15 batteries with communication. Features a profile that is 33% narrower and 15% lighter than other batteries.\n\n \n\n \n●\n**Lithium Series Dual 48V 5.1 kWh Battery:** LiFePO4 lithium-ion battery with 6,000 cycles of guaranteed life that is suitable for series and parallel operation. Compatible with virtually all inverters on the market and has quick connections that allow for reduced installation times. Its parallel UTP communication cable is valid for all inverters. In addition, it is a dual battery system, the only battery solution on the market that works in low and high voltage at the same time and is compatible with industrial scale projects.\n\n \n\n \n●\n**Lithium Series Slim 48V 2.4 kWh Battery:** LiFePO4 battery with 2.4 kWh capacity and 48V for self-consumption and isolated installations. It features parallel connection capacity up to 15 batteries with communication and is ultra narrow ideal for installations with limited space.\n\n \n\nFor the years ended December\n31, 2025, 2024 and 2023, revenues stemming from the sale of our batteries were €4,488,821 (approximately US$5,268,080), €3,078,584,\nand €6,578,530, respectively. Revenue from batteries accounted for 23% of our total revenue for the year ended December 31, 2025,\n33% of our total revenue for the year ended December 31, 2024, and 50% for the year ended December 31, 2023. The increase in battery sales\nfrom fiscal year ended December 31, 2024 to fiscal year ended December 31, 2025 was largely attributable to the sector’s external\nfactors, and by our Company’s high dependence on the Spanish market, where most of our sales have historically been concentrated.\nThe Spanish market, after several years of declining battery consumption, is growing again due to the increasingly clear profitability\nadvantage of photovoltaic plants hybridized with storage capacity.\n\n \n\n37\n\n \n\n \n\n**Inverters**\n\n \n\nThe inverter is the most\nvital component in a photovoltaic system. It converts the direct current produced by solar panels into alternating current that can be\nused by household appliances. The inverter also regulates the battery charging and discharging based on energy needs and optimizes the\nutilization of generated renewable energy. We are currently offering the following inverters:\n\n \n\n \n●\n**Three-Phase Hybrid Series HV 30.0**: A three-phase hybrid inverter of 30 kW which is ideally suited for both self-consumption applications and off-grid installations. Through the *Turbo Energy App*, this inverter features a peak shaving function that automatically programs the energy storage system to consume battery power during periods of peak demand on the grid.\n\n \n\n \n●\n**Three-Phase OnGrid Series 100.0**: a three-phase grid inverter consisting of six MPPTs, with four inputs on each. It has zero-dump functionality and efficiency of up to 98.7%.\n\n \n\n \n●\n**Single Phase OnGrid Series 8.0:**a single-phase grid inverter consisting of two MPPTs and three string inputs. It has zero-dump functionality and an efficiency of up to 97.7%.\n\n \n\n \n●\n**Hybrid Series 48V 5.0 and 6.0 Inverters:**a single-phase hybrid inverter ideal for both photovoltaic self-consumption applications and off-grid installations. Through the *Turbo Energy App*, this inverter features a peak shaving function that automatically programs the energy storage system to consume battery power during periods of peak demand on the grid.\n\n \n\n●**Microinverter Series WiFi 1.6:**Microinverter consisting\nof 4 PV module inputs and 4 MPPTs, and AC output with pre-assembled connection elements for easy on-site installation.\n\n \n\n \n●\n**Three-Phase Hybrid Series Inverter 48V 10.0 and 5.0**: a three-phase hybrid inverter ideal for photovoltaic self-consumption applications as well as for off-grid installations. Through the *Turbo Energy App*, this inverter features a peak shaving function that automatically programs the energy storage system to consume battery power during periods of peak demand on the grid.\n\n \n\nFor the years ended December 31, 2025, 2024 and 2023, our revenue from\nthe sale of inverters totaled €2,424,886 (approximately US$2,845,846), €1,817,121 and €3,133,825, respectively. Revenue\nfrom inverters accounted for 12% of our total revenue for the year ended December 31, 2025, 19% of our total revenue for the year ended\nDecember 31, 2024 and 24% of our total revenue for the year ended December 31, 2023. Our revenue from inverters increased by €607,765,\nor 33%, from fiscal year ended December 31, 2024 to fiscal year ended December 31, 2025, due primarily to a combination of a recovery\nin demand and the success of the features of the hybrid inverter sold by Turbo Energy, which is currently the most popular in the market.\n\n \n\n**Turbo Energy Software**\n\n** **\n\nTurbo Energy’s tailored-made\nsoftware and AI-driven energy optimization capabilities are a core component of the Company’s intelligent energy platform and represent\na key strategic differentiator of its integrated energy solutions.