Quarterly Report • May 6, 2025
Quarterly Report
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CONVENIENCE TRANSLATION INTO ENGLISH OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 31 MARCH 2025
(ORIGINALLY ISSUED IN TURKISH)
| INDEX | PAGE |
|---|---|
| CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 1-2 |
| CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
3 |
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY | 4 |
| CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | 5-6 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 7-48 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| ASSETS | Notes | (Unaudited current period) 31 March 2025 |
(Audited prior period) 31 December 2024 |
|---|---|---|---|
| Current Assets | 4,655,597 | 5,468,840 | |
| Cash and cash equivalents | 22 | 2,902,095 | 3,947,908 |
| Financial investments | 44,271 | 49,488 | |
| Trade receivables | 633,859 | 726,323 | |
| - Trade receivables from related parties | 5-6 | 149,821 | 195,071 |
| - Trade receivables from third parties | 6 | 484,038 | 531,252 |
| Other receivables | 7,218 | 3,145 | |
| - Other receivables from related parties | 5 | 40 | 50 |
| -Other receivables from third parties | 7,178 | 3,095 | |
| Inventories | 7 | 7,214 | 2,022 |
| Prepaid expenses | 653,720 | 519,503 | |
| - Prepaid expenses to related parties | 5 | 520,595 | 399,363 |
| - Prepaid expenses to third parties | 133,125 | 120,140 | |
| Other current assets | 407,220 | 220,451 | |
| Non-Current Assets | 130,751,154 | 129,873,517 | |
| Other receivables | 2,021 | 2,078 | |
| - Other receivables from third parties | 2,021 | 2,078 | |
| Investments accounted through equity method | 3 | 17,908,657 | 17,866,544 |
| Inventories | 7 | 3,306,757 | 3,096,620 |
| Investment properties | 8 | 108,360,733 | 108,211,170 |
| Property, plant and equipment | 244,141 | 158,937 | |
| Right of use assets | 279,630 | 281,015 | |
| Intangible assets | 1,836 | 1,730 | |
| - Other intangible assets | 1,836 | 1,730 | |
| Prepaid expenses | 7,759 | 8,228 | |
| Deferred tax assets | 16 | 627,491 | 233,717 |
| Other non-current assets | 12,129 | 13,478 | |
| TOTAL ASSETS | 135,406,751 | 135,342,357 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| LIABILITIES | Notes | (Unaudited current period) 31 March 2025 |
(Audited prior period) 31 December 2024 |
|---|---|---|---|
| Current Liabilities | 5,361,727 | 6,586,618 | |
| Short-term financial debts | 19 | 203,510 | 210,617 |
| Short-term portion of long term financial debts | 19 | 2,393,665 | 3,698,299 |
| Trade payables | 940,060 | 1,130,397 | |
| - Trade payables to related parties | 5-6 | 645,634 | 633,096 |
| - Trade payables to third parties | 6 | 294,426 | 497,301 |
| Payables related to employee benefits | 14,331 | 15,332 | |
| Other payables | 1,054,695 | 1,055,872 | |
| - Other payables to related parties | 5 | 827,125 | 796,753 |
| - Other payables to third parties | 227,570 | 259,119 | |
| Derivative instruments | 18 | 128,994 | 127,995 |
| Deferred revenue | 73,476 | 61,850 | |
| Current tax liabilities | 16 | 507,175 | 242,748 |
| Short term provisions | 45,821 | 43,508 | |
| - Short-term provision for employee benefits | 26,752 | 22,237 | |
| -Other short-term provisions | 19,069 | 21,271 | |
| Non-Current Liabilities | 31,009,326 | 30,179,343 | |
| Long term borrowings | 19 | 15,789,069 | 16,246,738 |
| Other payables | 2,476,656 | 2,430,634 | |
| - Other payables to related parties | 5 | 2,442,145 | 2,399,987 |
| - Other payables to third parties | 34,511 | 30,647 | |
| Deferred revenue | 1,792 | 1,238 | |
| Long term provisions | 157,192 | 129,076 | |
| - Long term provision for employee benefits | 157,192 | 129,076 | |
| Deferred tax liabilities | 16 | 12,584,617 | 11,371,657 |
| TOTAL LIABILITIES | 36,371,053 | 36,765,961 | |
| SHAREHOLDERS' EQUITY | |||
| Equity attributable to the parent | 99,035,698 | 98,576,396 | |
| Share capital | 10 | 331,000 | 331,000 |
| Adjustment to share capital | 10 | 4,853,329 | 4,853,329 |
| Other comprehensive income not to be | |||
| reclassified to profit or loss | (22,437) | (22,437) | |
| -Loss on remeasurement of defined benefit obligations | (22,437) | (22,437) | |
| Share premium | 10 | 13,800,105 | 13,800,105 |
| Restricted profit reserve | 10 | 716,403 | 716,403 |
| Retained earnings | 78,897,996 | 73,740,399 | |
| Net profit for the period | 459,302 | 5,157,597 | |
| Total equity | 99,035,698 | 98,576,396 | |
| TOTAL EQUITY AND LIABILITIES | 135,406,751 | 135,342,357 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| (Unaudited current |
(Unaudited | ||
|---|---|---|---|
| period) | prior period) |
||
| 1 January - | 1 January - | ||
| 31 March | 31 March | ||
| PROFIT OR LOSS | Notes | 2025 | 2024 |
| Revenue | 11 | 2,317,529 | 2,066,604 |
| Cost of sales (-) | 11 | (701,544) | (589,401) |
| Gross profit | 1,615,985 | 1,477,203 | |
| Marketing expenses (-) | 12 | (16,465) | (21,686) |
| General administrative expenses (-) | 12 | (80,873) | (57,160) |
| Other operating income | 14 | 608,024 | 4,207,228 |
| Other operating expense (-) | 14 | (58,318) | (239,615) |
| OPERATING PROFIT | 2,068,353 | 5,365,970 | |
| Income from investing activities | 1,073 | 754 | |
| Share of profit of investments accounted | |||
| for using the equity method | 3 | 42,116 | 550,107 |
| OPERATING PROFIT BEFORE FINANCIAL INCOME |
2,111,542 | 5,916,831 | |
| Financial income | 15 | 9,949 | 196,574 |
| Financial expenses (-) | 15 | (2,618,899) | (3,203,771) |
| Monetary gain | 23 | 2,077,737 | 4,433,915 |
| NET INCOME BEFORE TAX FROM | |||
| CONTINUING OPERATIONS | 1,580,329 | 7,343,549 | |
| Tax expense from continuing operations | (1,121,027) | (2,871,178) | |
| Current tax expense | 16 | (296,825) | (78,362) |
| Deferred tax expense | 16 | (824,202) | (2,792,816) |
| PROFIT FOR THE PERIOD | 459,302 | 4,472,371 | |
| Earnings per share | 17 | 1.39 | 14.73 |
| OTHER COMPREHENSIVE INCOME | - | - | |
| Other comprehensive income | - | - | |
| TOTAL COMPREHENSIVE INCOME | 459,302 | 4,472,371 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Share capital |
Adjustment to share capital (*) |
Share premium (**) |
