EX-99.3 4 ea028397301ex99-3.htm SUMMARY OF THE FINANCIAL STATEMENTS OF ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD. AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2025

Exhibit 99.3

Summary of the Financial Statements of Ellomay Luzon Energy Infrastructures Ltd. for December 31, 2025¹

Ellomay Luzon Energy Infrastructures Ltd.

Statements of Financial Position

	2025		2024
	NIS in thousands

Assets
Current assets:
Cash and cash equivalents		88		1,962
Short-term investments		21,240		-
Trade and other receivables		279		426
		21,607		2,388
Non-current assets:
Investment in equity accounted investee		813,525		312,190
		835,132		314,578

Liabilities and Equity

Current liabilities:
Trade, related parties and other payables		6,979		1,125
Loans and current maturities from banks		58,122		-
		65,101		1,125

Non-current liabilities:
Loans from banks		320,940		-
		386,041		1,125

Equity:
Share capital		*		*
Capital notes		46,933		46,933
Share premium		105,116		105,116
Accumulated profit		297,042		161,404
		449,091		313,453
		835,132		314,578

Represents an amount less than NIS 1 thousand

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.

Statements of Comprehensive Income

	For the year ended December 31,
	2025			2024			2023
	NIS in thousands

Other income, net		-			10,451			-
Gain on bargain purchase		112,842			-			-
General and administrative expenses		(1,040	)		(2,089	)		(983	)
Share of profits of equity accounted investee		37,910			83,959			38,772
Financing expenses		(14,074	)		(530	)		(2,458	)
Total comprehensive income for the year		135,638			91,791			35,331

Ellomay Luzon Energy Infrastructures Ltd.

Statements of Changes in Equity

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

Balance as at January 1, 2023		*		105,116		46,933		67,149			219,198
Dividend		-		-		-		(3,000	)		(3,000	)
Total comprehensive income for the year		-		-		-		35,331			35,331
Balance as at December 31, 2023		*		105,116		46,933		99,480			251,529
Dividend		-		-		-		(29,867	)		(29,867	)
Total comprehensive income for the year		-		-		-		91,791			91,791
Balance as at December 31, 2024		*		105,116		46,933		161,404			313,453
Total comprehensive income for the year		-		-		-		135,638			135,638
Balance as at December 31, 2025		*		105,116		46,933		297,042			449,091

Represents an amount less than NIS 1 thousand

Ellomay Luzon Energy Infrastructures Ltd.

Statements of Cash Flows

	Year ended December 31,
	2025			2024			2023
	NIS in thousands

Cash flows from operating activities -
Net profit for the year		135,638			91,791			35,331

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	)		-			-
Financing expenses		14,074			530			2,458
Company’s share of profits of equity accounted investee		(37,910	)		(83,959	)		(38,772	)
		(136,678	)		(83,429	)		(36,314	)
Changes in the assets and liabilities of the company:
Decrease (increase) in trade and other receivables		(2,798	)		204			(1,542	)
Increase (decrease) in trade, related parties and other payables		5,498			(255	)		1,161
		2,700			(51	)		(381	)

Cash paid during the period for:
Interest paid		(10,914	)		-			(12,664	)
Interest received		141			-			-
		(10,773	)		-			(12,664	)
Net cash provided by (used in) operating activities		(9,113	)		8,311			(14,028	)

Cash flows from investing activities -
Purchase of shares of equity accounted investee		(418,083	)		-			-
Deposit in escrow in connection with purchase of shares		(6,330	)		-			-
Receipt from escrow in connection with purchase of shares		6,330			-			-
Dividend from equity accounted investee		67,500			23,438			26,250
Deposit in bank deposit		(21,240	)		-			-
Net cash provided by (used in) investing activities		(371,823	)		23,438			26,250

Cash flows from financing activities -
Receipt of long-term loan from bank		350,000			-			-
Repayment of long-term loan from bank		(10,938	)		-			-
Receipt of short-term loan from bank, net		40,000			-			-
Repayment of loans to shareholders		-			-			(10,292	)
Dividend paid		-			(29,867	)		(3,000	)
Receipt of loans from shareholders		-			-			996
Net cash provided by (used in) financing activities		379,062			(29,867	)		(12,296	)

Increase (decrease) in cash and cash equivalents		(1,874	)		1,882			(74	)
Cash and cash equivalents at the beginning of the period		1,962			80			154
Cash and cash equivalents at the end of the period		88			1,962			80

The financial statements of Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”) as of and for the year ended December 31, 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 year ended December 31, 2025, as “gain on bargain purchase.”