\n\n \n\nThe Company’s software\narchitecture is designed to optimize the performance, efficiency and economic value of distributed energy systems by dynamically orchestrating\nenergy generation, storage and consumption across residential, commercial and industrial (“C&I”) environments.\n\n \n\n38\n\n \n\n \n\nTurbo Energy’s software\nplatform continuously monitors and analyzes energy flows between photovoltaic generation systems, battery storage infrastructure, facility\nconsumption and, where applicable, electric vehicle (“EV”) charging systems. Through advanced optimization algorithms, predictive\nanalytics and machine learning models, the platform is designed to automate energy management decisions based on real-time operational\nand market conditions.\n\n \n\nThe software platform enables\nintelligent functionalities including:\n\n \n\n●dynamic energy optimization;\n\n \n\n●peak shaving and demand management;\n\n \n\n●backup power and energy resilience management;\n\n \n\n●renewable energy maximization;\n\n \n\n●electricity price optimization;\n\n \n\n●predictive energy consumption analysis; and\n\n \n\n●intelligent charging and storage coordination.\n\n \n\nTurbo Energy’s AI-driven\noptimization models analyze large volumes of operational and market data, including:\n\n \n\n●historical energy consumption patterns;\n\n \n\n●photovoltaic generation performance;\n\n \n\n●weather forecasting;\n\n \n\n●electricity market pricing signals; and\n\n \n\n●operational energy demand profiles.\n\n \n\nThese capabilities allow\nthe platform to dynamically optimize how and when energy is generated, stored, consumed or sourced from the electrical grid in order to\nimprove economic efficiency and operational performance.\n\n \n\nTurbo Energy’s strategic\nsoftware focus is increasingly centered on commercial and industrial (“C&I”) deployments, where the Company develops customized\nintelligent energy management solutions tailored to complex operational environments and large-scale energy infrastructure projects.\n\n \n\nWithin the C&I segment,\nthe Company’s software capabilities are designed to support:\n\n \n\n●industrial electrification strategies;\n\n \n\n●large-scale storage optimization;\n\n \n\n●operational continuity;\n\n \n\n●energy cost stabilization;\n\n \n\n●renewable integration;\n\n \n\n●distributed infrastructure management; and\n\n \n\n●Energy-as-a-Service (“EaaS”) business models.\n\n \n\n39\n\n \n\n \n\nTurbo Energy believes the\nintegration of proprietary software, predictive analytics and AI-driven optimization capabilities increasingly represents the primary\nsource of differentiation and long-term value creation within the global energy storage sector, where hardware components are becoming\nprogressively commoditized.\n\n \n\nWhile certain hardware systems\nare co-developed alongside manufacturing and technology partners, Turbo Energy internally develops and controls the core optimization\nsoftware, system architecture and AI-driven energy management capabilities integrated across its intelligent energy platform.\n\n \n\nThe Company’s software\ninfrastructure is cloud-based and hosted through third-party enterprise cloud environments in Europe. Turbo Energy’s optimization\nlogic, machine learning models and AI-driven operational intelligence are centrally managed and protected within its software architecture.\n\n \n\nTurbo Energy expects continued\ninvestment in software development, AI capabilities and intelligent energy orchestration technologies to remain a central component of\nits long-term strategy as global energy systems evolve toward increasingly decentralized, software-defined and service-oriented infrastructure\nmodels.\n\n \n\n**Planned U.S. Expansion**\n\n** **\n\nAs part of its international\ngrowth strategy, Turbo Energy continues to evaluate and selectively expand opportunities within the United States energy storage market.\n\n \n\nOn April 1, 2025, the Company\nannounced that it had successfully completed the certification process required for entry into the U.S. residential energy storage market,\nobtaining Underwriters Laboratories (“UL”) 5500 and UL 9540 certifications for its SUNBOX Home residential energy storage\nplatform. These certifications represent important industry-recognized standards relating to safety, performance and regulatory compliance\nfor residential energy storage systems in the United States.\n\n \n\nTurbo Energy believes the\nU.S. market represents a significant long-term opportunity driven by continued growth in distributed solar generation, residential electrification,\nenergy resilience requirements and increasing adoption of battery storage systems integrated with intelligent energy management technologies.