Loss on remeasurement of defined benefit obligations |
Restricted profit reserve (**) |
Retained earnings |
Net profit for the period |
Total | |
|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2024 | 303,717 | 4,845,636 | 8,906,475 | (14,505) | 716,373 | 44,683,490 | 29,062,001 | 88,503,187 |
| Net income for the period | - | - | - | - | - | - | 4,472,371 | 4,472,371 |
| Total comprehensive income | - | - | - | - | - | - | 4,472,371 | 4,472,371 |
| Transfer | - | - | - | - | - | 29,062,001 | (29,062,001) | - |
| Balance at 31 March 2024 | 303,717 | 4,845,636 | 8,906,475 | (14,505) | 716,373 | 73,745,491 | 4,472,371 | 92,975,558 |
| Balance at 1 January 2025 | 331,000 | 4,853,329 | 13,800,105 | (22,437) | 716,403 | 73,740,399 | 5,157,597 | 98,576,396 |
| Net income for the period | - | - | - | - | - | - | 459,302 | 459,302 |
| Total comprehensive income | - | - | - | - | - | - | 459,302 | 459,302 |
| Transfer | - | - | - | - | - | 5,157,597 | (5,157,597) | - |
| Balance at 31 March 2025 | 331,000 | 4,853,329 | 13,800,105 | (22,437) | 716,403 | 78,897,996 | 459,302 | 99,035,698 |
Other comprehensive income not to be reclassified to profit or loss
(*)Share capital is adjusted in accordance with inflation accounting to the purchasing power of March 31, 2025. The inflation effect is recognized in the adjustment to share capital account. As of 31 March 2025, the effect of inflation accounting on share capital is TRY 4,853,329 thousand.
(**) Share premium and restricted reserves have been adjusted to the purchasing power as of March 31, 2025 in accordance with inflation accounting. The effect of inflation on these items is TRY 13,169,261 thousand and TRY 651,538 thousand, respectively.
As stated in the Capital Markets Board's bulletin numbered 2024/14 published on March 7, 2024, the index difference between the amounts of share premiums and restricted reserves adjusted to the purchasing power of 31 March 2025 using the Domestic Producer Price Index (D-PPI) in the statutory records and the amounts adjusted to the purchasing power of 31 March 2025 using the Consumer Price Index is reflected in retained earnings. The effect of the related indexations and changes are disclosed in Note 10.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| (Unaudited | (Unaudited | |||
|---|---|---|---|---|
| current | prior | |||
| period) | period) | |||
| 1 January - | 1 January - | |||
| 31 March | 31 March | |||
| Notes | 2025 | 2024 | ||
| A. Cash flows from operating activities | ||||
| Profit for the Period | 459,302 | 4,472,371 | ||
| Adjustments to reconcile net profit | ||||
| Adjustments related to depreciation and amortization expenses | 13 | 4,308 | 3,317 | |
| Provision for doubtful receivables | 6 | 33,124 | 19,500 | |
| Adjustments related to provisions | 62,983 | 55,011 | ||
| Provision for employee termination benefits | 65,185 | 56,530 | ||
| Reversal for lawsuits | (2,202) | (1,519) | ||
| Adjustments related to interest income | 14 | (145,038) | (64,367) | |
| Adjustments related to interest expenses | 15 | 502,713 | 1,112,575 | |
| Adjustments related to foreign currency losses | 2,102,020 | 1,971,536 | ||
| Adjustments related to fair value gains | 4,008 | (3,267,319) | ||
| Changes in the fair value of investment properties | 8 | - | (3,185,774) | |
| Changes in the fair value of derivative instruments | 4,008 | (81,545) | ||
| Adjustments related to Group's share on net assets of invesments in | ||||
| accounted for using the equity method | 3 | (42,116) | (550,126) | |
| Adjustments related to tax expense | 16 | 1,121,027 | 2,871,178 | |
| Changes in net working capital | 4,102,331 | 6,623,676 | ||
| Adjustments for (increase)/ decrease in trade receivables | 59,340 | (19,602) | ||
| Adjustments for (increase)/ decrease in other receivables | (4,016) | 377 | ||
| Adjustments for increase in inventories | (620,640) | (346,740) | ||
| Adjustments for (increase)/ decrease in prepaid expenses | (133,748) | 35,892 | ||
| Adjustments for decrease in trade payables | (190,337) | (228,985) | ||
| Adjustments for (decrease)/ increase in other payables | 38,619 | (346,747) | ||
| Adjustments for increase/ (decrease) in deferred revenue | 12,180 | (234,104) | ||
| Cash flows from operating activities | 3,263,729 | 5,483,767 | ||
| Employee benefits paid | (17,598) | (2,640) | ||
| Taxes paid | (9,708) | (25,774) | ||
| Other provisions paid | (321) | - | ||
| Net cash provided by operating activites | 3,236,102 | 5,455,353 | ||
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| (Unaudited current period) 1 January - 31 March 2025 |
(Unaudited prior period) 1 January - 31 March 2024 |
||
|---|---|---|---|
| B. Cash flows from investing activites | |||
| Cash inflows from the sales of tangible and intangible assets | 3,508 | - | |
| Cash inflows from the sales of tangible assets Cash outflows from the purchase of tangible |
3,508 | - | |
| and intangible assets | (6,855) | (1,059) | |
| Cash outflows from the purchase of tangible assets | (6,314) | (573) | |
| Cash outflows from the purchase of intangible assets | (541) | (486) | |
| Cash inflows from sales of investment properties | 32,228 | 190,709 | |
| Cash inflows from sales of financial asset | 1,048 | 65,545 | |
| Interest received | 145,038 | 64,368 | |
| Net cash flow from investing activities | 174,967 | 319,563 | |
| C. Cash flows from financing activities | |||
| Proceeds from borrowings | 19 | 240,698 | 278,642 |
| Repayment of borrowings | 19 | (2,113,642) | (1,554,281) |
| Change in non-trade payables to related parties | 5,340 | (173,432) | |
| Change in non-trade receivables from related parties | 6 | (5,369) | |
| Cash inflows from derivative instruments | - | 330,208 | |
| Cash outflows from derivative instruments | (65,299) | (189,575) | |
| Interest paid | (302,884) | (1,135,541) | |
| Other cash outflow | (619) | (1,311) | |
| Net cash provided by financing activities | (2,236,400) | (2,450,659) | |
| D. Effect of inflation on cash and cash equivalents | (2,220,482) | (2,406,040) | |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | (1,045,813) | 918,217 | |
