TO THE DUTY PRIMARY COMMERCIAL COURT

PLAINTIFF REQUESTING
BANKRUPTCY : Nova Makine Sanayi ve Ticaret A.Ş. (MERSİS: 0XXXXXXXXXXXXXXX)
Headquarters: İkitelli OSB Mah. Sanayi Cad. No: 100 Başakşehir / İstanbul
Representative: Chairman of the Board Mert ARI

REPRESENTATIVE : Attorney Yağmur YUMLU (Bar Association Registration No: 67894)
Address: …

DEFENDANT : Unopposed

SUBJECT OF THE CASE : The request is for a direct bankruptcy decision due to insolvency and insolvency , within the framework of Articles 177/3 and 178 of the Bankruptcy Law, and also Articles 376 of the Turkish Commercial Code and Article 179 of the Bankruptcy Law for capital companies.

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EXPLANATIONS:

1. Company's Field of Activity and Recent Financial Outlook: The client company manufactures gearboxes and transmission components for heavy construction machinery and has been operating continuously since 2011. Over the past two years, fluctuations in exchange rates, price increases from the main supplier, and the bankruptcy filing of its largest customer, Delta İnşaat A.Ş., have permanently disrupted the client's cash flow . According to the independent audit report dated 31.12.2024 , equity is -TRY 62,450,000; even adjusting the inventory on the balance sheet at fair market values ​​does not eliminate the insolvency. Equity remains negative for the 2025/2 Provisional Tax period
   
   
2. Documents Proving Insolvency: The seizure records issued in Istanbul Enforcement Offices under case numbers 2025/... E., 2024/... E., and 2023/... E. , initiated against the company, contain a note stating "no assets subject to seizure ." Some files contain temporary insolvency certificates , while others contain records of insolvency recorded in the seizure warrants . Letters received from banks confirm that loans have been cancelled, accounts blocked , and the checking account closed . Social Security Institution (SGK) and Tax Office debts are outside the scope of the restructuring plan , and it is established through creditor correspondence and notices that payments have been continuously suspended
   
3. The Board of Directors, pursuant to Article 376/1-2 of the Turkish Commercial Code (TTK), determined that capital loss and insolvency were imminent; and with a decision dated March 15, 2025, prepared an improvement plan including measures such as a capital replenishment commitment , asset sale , short-time work/capacity reduction , and the transfer of receivables to factoring . However, the sale of strategic machinery within the scope of the plan was deemed impractical as it would completely halt production ; negotiations with potential investors were unsuccessful. At the General Assembly held on June 1, 2025 , it was unanimously decided to file for bankruptcy , as it was assessed that the company's continued operations would further harm the interests of creditors
   
4. Legal Classification – “Insolvency” and “Insolvency”

• Insolvency refers to the state of a debtor's inability to pay their due debts . In the practice of the Supreme Court of Appeals, a definitive certificate of insolvency is not mandatory ; seizure records, bank statements, protested promissory notes, enforcement file transactions, and financial statements are considered sufficient to prove insolvency .
• Insolvency is the situation where the total assets on the balance sheet are insufficient to cover the liabilities. Within the framework of Article 376 of the Turkish Commercial Code and Article 179 of the Turkish Bankruptcy Law, in cases of insolvency of capital companies, requesting bankruptcy stands out as a protective tool aimed at ensuring the equal satisfaction of creditors
• The established rulings of the Supreme Court of Appeals state that a debtor's request for self-declaration of bankruptcy cannot be interpreted as bad faith ; on the contrary, it is considered transparent and honest behavior in the interest of creditors ; and that direct bankruptcy is appropriate in cases where " the state of insolvency has become permanent " and " the activities continue, increasing the debt . "
• Similarly, while balance sheet losses alone are not considered absolutely sufficient grounds for bankruptcy in case law , the presence of negative equity, inability to file for debt collection, and payment suspension simultaneously is accepted as constituting insolvency and debt collapse

5. Jurisdiction and Competence:
   Bankruptcy cases of the Commercial Court of First Instance . Jurisdiction to the court located where the debtor's headquarters are situated (Articles 154, 154/a of the Bankruptcy Law; Article 5/1 of the Turkish Commercial Code). Your Court has jurisdiction and competence.
6. Creditor Protection and Liquidation Process : The client requests an expedited bankruptcy decision to safeguard movable and immovable assets , deliver commercial books and records to the bankruptcy administration , and prevent rapid devaluation of assets . It goes without saying that after this stage , the Bankruptcy Administration will liquidate the assets and satisfy creditors according to the order of priority, in accordance with the provisions of the Turkish Commercial Code and the Bankruptcy Law
   

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EVIDENCE:

• Balance sheet, income statement, trial balance , and cash flow statements as of 31.12.2024 and 30.06.2025.
• Independent audit report and certified public accountant compliance report.
• Board of Directors and General Assembly decisions (Turkish Commercial Code Article 376 processes)
• Execution files, seizure records, insolvency records, protest annotations
• Bank letters, credit notices, account statements
• Tax Office and Social Security Institution debt statements
• Trade Registry records
• Creditor list and asset inventory
• Expert examination and all other legal evidence, if necessary

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LEGAL GROUNDS:

Turkish Commercial Code Articles 177 (especially paragraph 3 – insolvency), 178, 179, 154; Turkish Commercial Code Articles 376, 5; Turkish Code of Civil Procedure Article 119 and other relevant legislation.
(The Supreme Court's established jurisprudence regarding the determination of insolvency and debt, the joint evaluation of balance sheets and enforcement documents, and the nature of the debtor's own bankruptcy petition in favor of the creditor.)

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REQUEST RESULT:

For the reasons stated and to be considered ex officio;

1. Considering that the client , Nova Makine Sanayi ve Ticaret A.Ş., is proven to be insolvent and indebted , it is decided to declare it bankrupt directly in accordance with Articles 177/3 and 178 of the Bankruptcy Law, Article 376 of the Turkish Commercial Code, and Article 179 of the Bankruptcy Law
2. Upon the commencement of bankruptcy proceedings, the necessary memoranda and letters shall be written for the bankruptcy administration to carry out the liquidation procedures and for the immediate safekeeping and delivery of commercial books, records, and goods.
3. The court costs and attorney fees shall be borne by the bankruptcy estate.

We respectfully request and demand, on behalf of our client, that a decision be made.
…/…/2025

Attorney for the Debtor Requesting Bankruptcy
: ...
Signature

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ADDITIONAL:

1. Financial statements (balance sheet, income statement, cash flow statement) as of 31.12.2024 and 30.06.2025
2. Independent audit report / Certified Public Accountant report
3. Examples of Board of Directors and General Assembly decisions (Turkish Commercial Code Article 376 processes)
4. List of enforcement files and seizure records
5. Bank letters, protests and warnings
6. Examples of Trade Registry Gazettes
7. Tax and Social Security debt statements
8. Creditor list and asset inventory