\n\n \n\nTurbo Energy’s current\nU.S. product offering strategy is focused primarily on residential solar-plus-storage solutions and intelligent energy management systems\ndesigned for grid-connected and backup power applications. Products intended for commercialization in the U.S. market include:\n\n \n\n●SUNBOX Split Phase Series 10.0, an integrated residential solar energy storage system for split-phase\ninstallations with modular storage\n\n \n\n●capacity of up to 20.4 kWh and AI-driven energy optimization capabilities;\n\n \n\n●Split Phase Hybrid Series 48V 10.0 Inverter with Back-Up Mode, a hybrid inverter solution designed for\nsolar self-consumption, backup power and peak shaving applications; and\n\n \n\n●Lithium Series Pro 5.1 kWh Battery, a lithium iron phosphate (LiFePO4) battery system designed for residential\nstorage applications.\n\n \n\nTurbo Energy intends to continue developing commercial\ndeployment opportunities and market expansion initiatives in the United States as part of its broader international growth strategy.\n\n \n\n40\n\n \n\n** **\n\n**Energy-as-a-Service**\n\n** **\n\nAs part of its expansion strategy in Latin America\nand broader transition toward recurring-service and software-driven business models, Turbo Energy introduced its Energy-as-a-Service (“EaaS”)\nplatform in 2025 through its subsidiary Turbo Energy Solutions (“TES”).\n\n \n\nThe EaaS model is designed to enable commercial\nand industrial customers to deploy integrated solar generation, battery storage and intelligent energy management infrastructure without\nthe need for significant upfront capital investment.\n\n \n\nThrough this model, customers gain access to customized\nenergy solutions integrating photovoltaic generation, SUNBOX Industry storage systems and AI-driven optimization technologies designed\nto improve operational efficiency, reduce energy cost volatility and enhance energy resilience.\n\n \n\nTurbo Energy’s EaaS platform combines:\n\n \n\n●distributed solar generation;\n\n \n\n●battery storage infrastructure;\n\n \n\n●proprietary intelligent energy management software; and\n\n \n\n●long-term operational and optimization services.\n\n  \n\nTurbo Energy believes the EaaS model addresses\nseveral structural challenges facing commercial and industrial energy consumers, including:\n\n \n\n●rising electricity costs;\n\n \n\n●energy price volatility;\n\n \n\n●increasing electrification requirements;\n\n \n\n●operational continuity needs; and\n\n \n\n●capital allocation constraints.\n\n \n\nThe Company also believes recurring-service energy\nmodels represent a significant long-term growth opportunity as energy infrastructure increasingly evolves toward decentralized, service-oriented\nand software-managed systems.\n\n \n\nThrough TES and related strategic\npartnerships in Chile, Turbo Energy intends to continue expanding deployment of EaaS and intelligent energy infrastructure solutions across\nselected high-growth markets.\n\n \n\n**Our Sales and Distribution Focus**\n\n** **\n\nSince its founding in 2013, Turbo Energy initially\nfocused on the distribution and commercialization of residential photovoltaic equipment through a network of distributors and installation\npartners primarily concentrated in Spain.\n\n \n\nFollowing the commercial launch and expansion\nof the SUNBOX platform, the Company progressively evolved its commercial strategy toward higher-value integrated energy solutions across\nresidential, commercial and industrial (“C&I”) markets.\n\n \n\n41\n\n \n\n \n\nTurbo Energy’s current commercial focus\nis centered on expanding deployment of intelligent energy storage systems, integrated energy management solutions and recurring-service\nbusiness models across selected international markets.\n\n \n\nThe Company continues to prioritize growth opportunities\nin Europe and Latin America while selectively evaluating additional international expansion opportunities aligned with its long-term strategy.\n\n \n\nTurbo Energy’s sales\nand distribution activities combine strategic partnerships, local distributors, energy integrators and project-based commercial relationships\ntailored to specific market segments and applications. \n\n \n\n**Research and Development**\n\n** **\n\nResearch and development has been a core component\nof Turbo Energy’s business strategy since inception.\n\n \n\nThe Company initially focused on the development\nof residential solar storage technologies and progressively expanded its capabilities across battery systems, inverter technologies, intelligent\nenergy management software and integrated energy infrastructure solutions.\n\n \n\nTurbo Energy’s development activities are\ncurrently focused on advancing:\n\n \n\n●AI-driven energy optimization technologies;\n\n \n\n●intelligent energy management systems;\n\n \n\n●large-scale storage integration;\n\n \n\n●commercial and industrial (“C&I”) energy solutions;\n\n \n\n●Energy-as-a-Service (“EaaS”) infrastructure models; and\n\n \n\n●utility-scale storage and hybrid energy systems.\n\n  \n\nThe Company believes ongoing innovation in software,\npredictive analytics and intelligent energy orchestration will continue to play an increasingly important role in the evolution of distributed\nenergy infrastructure and energy storage markets globally.