| E. Cash and cash equivalents at the beginning of the year | 22 | 3,947,908 | 2,058,218 |
| Cash and cash equivalents at the end of the year (A+B+C+D+E) | 22 | 2,902,095 | 2,976,435 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
Rönesans Gayrimenkul Yatırım Anonim Şirketi ("the Company") was founded on 2 June 2006 in Ankara/Turkey. The registered address of the Company is Aziziye Mahallesi Portakal Çiçeği Sok. No: 33 Yukarı Ayrancı Çankaya/Ankara, Turkey. The ultimate controlling party and the major shareholder of the Company is Rönesans Varlık ve Proje Yatırımları A.Ş. ("Rönesans Varlık ve Proje Yatırımları"). Ultimate parent of the Company is Rönesans Holding A.Ş.
The ultimate controlling party and the major shareholder of Rönesans Holding A.Ş. is Erman Ilıcak with a shareholder 90,01%. The remaining outstanding shares in Rönesans Holding A.Ş. are held by other members of Ilıcak Family and International Finance Corporation (''IFC''). From hereinafter Erman Ilıcak and other members of Ilıcak Family will be referred to as ''Ilıcak Family''. The details of the Company's shareholders are disclosed in Note 10. As at 12 January 2024, trade name of Rönesans Emlak Geliştirme Holding A.Ş. was changed as Rönesans Varlık ve Proje Yatırımları A.Ş.
The principal activities of the Company and its subsidiaries ("the Group") consist of developing and management of shopping malls, office buildings and other commercial real estate projects.
As of 9 December 2014, Euro Efes S.a.r.l acquired 9,8% shares of Rönesans Gayrimenkul by capital increase for a total consideration for TRY 3,916,143. Amounting to TRY 310,659 has been classified as nominal capital increase and the remaining amounting to TRY 3,605,484 has been classified as share premium.
As of 25 February 2015, Euro Efes S.a.r.l has become a shareholder of Rönesans Gayrimenkul by paying TL 5,759,011 for 11,6% of its shares through capital increase. TL 457,637 of the consideration paid is recognised as nominal capital increase and TL 5,301,374 is recognised as share premium.(Note 10). As a result of this transaction, the ownership interest of Euro Efes S.a.r. l increased from 9,8% to 21,4%.
As of 13 July 2023, Euro Efes S.a.r.l. has transferred all its rights and shares to Euro Cube Private Limited and the ultimate shareholder has not changed.
As at 31 March 2025, the Group has 338 employees (31 December 2024: 318).
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The subsidiaries of the Group, place of incorporation, the nature of business together with geographical segments are as follows:
| Place of incorporation and |
||||
|---|---|---|---|---|
| Registered name of subsidiary | Short name | operation | Nature of business | Activity Area |
| Akaretler Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. | Akaretler | Turkey, Ankara | Real Estate Development | Land |
| Altunizade Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. | Altunizade | Turkey, Ankara | Real Estate Development | SHC |
| Ayazağa Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. | Ayazağa | Turkey, Ankara | Real Estate Development | Land |
| Bakırköy Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. | Bakırköy | Turkey, Ankara | Real Estate Development | Office&SHC |
| Bahariye Gayrimenkul Yatırım İnş. Turizm San. ve Tic. A.Ş. | Bahariye | Turkey, Ankara | Real Estate Development | Office |
| Bostancı Gayrimenkul Yatırım İnşaat Turizm Eğitim San. ve Tic. A.Ş. | Bostancı | Turkey, Ankara | Real Estate Development | Office&School |
| Cevizli Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. | Cevizli | Turkey, Ankara | Real Estate Development | Land |
| Göksu Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. | Göksu | Turkey, Ankara | Real Estate Development | SHC |
| Kabataş Gayrimenkul Yatırım İnş. Turizm San. ve Tic. A.Ş. | Kabataş | Turkey, Ankara | Real Estate Development | Land |
| Kozyatağı Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş | Kozyatağı | Turkey, Ankara | Real Estate Development | SHC |
| Mel2 Gayrimenkul Geliştirme Yatırım İnş. ve Tic. A.Ş | Mel2 | Turkey, Ankara | Real Estate Development | Hotel&SHC |
| Mel3 Gayrimenkul Geliştirme Yatırım İnş. ve Tic. A.Ş | Mel3 | Turkey, Ankara | Real Estate Development | SHC |
| Mel4 Gayrimenkul Geliştirme Yatırım İnş. ve Tic. A.Ş | Mel4 | Turkey, Ankara | Real Estate Development | SHC |
| Rönesans Yönetim A.Ş. | ROY | Turkey, Ankara | Asset management | Management |
| Salacak Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. | Salacak | Turkey, Ankara | Real Estate Development | Office&SHC |
| Selimiye Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. | Selimiye | Turkey, Ankara | Real Estate Development | Land |
| Tarabya Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. | Tarabya | Turkey, Ankara | Real Estate Development | Office&SHC |
| Salacak Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş.- | Salacak | |||
| Rönesans Gayrimenkul Yatırım A.Ş İş Ortaklığı | RGY | Turkey, Ankara | Real Estate Development | Land |
| Kabataş Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş.- | Kabataş | |||
| Rönesans Gayrimenkul Yatırım A.Ş Adi Ortaklığı | RGY | Turkey, Ankara | Real Estate Development | Land |
| Yakacık Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. | Yakacık | Turkey, Ankara | Real Estate Development | Land |
The Company's joint ventures, center, main business activities and geographic segments is as follows:
| Nature of Activity business Area |
|
|---|---|
| Development | |
| Real Estate | |
| Development SHC |
|
| Real Estate SHC Development SHC Real Estate Development Land Real Estate |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The interim consolidated financial statements have been prepared in accordance with the provisions of the Capital Markets Board's Communiqué Series II, No. 14.1 "Principles of Financial Reporting in the Capital Markets" ("Communiqué") published in the Official Gazette dated 13 June 2013 and numbered 28676. Pursuant to Article 5, the Turkish Financial Reporting Standards, which were put into effect by the Public Oversight, Accounting and Auditing Standards Authority, and their annexes and comments are taken as basis.