\n\n \n\nTurbo Energy intends to continue\ninvesting in research and development activities designed to strengthen its technology platform and support long-term growth opportunities\nacross residential, commercial, industrial and utility-scale applications. \n\n** **\n\n**Growth Strategy**\n\n \n\nTurbo Energy’s growth\nstrategy is focused on expanding its position as an integrated provider of intelligent energy storage and energy management solutions\nacross residential, commercial, industrial and utility-scale markets.\n\n \n\nOur primary near-term growth\nobjectives are centered on exploiting our competitive differentiation and include:\n\n \n\n●expanding deployment of SUNBOX residential, commercial, industrial\nand utility-scale solutions across selected international markets;\n\n \n\n●increasing penetration within the commercial and industrial\n(“C&I”) segment through customized turnkey energy infrastructure projects;\n\n \n\n42\n\n \n\n \n\n●continuing development of AI-driven optimization software and\nintelligent energy management capabilities;\n\n \n\n●increasing recurring-service and software-related revenue streams\nthrough Energy-as-a-Service (“EaaS”) and long-term optimization services;\n\n \n\n●expanding strategic partnerships supporting deployment, financing\nand commercialization initiatives;\n\n \n\n●advancing utility-scale and hybrid energy infrastructure capabilities\nthrough SUNBOX Utility and related technologies; and\n\n \n\n●strengthening operational scale, financial performance and long-term\nbalance sheet flexibility.\n\n \n\nTurbo Energy believes\nthe ongoing decentralization, electrification and digitalization of global energy systems continue to create significant long-term opportunities\nfor intelligent energy storage, software-driven optimization and integrated energy infrastructure platforms.\n\n \n\n**Competition**\n\n** **\n\nThe solar energy storage\nmarket is highly competitive, and new regulatory requirements for carbon emissions, technological advances, the lower cost of renewable\nenergy, the decrease in battery and solar panel costs, improving battery technology and shifting customer demands are causing the industry\nto evolve and expand. We believe that the principal competitive factors in the energy storage market include, but are not limited to:\n\n \n\n \n●\nsafety, reliability and quality;\n\n \n\n \n●\nproduct performance;\n\n \n\n \n●\nhistorical track record and references for customer satisfaction;\n\n \n\n \n●\ntechnological innovation;\n\n \n\n \n●\ncomprehensive solution from a single provider;\n\n \n\n \n●\nupfront and ongoing costs of hardware, software and services;\n\n \n\n \n●\nexperience in delivering value for multiple stakeholders;\n\n \n\n \n●\nease of installation and integration; and\n\n \n\n \n●\nclarity of value proposition.\n\n \n\n43\n\n \n\n \n\nWe compete for customers\nand strategic business partners with other providers of energy storage systems, as well as companies engaged in developing software to\nmonitor and manage energy storage consumption. Many of these providers have longer operating histories, customer incumbency advantages,\naccess to and influence with governmental bodies, and significantly more capital resources than we do. Notably, we have observed that\nvery few of them are developing all-in-one solutions that integrate both the battery and inverter, which along with electrical protections,\nsignificantly reduce assembly time and the complex technology knowledge required to assemble fully integrated, all-in-one solutions. Moreover,\nthere are even fewer competitors which are integrating sophisticated software platforms with their storage systems that allow for the\nuse of stored energy to be adapted to the specific needs of the customer, nor are they leveraging the advanced technological advantages\nafforded by AI and machine learning algorithms to optimize and automate energy use and management.\n\n \n\nThe following chart reflects\nwhat we believe to be key competitive differentiators for our proprietary energy storage solutions:\n\n \n\n \n\n*Sources: Internal; Based on publicly available\ninformation published on websites by listed companies as of December 2024.*\n\n \n\n**Competitive Strengths**\n\n \n\nOur competitive strengths\ninclude the following:\n\n \n\n \n●\n**Innovative Product Offerings**: we have pioneered *SUNBOX*, an all-in-one, scalable, modular solar energy storage system. This system is enhanced by our proprietary AI-powered app, *Turbo Energy App*, which optimizes solar energy management and provides users with real-time data and predictive analytics. The inclusion of electric vehicle (EV) charging capabilities in our patented *SUNBOX EV* solution positions us uniquely in the market. Moreover, our product line, including the *SUNBOX Home*, *SUNBOX Industry* and *SUNBOX Utility*, caters to a wide range of customer needs from residential to industrial and utility-scale applications. This versatility in product offerings allows us to address our target market segments in a highly efficient and effective manner.\n\n  \n\n \n●\n**Advanced Technology Integration**: the engagement of AI and machine learning technologies in our *Turbo Energy App* demonstrates our strong commitment to leveraging advanced technology for optimizing energy usage and providing valuable insights to users. This advanced technological capability is a significant competitive differentiator for us.\n\n \n\n \n●\n**Strategic Market Expansion:** We have a clear strategy for global market penetration and expansion, with particular focus on North America, Latin America and Europe. Our recently granted UL certifications in the United States signal our readiness to enter and effectively compete in the U.S. residential energy storage market with our differentiated *SUNBOX Home* solution, representing potentially significant long-term growth for our Company.\n\n \n\n44\n\n \n\n \n\n \n●\n**Strong R&D Focus**: Our dedication to research and development is evident in our continuous product innovation and enhancement. This focus ensures we remain at the forefront of delivering leading-edge solar energy storage technology, raising the bar for performance and excellence in the markets we serve.\n\n \n\n \n●\n**Strategic Partnerships**: We have established strong strategic business partnerships with numerous industry leaders in electrical utilities and renewable energy, helping to greatly expand and enhance our market reach, reputation and credibility.\n\n \n\n \n●\n**Experienced Leadership Team:** Our proven and experienced leadership team possesses deep expertise in solar energy storage technologies and AI-enabled software development, which is crucial for executing our strategic initiatives successfully.\n\n \n\nCollectively, these strengths\nunderpin and amplify Turbo Energy’s reputation as a trusted industry leader and respected technology innovator in the global solar\nenergy storage market.\n\n \n\n**Manufacturing and Supply**\n\n \n\nWe source batteries, inverters and certain related components primarily\nfrom suppliers located in China, although the supplier base may vary depending on the type, size and intended use of the product, including\nresidential, commercial and industrial, or utility-scale applications. In certain cases, the selection of suppliers may also depend on\nwhether a portion of the manufacturing process is required, or strategically preferable, to be carried out in Europe.\n\n \n\nWe currently work with two battery suppliers and two inverter suppliers.\nThis structure is intended to provide security and flexibility in our supply chain, while allowing us to maintain sufficient purchasing\nconcentration to negotiate competitive prices, favorable commercial terms and technical collaboration with our suppliers. We periodically\nreview and may change our supplier base as our product development team identifies more innovative solutions, improved technologies or\nproducts that are better aligned with the value proposition that Turbo Energy seeks to offer in its target markets.\n\n \n\nOur manufacturing and supply arrangements vary depending on the nature\nof the product, the expected purchase volume, the level of technical collaboration required, market-specific requirements and the strategic\nimportance of the relationship. Depending on these factors, we may enter into written agreements with suppliers containing specific terms,\nincluding, in certain cases, exclusivity arrangements for particular markets or products, special warranty conditions or other commercial\ncommitments. In other cases, where the volume, strategic relevance or risk profile does not justify a formal contract, we may operate\nunder purchase orders, email confirmations, framework commercial terms or other customary business arrangements.\n\n \n\n45\n\n \n\n \n\nThe main terms that we typically seek to define with our suppliers\ninclude pricing mechanisms, which may be affected by market prices and raw material costs; manufacturing and delivery lead times; technical\nspecifications; quality control procedures; warranty coverage and warranty response procedures; availability and supply of spare parts\nto facilitate maintenance and repairs; payment terms; and, where applicable, supplier participation in product customization, product\ncertification or adaptation to specific market requirements.\n\n  \n\nAlthough our supplier relationships may differ in formality and scope,\nwe seek to maintain alternative supply options whenever commercially and technically feasible. Our ability to qualify and switch suppliers,\nwhen necessary, helps us reduce dependence on any single supplier and mitigate the potential impact of delays, non-compliance, price increases\nor product obsolescence. At the same time, maintaining a limited number of qualified suppliers allows us to concentrate purchases, strengthen\nour negotiating position and develop closer technical cooperation with selected partners.