The Group prepared its consolidated financial statements for the interim period ended March 31, 2024 in accordance with the Communiqué Serial: II, No: 14.1 and the announcements clarifying this communiqué, in accordance with TAS 34 "Interim Financial Reporting". The condensed consolidated interim financial statements and notes are presented in accordance with the formats recommended by the CMB, including the mandatory disclosures. In accordance with TAS 34, entities are free to prepare condensed or full set of interim financial statements. In this context, the Group has preferred to prepare condensed consolidated interim financial statements.
For the purpose of the condensed consolidated financial statements, the results and the consolidated financial position of the Group is expressed in TRY.
Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. For the purpose of the consolidated financial statements, the results and financial position of each entity consolidated are expressed in Turkish Lira ("TRY"), which is the functional and presentation currency of the Group.
The interim consolidated financial statements of the Group are prepared comparatively with the prior period in order to enable the determination of the financial position and performance trends. In order to maintain consistency with the presentation of the current period interim consolidated financial statements, comparative information is reclassified, where necessary, and significant changes are disclosed.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
Subsidiaries included in consolidation as at 31 March 2025 and 31 December 2024 are as follows:
| Registered name of subsidiary | Effective ownership rate (% ) | Proportion of voting rights (% ) | |||
|---|---|---|---|---|---|
| 31 March 2025 | 31 December 2024 | 31 March 2025 | 31 December 2024 | ||
| Akaretler | 100.00 | 100.00 | 100.00 | 100.00 | |
| Altunizade | 100.00 | 100.00 | 100.00 | 100.00 | |
| Ayazağa | 100.00 | 100.00 | 100.00 | 100.00 | |
| Bahariye | 100.00 | 100.00 | 100.00 | 100.00 | |
| Bakırköy | 100.00 | 100.00 | 100.00 | 100.00 | |
| Bostancı | 100.00 | 100.00 | 100.00 | 100.00 | |
| Cevizli | 100.00 | 100.00 | 100.00 | 100.00 | |
| Göksu | 100.00 | 100.00 | 100.00 | 100.00 | |
| Kabataş | 100.00 | 100.00 | 100.00 | 100.00 | |
| Kozyatağı | 100.00 | 100.00 | 100.00 | 100.00 | |
| Mel2 | 100.00 | 100.00 | 100.00 | 100.00 | |
| Mel3 | 100.00 | 100.00 | 100.00 | 100.00 | |
| Mel4 | 100.00 | 100.00 | 100.00 | 100.00 | |
| Salacak | 100.00 | 100.00 | 100.00 | 100.00 | |
| Selimiye | 100.00 | 100.00 | 100.00 | 100.00 | |
| ROY | 100.00 | 100.00 | 100.00 | 100.00 | |
| Tarabya | 100.00 | 100.00 | 100.00 | 100.00 | |
| Yakacık | 100.00 | 100.00 | 100.00 | 100.00 | |
| Kabataş-RGY | 100.00 | 100.00 | 100.00 | 100.00 | |
| Salacak-RGY | 100.00 | 100.00 | 100.00 | 100.00 | |
| 31 March | 31 December | |||
|---|---|---|---|---|
| Joint ventures | Main activities | Place of incorporation and operation2025 | 2024 | |
| Esentepe | Real estate development | Türkiye, Ankara | 50.00 | 50.00 |
| Feriköy | Real estate development | Türkiye, Ankara | 50.00 | 50.00 |
| Kandilli | Real estate development | Türkiye, Ankara | 50.00 | 50.00 |
| Kurtköy | Real estate development | Türkiye, Ankara | 50.00 | 50.00 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
With the announcements made by the Public Oversight Accounting and Auditing Standards Authority (POA) on 23 November 2023, entities applying TFRSs have started to apply inflation accounting in accordance with TAS 29 Financial Reporting in Hyperinflation Economies as of financial statements for the interim reporting period ending on or after 31 March 2025. TAS 29 is applied to the financial statements, including the consolidated financial statements, of any entity whose functional currency is the currency of a hyperinflationary economy. According to the standard, financial statements prepared in the currency of a hyperinflationary economy are presented in terms of the purchasing power of that currency at the balance sheet date. Prior period financial statements are also presented in the current measurement unit at the end of the reporting period for comparative purposes. The Group has therefore presented its consolidated financial statements as of 31 March 2024 and 31 December 2024, on the purchasing power basis as of 31 March 2025.
In accordance with the CMB's decision dated December 28, 2023 and numbered 81/1820, issuers and capital market institutions subject to financial reporting regulations applying Turkish Accounting/Financial Reporting Standards are required to apply inflation accounting by applying the provisions of TAS 29 to their financial statements for the accounting periods ending on 31 December 2023.
The adjustments in accordance with TAS 29 have been made using the adjustment factor derived from the Consumer Price Index ("CPI") of Turkey published by the Turkish Statistical Institute ("TURKSTAT"). As at 31 March 2025, the indices and adjustment factors used in the adjustment of the consolidated financial statements are as follows:
| Date | Index | Conversion factor | Cumulative three-year inflation rate |
|
|---|---|---|---|---|
| 31.03.2025 | 2,954.69 | 1.0000 | 250% | |
| 31.12.2024 | 2,684.55 | 1.1006 | 291% | |
| 31.03.2023 | 2,139.47 | 1.3810 | 309% |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The financial statements and related figures for prior periods have been restated for changes in the general purchasing power of the functional currency and, consequently, the financial statements and related figures for prior periods are expressed in terms of the measuring unit current at the end of the reporting period in accordance with TAS 29.
TAS 29 applies to the financial statements, including the consolidated financial statements, of every entity whose functional currency is the currency of a hyperinflationary economy. If an economy is experiencing hyperinflation, TAS 29 requires an entity whose functional currency is the currency of a hyperinflationary economy to present its financial statements in terms of the measuring unit current at the end of the reporting period.
The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current.
Amendments to TFRS 16 clarify how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in TFRS 15 to be accounted for as a sale.
Amendments to TAS 1 clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability.
The amendments add disclosure requirements, and 'signposts' within existing disclosure requirements, that ask entities to provide qualitative and quantitative information about supplier finance arrangements.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
TSRS 1 sets out overall requirements for sustainability-related financial disclosures with the objective to require an entity to disclose information about its sustainability-related risks and opportunities that is useful to primary users of general purpose financial reports in making decisions relating to providing resources to the entity. The application of this standard is mandatory for annual reporting periods beginning on or after 1 January 2024 for the entities that meet the criteria specified in POA's announcement dated 5 January 2024 and numbered 2024-5 and the Board Decision dated 16 December 2024 amending this announcement. Other entities may voluntarily report in accordance with TSRS.
TSRS 2 sets out the requirements for identifying, measuring and disclosing information about climaterelated risks and opportunities that is useful to primary users of general purpose financial reports in making decisions relating to providing resources to the entity. The application of this standard is mandatory for annual reporting periods beginning on or after 1 January 2024 for the entities that meet the criteria specified in POA's announcement dated 5 January 2024 and numbered 2024-5 and the Board Decision dated 16 December 2024 amending this announcement. Other entities may voluntarily report in accordance with TSRS.
TFRS 17 requires insurance liabilities to be measured at a current fulfillment value and provides a more uniform measurement and presentation approach for all insurance contracts. These requirements are designed to achieve the goal of a consistent, principle-based accounting for insurance contracts. TFRS 17 has been deferred for insurance, reinsurance and pension companies for a further year and will replace TFRS 4 Insurance Contracts on 1 January 2026.
Amendments have been made in TFRS 17 in order to reduce the implementation costs, to explain the results and to facilitate the initial application.
The amendment permits entities that first apply TFRS 17 and TFRS 9 at the same time to present comparative information about a financial asset as if the classification and measurement requirements of TFRS 9 had been applied to that financial asset before. Amendments are effective with the first application of TFRS 17.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The amendments contain guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not. Amendments are effective from annual reporting periods beginning on or after 1 January 2025.
The Group evaluates the effects of these standards, amendments and improvements on the consolidated financial statements.
The details of Group's associates and joint ventures valued by using equity method as at 31 March 2025 and 31 December 2024 are as follows:
| Group's share on net asset of investments accounted for | ||||
|---|---|---|---|---|
| Investment accounted for using the equity method | using the equity method | |||
| 31 March 2025 | 31 December 2024 | |||
| Joint ventures | 17,908,657 | 17,866,544 | ||
| 17,908,657 | 17,866,544 |
The fair values of investment properties under development and investment property are given below:
| 31 March | 31 December | |||
|---|---|---|---|---|
| Joint ventures | Project | Investment location | 2025 | 2024 |
| Esentepe | Optimum İzmir SHC (1)(2) | İzmir, Turkey | 12,238,739 | 12,234,562 |
| Feriköy | Optimum İstanbul SHC (1)(2) | İstanbul, Turkey | 5,876,487 | 5,875,077 |
| Kandilli | Ümraniye Tepeüstü (1) | İstanbul, Turkey | 1,237,854 | 1,237,854 |
| Kurtköy | Optimum Ankara SHC (1)(2) | Ankara, Turkey | 4,815,711 | 4,815,497 |
| 24,168,791 | 24,162,990 |
(1) Amount presents the value of the projects multiplied with the Company's share.
(2) Assets are secured with mortgage, pledge, lien or other security interest to secure borrowings.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 31 March 2025 | Esentepe | Feriköy | Kandilli | Kurtköy | Total |
|---|---|---|---|---|---|
| Cash | 767,173 | 266,826 | 23 | 253,360 | 1,287,382 |
| Other current assets | 1,475,139 | 134,509 | - | 39,616 | 1,649,264 |
| Current assets | 2,242,312 | 401,335 | 23 | 292,976 | 2,936,646 |
| Investment property | 24,477,477 | 11,752,974 | 2,475,708 | 9,631,422 | 48,337,581 |
| Deductible VAT | - | - | 17,141 | - | 17,141 |
| Other non-current assets | 379 | 4,070,372 | - | 651,315 | 4,722,066 |
| Non-current assets | 24,477,856 | 15,823,346 | 2,492,849 | 10,282,737 | 53,076,788 |
| Total assets (*) | 26,720,168 | 16,224,681 | 2,492,872 | 10,575,713 | 56,013,434 |
| Financial liabilities | 4,017,208 | 189,867 | - | 225,634 | 4,432,709 |
| Other current liabilities | 150,833 | 146,778 | 120 | 125,570 | 423,301 |
| Current liabilities | 4,168,041 | 336,645 | 120 | 351,204 | 4,856,010 |
| Financial liabilities | - | 3,866,681 | - | 2,373,670 | 6,240,351 |
| Deferred tax liabilities | 4,465,991 | 2,255,274 | 219,245 | 2,077,779 | 9,018,289 |
| Other non-current liabilities | 27,630 | 28,679 | - | 25,162 | 81,471 |
| Non-Current Liabilities | 4,493,621 | 6,150,634 | 219,245 | 4,476,611 | 15,340,111 |
| Total liabilities (*) | 8,661,662 | 6,487,279 | 219,365 | 4,827,815 | 20,196,121 |
| Net assets of subsidiaries | 18,058,506 | 9,737,402 | 2,273,507 | 5,747,898 | 35,817,313 |
| Group's share in subsidiaries | 50% | 50% | 50% | 50% | 50% |
| Carrying amount of the Group's interest in subsidiaries | 9,029,253 | 4,868,701 | 1,136,754 | 2,873,949 | 17,908,657 |
| Group's share in VAT deductible | - | - | 8,571 | - | 8,571 |
| Group's share in investment properties | 12,238,739 | 5,876,487 | 1,237,854 | 4,815,711 | 24,168,791 |
| Group's share in total assets | 13,360,084 | 8,112,341 | 1,246,436 | 5,287,857 | 28,006,717 |
| Group's share in deferred tax liabilities | 2,232,996 | 1,127,637 | 109,623 | 1,038,890 | 4,509,145 |
| Group's share in total liabilities | 4,330,831 | 3,243,640 | 109,683 | 2,413,908 | 10,098,061 |
(*) Non trade receivables and non-trade payables disclosed in related party notes are shown in total asset and total liability.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
.