\n\n \n\nProducts sourced from China, including batteries, inverters and other\ncomponents, are increasingly becoming standardized products in the market. These products generally offer good quality and competitive\npricing compared to similar products manufactured in other countries or regions. However, we believe that our competitive differentiation\ndoes not rely solely on the individual components that we purchase, but increasingly on our ability to integrate those components with\nother equipment, proprietary or customized software, system architecture, local technical support and market-specific solutions designed\nto address the particular needs of each customer.\n\n \n\nAs a result, an important part of our product development activity\nis focused on the customization, integration and improvement of externally sourced equipment. This allows us to adapt standard components\ninto differentiated solutions under the Turbo Energy brand, improve functionality, enhance user experience and provide solutions that\nare tailored to the requirements of residential, commercial and industrial, and utility-scale customers. This approach also provides us\nwith additional flexibility to change suppliers if a supplier does not meet our technical, commercial, quality or delivery requirements,\nor if we identify alternative suppliers offering better technology, pricing or terms.\n\n \n\nAll products sold by us are certified, validated or adapted, as applicable,\nin accordance with the regulatory, safety, grid connection and technical requirements of the countries and markets in which they are sold.\nThe certification process may vary depending on the product category, the applicable local regulations and the intended use of the product,\nincluding residential, commercial and industrial, or utility-scale applications. Where necessary, we work with suppliers, certification\nbodies and technical partners to adapt product specifications, documentation or testing procedures to meet the requirements of each target\nmarket.\n\n \n\nIn order to protect our intellectual property, know-how and product\ndifferentiation, the design, integration, software development and certain product adaptation activities are carried out in Spain. In\nthe case of SUNBOX, part of the assembly process is also carried out in Spain. Our software applications and digital tools, including\nthose that interface with end users, installers or energy management systems, are designed, programmed and continuously improved in Spain.\nWe believe that these software capabilities, together with our system integration know-how and customer-specific customization, are an\nincreasingly important element of our competitive position.\n\n \n\nThe logistical management of components and finished products is coordinated\nthrough logistics partners and warehouse facilities with the experience and capacity to support our current operations and future growth.\nThis model provides operational flexibility and may be replicated in other countries or regions as our international expansion progresses,\nallowing us to bring products closer to local customers, reduce delivery times, improve service levels and optimize logistics costs.\n\n \n\n**Seasonality**\n\n \n\nSeasonality does not materially\naffect our business or operating results. Due to our business diversification, we have not experienced significant seasonal fluctuations\nin market demands or sales.\n\n \n\n46\n\n \n\n** **\n\n**Customers**\n\n \n\nFor the year ended December\n31, 2025, there was one customer which comprised greater than 10% of the Company’s revenue, representing 49% of the Company’s\ntotal revenue. For the year ended December 31, 2024, there were two customers which comprised greater than 10% of the Company’s\ntotal revenue, representing 12% of the Company’s total revenue. For the year ended December 31, 2023, there were no customers which\ncomprised greater than 10% of the Company’s total revenue.\n\n \n\n**C. Organizational Structure**\n\n \n\nSee “*Corporate History\nand Structure-History and Development of the Company*” herein for details of our current organizational structure.\n\n \n\n**D. Property, Plants and Equipment**\n\n \n\n**Intellectual Property**\n\n \n\nTurbo Energy’s intellectual property strategy\nis focused on protecting the technologies, system architectures and know-how that support its intelligent energy storage and energy management\nplatform.\n\n \n\nThe Company’s competitive positioning increasingly\ndepends on its ability to develop differentiated integrated energy solutions combining battery storage infrastructure, proprietary software\nand AI-driven optimization capabilities tailored to evolving distributed energy markets.\n\n \n\nTurbo Energy relies on a combination of patents,\ntrademarks, confidentiality agreements, non-disclosure agreements and contractual protections in Spain and other jurisdictions to protect\nits intellectual property and proprietary rights. These protections apply to, among other areas:\n\n \n\n●intelligent energy management technologies;\n\n \n\n●system integration architectures;\n\n \n\n●software platforms and AI capabilities;\n\n \n\n●storage system designs; and\n\n \n\n●proprietary operational know-how.