| 31 December 2024 | Esentepe | Feriköy | Kandilli | Kurtköy | Total |
|---|---|---|---|---|---|
| Cash | 613,826 | 214,824 | 61 | 234,388 | 1,063,099 |
| Other current assets | 1,498,242 | 137,250 | - | 29,393 | 1,664,885 |
| Current assets | 2,112,068 | 352,074 | 61 | 263,781 | 2,727,984 |
| Investment property | 24,469,123 | 11,750,154 | 2,475,708 | 9,630,993 | 48,325,978 |
| Deductible VAT | - | - | 18,862 | - | 18,862 |
| Other non-current assets | 426 | 4,018,747 | - | 640,573 | 4,659,746 |
| Non-current assets | 24,469,549 | 15,768,901 | 2,494,570 | 10,271,566 | 53,004,586 |
| Total assets (*) | 26,581,617 | 16,120,975 | 2,494,631 | 10,535,347 | 55,732,570 |
| Financial liabilities | 4,099,888 | 193,913 | - | 189,416 | 4,483,217 |
| Other current liabilities | 137,960 | 162,739 | 137 | 131,230 | 432,066 |
| Current liabilities | 4,237,848 | 356,652 | 137 | 320,646 | 4,915,283 |
| Financial liabilities | - | 3,882,167 | - | 2,439,780 | 6,321,947 |
| Deferred tax liabilities | 4,316,605 | 2,209,665 | 148,624 | 2,016,203 | 8,691,097 |
| Other non-current liabilities | 25,096 | 23,428 | - | 22,631 | 71,155 |
| Non-Current Liabilities | 4,341,701 | 6,115,260 | 148,624 | 4,478,614 | 15,084,199 |
| Total liabilities (*) | 8,579,549 | 6,471,912 | 148,761 | 4,799,260 | 19,999,482 |
| Net assets of subsidiaries | 18,002,068 | 9,649,063 | 2,345,870 | 5,736,087 | 35,733,088 |
| Group's share in subsidiaries | 50% | 50% | 50% | 50% | 50% |
| Carrying amount of the Group's interest in subsidiaries | 9,001,034 | 4,824,532 | 1,172,935 | 2,868,044 | 17,866,544 |
| Group's share in VAT deductible | - | - | 9,431 | - | 9,431 |
| Group's share in investment properties | 12,234,562 | 5,875,077 | 1,237,854 | 4,815,497 | 24,162,990 |
| Group's share in total assets | 13,290,809 | 8,060,488 | 1,247,316 | 5,267,674 | 27,866,285 |
| Group's share in deferred tax liabilities | 2,158,303 | 1,104,833 | 74,312 | 1,008,102 | 4,345,550 |
| Group's share in total liabilities | 4,289,775 | 3,235,956 | 74,381 | 2,399,630 | 9,999,741 |
(*) Non trade receivables and non-trade payables disclosed in related party notes are shown in total asset and total liability.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 31 March 2025 |
Esentepe | Feriköy | Kandilli | Kurtköy | Total |
|---|---|---|---|---|---|
| Revenue | 419,969 | 230,930 | - | 168,849 | 819,748 |
| Cost of sales |
(113,391) | (70,027) | - | (53,092) | (236,510) |
| Operating expenses |
(14,771) | (8,597) | (15) | (6,830) | (30,213) |
| Interest income from deposits |
8,956 | 7,866 | - | 9,952 | 26,774 |
| Interest expense on bank borrowings |
(69,572) | (66,160) | - | (37,117) | (172,849) |
| Tax expense |
(149,385) | (45,609) | (70,621) | (61,575) | (327,190) |
| Other income |
(25,367) | 39,936 | (1,709) | (8,378) | 4,482 |
| Profit for period Net the |
56,439 | 88,339 | (72,345) | 11,809 | 84,242 |
| Group's share in subsidiaries |
50% | 50% | 50% | 50% | 50% |
| share in Group's revenue |
209,985 | 115,465 | - | 84,425 | 409,875 |
| Group's share in cost of sales |
(56,696) | (35,014) | - | (26,546) | (118,256) |
| Group's share in operating expenses |
(7,386) | (4,299) | (8) | (3,415) | (15,108) |
| Group's share in interest income from deposits |
4,478 | 3,933 | - | 4,976 | 13,387 |
| Group's share in interest expense on bank borrowings |
(34,786) | (33,080) | - | (18,559) | (86,425) |
| share in Group's tax expense |
(74,693) | (22,805) | (35,311) | (30,788) | (163,597) |
| Group's share in other income |
(12,684) | 19,968 | (855) | (4,189) | 2,240 |
| Group's share in profit for the period |
28,218 | 44,168 | (36,174) | 5,904 | 42,116 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 31 2024 March |
Esentepe | Feriköy | Kandilli | Kurtköy | Total |
|---|---|---|---|---|---|
| Revenue | 365,653 | 192,797 | - | 165,336 | 723,786 |
| Cost of sales |
(91,051) | (61,739) | - | (53,211) | (206,001) |
| Operating expenses |
(10,940) | (8,202) | (41) | (6,225) | (25,408) |
| income from deposits Interest |
4,439 | 2,559 | - | 2,157 | 9,155 |
| Interest expense on bank borrowings |
(81,325) | (84,775) | - | (58,673) | (224,773) |
| Tax expense |
(67,016) | (135,575) | (66,082) | (312,814) | (581,487) |
| Other income |
190,436 | 190,778 | (67,112) | 1,090,839 | 1,404,941 |
| Net Profit for the period |
310,196 | 95,843 | (133,235) | 827,409 | 1,100,213 |
| Group's share in subsidiaries |
50% | 50% | 50% | 50% | 50% |
| Group's share in revenue |
182,827 | 96,399 | - | 82,668 | 361,894 |
| share in cost of sales Group's |
(45,526) | (30,870) | - | (26,604) | (103,000) |
| Group's share in operating expenses |
(5,470) | (4,101) | (21) | (3,113) | (12,705) |
| Group's share in interest income from deposits |
2,220 | 1,280 | - | 1,079 | 4,579 |
| Group's share in interest expense on bank borrowings |
(40,663) | (42,388) | - | (29,337) | (112,388) |
| Group's share in tax expense |
(33,508) | (67,788) | (33,041) | (156,407) | (290,744) |
| Group's share in other income |
95,218 | 95,389 | (33,556) | 545,420 | 702,471 |
| Group's share in profit for the period |
155,098 | 47,921 | (66,618) | 413,706 | 550,107 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The Group identifies and presents operating segments in accordance with TFRS 8 ("Segment Reporting"). Operating segments are identified based on internal reports that are regularly reviewed by Group management.
The Group management analyzes assets, liabilities, deferred tax assets and liabilities, deferred tax assets and liabilities, gross profit and operating expenses on the basis of real estate projects in order to make decisions on resources to be allocated to the segments and to evaluate the performance of the segments.
| Company | Project | 31 March 2025 | 31 December 2024 |
|---|---|---|---|
| Tarabya | Hilltown SHC ve Office | 14,042,347 | 14,004,489 |
| Mel3 | Kahramanmaraş Piazza SHC | 9,062,539 | 8,932,805 |
| Altunizade | Hilltown Karşıyaka SHC | 24,926,396 | 24,887,990 |
| Salacak | Maltepe Piazza | 17,601,460 | 18,057,918 |
| Bakırköy | Maltepe Park | 16,196,985 | 15,664,077 |
| Göksu | Optimum Adana SHC | 15,499,530 | 15,248,974 |
| Kurtköy | Optimum Ankara SHC | 5,287,857 | 5,267,674 |
| Feriköy | Optimum İstanbul SHC | 8,112,341 | 8,060,488 |
| Esentepe | Optimum İzmir SHC | 13,360,084 | 13,290,809 |
| Mel2 | Samsun Piazza SHC and Hotel | 15,771,883 | 15,475,379 |
| Mel4 | Şanlıurfa Piazza SHC | 6,089,473 | 6,002,869 |
| Kandilli | Ümraniye Tepeüstü | 1,246,436 | 1,247,316 |
| Other | Combined eliminations and adjustments | (3,366,279) | (2,478,436) |
| Combined | 143,831,052 | 143,662,352 | |
| Less : Joint ventures (Note 3) | (28,006,718) | (27,866,287) | |
| Less : Consolidation eliminations and adjustments | 19,582,417 | 19,546,292 | |
| Consolidated | 135,406,751 | 135,342,357 |
(*) Total Assets include related party receivables.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Company | Project | 31 March 2025 | 31 December 2024 |
|---|---|---|---|
| Tarabya | Hilltown SHC ve Office | 4,037,803 | 3,973,431 |
| Mel3 | Kahramanmaraş Piazza SHC | 2,422,543 | 2,336,623 |
| Altunizade | Hilltown Karşıyaka SHC | 6,787,065 | 6,802,671 |
| Kozyatağı | Kozzy SHC | 407,706 | 385,141 |
| Bostancı | Küçükyalı Office and School | 1,020,387 | 979,559 |
| Salacak | Maltepe Piazza SHC and Office | 6,164,400 | 6,462,646 |
| Bakırköy | Maltepe Park SHC and Office | 5,366,865 | 4,944,724 |
| Göksu | Optimum Adana SHC | 5,213,652 | 5,028,458 |
| Kurtköy | Optimum Ankara SHC | 2,413,908 | 2,399,630 |
| Feriköy | Optimum İstanbul SHC | 3,243,640 | 3,235,956 |
| Esentepe | Optimum İzmir SHC | 4,330,831 | 4,289,775 |
| Mel2 | Samsun Piazza SHC and Hotel | 4,662,846 | 4,425,947 |
| Kandilli | Ümraniye Tepeüstü | 109,683 | 74,381 |
| Other | Combined eliminations and adjustments | (1,385,967) | (252,982) |
| Combined | 44,795,362 | 45,085,960 | |
| Less : Joint ventures (Note 3) | (10,098,062) | (9,999,740) | |
| Less : Consolidation eliminations and adjustments | 1,673,753 | 1,679,741 | |
| Consolidated | 36,371,053 | 36,765,961 |
| Company | Project | 31 March 2025 | 31 December 2024 |
|---|---|---|---|
| Bakırköy | Maltepe Park SHC and Office | 389,807 | 61,551 |
| Rönesans Gayrimenkul Yatırım | Rönesans Gayrimenkul Yatırım | 230,864 | 145,964 |
| Other | Other | 6,820 | 26,202 |
| Combined | 627,491 | 233,717 | |
| Less : Joint ventures (Note 3) | - | - | |
| Consolidated | 627,491 | 233,717 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Company | Project | 31 March 2025 | 31 December 2024 |
|---|---|---|---|
| Altunizade | Hilltown Karşıyaka SHC | 3,592,335 | 3,383,074 |
| Göksu | Optimum Adana SHC | 2,313,414 | 2,244,877 |
| Esentepe | Optimum İzmir SHC |
2,232,996 | 2,158,303 |
| Mel2 | Samsun Piazza SHC and Hotel | 1,872,212 | 1,770,222 |
| Salacak | Maltepe Piazza SHC and Office | 1,222,205 | 923,632 |
| Tarabya | Hilltown SHC ve Office | 1,154,734 | 802,844 |
| Mel3 | Kahramanmaraş Piazza SHC | 1,028,399 | 970,482 |
| Feriköy | Optimum İstanbul SHC |
1,127,637 | 1,104,833 |
| Kurtköy | Optimum Ankara SHC | 1,038,890 | 1,008,102 |
| Mel4 | Şanlıurfa Piazza SHC | 710,316 | 654,908 |
| Bostancı | Küçükyalı Office and School | 673,776 | 619,106 |
| Kandilli | Ümraniye Tepeüstü |
109,623 | 74,312 |
| Kozyatağı | Kozzy SHC | 17,225 | 2,512 |
| Combined | 17,093,762 | 15,717,207 | |
| Less : Joint ventures (Note 3) | (4,509,145) | (4,345,550) | |
| Consolidated | 12,584,617 | 11,371,657 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Project | March | 31 March |
||||
|---|---|---|---|---|---|---|
| Sales | Cost | Gross profit |