\n\n \n\nAs of the date of this report, Turbo Energy has been granted multiple\npatents by the Spanish Patent and Trademark Office (“SPTO”) and another patent issued by the United States Patent and Trademark\nOffice (USPTO) and maintains additional patent applications relating to innovations associated with its energy storage systems, intelligent\nenergy management technologies and integrated electrification solutions.\n\n \n\nThe Company has also expanded its intellectual\nproperty portfolio internationally, including patents associated with AI-driven optimization technologies for integrated solar generation,\nbattery storage and electric vehicle (“EV”) charging management systems in the United States market.\n\n \n\nTurbo Energy believes its internally developed\nsoftware architecture, optimization capabilities and AI-driven operational intelligence represent important differentiating components\nof its integrated energy platform. While certain hardware systems are developed in collaboration with manufacturing and technology partners,\nthe Company maintains control over core software development, system integration and intelligent energy management technologies.\n\n \n\n47\n\n \n\n \n\nThe Company intends to continue investing in research,\ndevelopment and intellectual property protection as part of its long-term strategy focused on intelligent energy infrastructure and software-driven\nenergy optimization solutions.\n\n \n\nAlthough Turbo Energy takes measures designed\nto protect its intellectual property and proprietary rights, there can be no assurance that such protections will be sufficient to prevent\nunauthorized use, copying, reverse engineering or other infringement of its technologies, software or proprietary information. In addition,\nthird parties may independently develop competing technologies or challenge the Company’s intellectual property rights.\n\n \n\nThe enforcement of intellectual property rights\nmay require litigation or other legal proceedings, which can be costly, time-consuming and uncertain in outcome.\n\n \n\n**Facilities**\n\n** **\n\nWe currently lease office\nspace in Valencia, Spain at Plaza América 2, 4 AB, Valencia, Spain, where our parent company, Umbrella Energy, is located.\n\n \n\nPreviously, we leased office space at Street Isabel la Católica,\n8, 46004, Valencia, Spain, pursuant to a two-year rental agreement dated June 1, 2022, which provided for a three-year renewal right.\nOn June 1, 2024, we renewed that contract for one additional year, expiring on June 1, 2025. On June 6, 2025, the lease agreement was\nassigned to another company within the group, and we relocated our corporate headquarters to Plaza América 2, 4 AB, Valencia, Spain.\n\n \n\nWe subcontract merchandise\nlogistics as well as productive assembly to different suppliers in order to avoid the need to own industrial spaces. This allows us to\nbe flexible in terms of growth, supplier diversification and expansion to other countries.\n\n \n\n**Government Regulation**\n\n \n\nThis section sets forth a\nsummary of the significant regulations or requirements in the jurisdictions where we conduct our material business operations, namely\nSpain and as a member of the European Union, as well as the regulations applicable to all European members. The primary Spanish laws and\nregulations, which do not purport to be complete, to which we are subject relate to intellectual property rights, data protection, competition\nor antitrust, information and electronic commerce and employment and labor. This section also sets forth a summary of regulatory requirements\nof electric products (inverters and batteries) for the relevant jurisdictions and a summary of the relevant laws, regulations and government\npolicies that are relevant to Turbo Energy.** **\n\n \n\n**Regulations on Intellectual Property Rights**\n\n \n\nFor the design of equipment\nfor the generation, management, and storage of photovoltaic energy Turbo Energy complies with the Spanish and European regulations on\nIntellectual Property Rights.\n\n \n\nIn Spain, these regulations\nare content in the Spanish Royal Legislative Decree 1/1996 of April 12, 1996, approving the revised text of the Intellectual Property\nLaw, regularizing, clarifying and harmonizing the legal provisions in force on the subject, the Spanish Royal Decree of July 24, 1889,\npublishing the Civil Code and the Spanish Act 24/2015, of July 24, of Patents.\n\n \n\nIn the European Union, the\nregulations are content in Regulation (EU) 2017/1001 of the European Parliament and of the Council of 14 June 2017 on the European Union\ntrademark and the Directive (EU) 2015/2436 of the European Parliament and of the Council of 16 December 2015 to approximate the laws of\nthe Member States relating to trademarks.\n\n \n\nThe regulatory bodies in\nthis field are the Spanish Patent and Trademark Office and the European Union Intellectual Property Office.\n\n \n\n**Regulations on Data Protection**\n\n \n\nOn April, 27, 2016 the European\nParliament and the Council issued the Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal\ndata and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), consequently, the Spanish\nAct 3/2018, of December 5, on Personal Data Protection and guarantee of digital rights was issued.\n\n \n\n48\n\n \n\n \n\nBy virtue of the abovementioned\nregulations, we shall adapt all our procedures and products which involves processing of personal data.\n\n \n\nThe main regulatory body\nin this field is the Spanish Agency of Data Protection.\n\n \n\n**Regulations on Competition or Antitrust\nLaws**\n\n \n\nThe Spanish National Markets\nand Competition Commission (CNMC) is the body that promotes and ensures the proper operation of all markets in the interest of consumers\nand corporations. To operate in the Spanish market we shall compliance with Spanish Act 15/2007, of July 3, 2007, on Antitrust, Spanish\nAct 3/1991, of January 10, 1991, on Unfair Competition, Spanish Act 1/2019, of February 20, 2019, on Business Secrets and the European\nregulations on Restrictive Practices and Dominant Positions (Commission Regulation (Eu) 2022/720, May 10, 2022) and regulation on the\ncontrol of concentrations between undertakings (Council Regulation (Eec) No 4064/89, December, 21, 1989).\n\n \n\n**Regulations on Information Society Services\nand Electronic Commerce**\n\n \n\nThe digital activity, website\nand social media, of Turbo Energy complies with the requirements of the Spanish Act 34/2002, of July 11, 2002, on information society\nservices and electronic commerce.\n\n \n\n**Regulations on Labor and Employment**\n\n \n\nThe Royal Legislative Decree\n2/2015, of October 23, 2015, approving the revised text of the Workers’ Statute Law, generally extends to all employees.\n\n \n\n**Summary of Regulations of the Products**\n\n \n\n**SUNBOX**\n\n \n\n*SUNBOX SERIES 5.0*,\n*SUNBOX SERIES 10.0* and *SUNBOX Industry* solar energy storage systems are designed and tested in accordance with the standards\nestablished in the Electromagnetic Compatibility Directive (EMC) and the Low Voltage Directive of the Council of the European Union and\ncomply with the limit values required in these directives, as well as in the Royal Decrees.\n\n \n\n \n●\nDirective 2014/30/EU.\n\n \n\n \n○\nEC 61000-6-1:2016, IEC 61000-6-3-3:2006+AMD1:2010, IEC 61000-3-11:2017, IEC 61000-3-12:2011.\n\n \n\n \n●\nDirective 2014/3S/EU.\n\n \n\n \n○\nEN 62109-1:2010\n\n \n\n \n○\nEN 62109-2:2011\n\n \n\n \n●\nRoyal Decree 1699 of 2011\n\n \n\n \n○\nUNE 206006 IN:2011\n\n \n\n \n○\nUNE 206007-1 IN:2013\n\n \n\n*UNBOX SERIES 5.0*, *SUNBOX\nSERIES 10.0* and *SUNBOX Industry* solar energy storage systems are designed and tested in accordance with the\nstandards established in the Electromagnetic Compatibility Directive (EMC) and the Low Voltage Directive of the Council of the European\nUnion and comply with the limit values required in these directives, as well as in the Royal Decrees. \n\n \n\n*SUNBOX Split Phase\nSeries 10.0* solar energy storage system is designed and tested in accordance with the standards established in UL\nand U.S. regulations. Those standards include UL 1741, UL 1699, UL 1998, FCC, UL 9540A, UL1973 UL 9540 and UL\n5500. \n\n \n\nThe batteries included in\nour *SUNBOX* systems have been manufactured in compliance with the requirements of Electromagnetic Compatibility CE-EMC EM 61000-6-3\nand EM 61000-6-1, the International Safety Standard IEC 62619 CD and Safe Transport UN 38.3.\n\n \n\nOur *SUNBOX* systems\nbear the CE marking in compliance with the requirements for the safety of persons and goods required by the aforementioned Community Directives.\nThey have protection against island operation, complying with the UNE EN 50438, IEC 62116 and UNE 206006:2011 IN standards.\n\n \n\n49\n\n \n\n \n\n**Batteries**\n\n \n\nRechargeable Lithium-Ion\nBattery (Turbo Energy) Models TEST 2200, Lithium series 2.4 kWh, and Lithium series 5.1 kWh have been manufactured meeting the requirements\nof:\n\n \n\n \n●\nCE-EMC EM 61000-6-3 and EM 61000-6-1 electromagnetic compatibility\n\n \n \n \n\n \n●\nInternational safety standard IEC 62619 CD\n\n \n \n \n\n \n●\nSafety transportation UN 38.3\n\n  \n\n**Inverters**\n\n \n\nHYBRID INVERTER SERIES HIS5000,\nTHREE PHASE HYBRID INVERTER SERIES 48V 10.0 and MICROINVERTER SERIES (MIS1600) are designed and tested in accordance with the standards\nestablished in the Electromagnetic Compatibility Directive (EMC) and the Low Voltage Directive of the Council of the European Union and\ncomply with the limit values required in these directives, as well as in the Royal Decrees.\n\n \n\n \n●\nDirective 2014/30/EU.\n\n \n\n \n○\nEC 61000-6-1:2016, IEC 61000-6-3-3:2006+AMD1:2010, IEC 61000-3-11:2017, IEC 61000-3-12:2011.\n\n \n\n \n●\nDirective 2014/3S/EU.\n\n \n\n \n○\nEN 62109-1:2010\n\n \n\n \n○\nEN 62109-2:2011\n\n \n\n \n●\nRoyal Decree 1699 of 2011\n\n \n\n \n○\nUNE 206006 IN:2011\n\n \n\n \n○\nUNE 206007-1 IN:2013\n\n \n\nOur inverters bear the CE\nmarking in compliance with the requirements for the safety of persons and goods required by the aforementioned Community Directives, and\nthey have protection against island operation, complying with the UNE EN 50438, IEC 62116 and UNE 206006:2011 IN standards."}