Sales | Cost | Gross profit |
|
| Hilltown SHC ve Office |
368,725 | (119,457) | 249,268 | 316,991 | (97,390) | 219,601 |
| Kahramanmaraş Piazza SHC |
161,878 | (51,158) | 110,720 | 148,629 | (46,178) | 102,451 |
| Hilltown Karşıyaka SHC |
416,695 | (85,752) | 330,943 | 394,485 | (80,076) | 314,409 |
| Kozzy SHC | 42,036 | (24,323) | 17,713 | 37,736 | (22,357) | 15,379 |
| Küçükyalı Office and School |
114,775 | (35,968) | 78,807 | 90,462 | (32,884) | 57,578 |
| Maltepe Piazza SHC and Office |
316,614 | (111,725) | 204,889 | 289,140 | (108,835) | 180,305 |
| Optimum Adana SHC |
173,453 | (67,873) | 105,580 | 143,174 | (54,327) | 88,847 |
| Optimum Ankara SHC |
227,023 | (75,705) | 151,318 | 205,125 | (65,919) | 139,206 |
| İstanbul Optimum SHC |
84,425 | (26,546) | 57,879 | 82,668 | (26,604) | 56,064 |
| İzmir Optimum SHC |
115,465 | (35,014) | 80,451 | 96,399 | (30,870) | 65,529 |
| Samsun Piazza SHC and Hotel |
209,985 | (56,696) | 153,289 | 182,827 | (45,526) | 137,301 |
| Şanlıurfa Piazza SHC |
256,478 | (64,448) | 192,030 | 222,032 | (60,841) | 161,191 |
| Ümraniye Tepeüstü |
130,263 | (44,956) | 85,307 | 115,340 | (42,823) | 72,517 |
| Other | 189,181 | (39,393) | 149,788 | 157,407 | (42,877) | 114,530 |
| Combined | 2,806,995 | (839,014) | 1,967,981 | 2,482,415 | (757,507) | 1,724,908 |
| Less : Joint ventures (Note 3) |
(361,894) | 103,000 | (258,894) | |||
| Less : Consolidation eliminations and adjustments |
(79,591) | 19,214 | (60,377) | (53,917) | 65,106 | 11,189 |
| Consolidated | 2,317,529 | (701,544) | 1,615,985 | 2,066,604 | (589,401) | 1,477,203 |
| (409,875) | 31 118,256 |
2025 (291,619) |
2024 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Project | 31 March 2025 | 31 March 2024 |
|---|---|---|
| Hilltown SHC ve Office | 11,795 | 1,418 |
| Kahramanmaraş Piazza SHC | 5,957 | 6,437 |
| Hilltown Karşıyaka SHC | 13,961 | 13,150 |
| Kozzy SHC | 1,591 | 1,351 |
| Küçükyalı Office and School | 142 | 26,293 |
| Maltepe Piazza SHC and Office | 9,909 | 2,250 |
| Maltepe Park SHC and Office | 11,482 | 5,746 |
| Optimum Ankara SHC | 9,181 | 6,418 |
| Optimum İstanbul SHC | 3,415 | 3,113 |
| Optimum İzmir SHC | 4,299 | 4,101 |
| Samsun Piazza SHC and Hotel | 7,386 | 5,470 |
| Şanlıurfa Piazza SHC | 6,959 | 6,129 |
| Ümraniye Tepeüstü | 5,448 | 4,405 |
| Rönesans Yönetim A.Ş. | 45,083 | - |
| Rönesans Gayrimenkul Yatırım | 25,531 | 19,115 |
| Other | 10,749 | 1,012 |
| Combined | 172,888 | 106,408 |
| Less : Joint ventures (Note 3) | (15,108) | (12,705) |
| Less : Consolidation eliminations and adjustments |
(60,442) | (14,857) |
| Consolidated | 78,846 | |
| 97,338 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
Rönesans Varlık ve Proje Yatırımları A.Ş. (formerly Rönesans Emlak Geliştirme Holding A.Ş.) is the related party that has the primary control of the Group. Transactions between the Company and its subsidiaries that are related parties of the Company are eliminated on consolidation and are not disclosed in this note.
The details of transactions between the Group and other related parties are explained below:
| 31 March 2025 | ||||||
|---|---|---|---|---|---|---|
| Receivables | Payables | Advances | ||||
| Short-term | Short-term | Long-term | Short-term | |||
| Non- | Non- | Non | ||||
| Balances with related parties | Trade | trade | Trade | trade (*) | trade (*) | |
| Subsidiaries and Joint Ventures | ||||||
| Esentepe Gayrimenkul Yatırım İnşaat Turizm San.ve Tic.A.Ş. (1) | 23,686 | 1 | - | 725,749 | - | - |
| Kurtköy Gayrimenkul Yatırım İnşaat Turizm San.ve Tic.A.Ş. (1) | 82,667 | 27 | 1,414 | - | 359,516 | - |
| Feriköy Gayrimenkul Yatırım İnşaat Turizm San.ve Tic.A.Ş. (1) | 16,717 | - | - | 55,088 | 2,082,629 | - |
| Kandilli Gayrimenkul Yatırım Yönetim İnşaat ve Ticaret A.Ş. | - | 11 | - | - | - | - |
| Shareholders | ||||||
| Rönesans Varlık ve Proje Yatırımları A.Ş. | 278 | - | - | - | - | - |
| Other companies controlled by the parent company | ||||||
| Rönesans Özel Okulları Eğitim Öğretim Hizmetleri A.Ş. (2) | 12,960 | - | - | - | - | - |
| Rönesans Endüstri Tesisleri İnşaat Sanayi ve Ticaret A.Ş. | 5,895 | - | - | - | - | - |
| Rönesans Altyapı Sistemleri A.Ş. | - | - | - | 5,900 | - | - |
| Rönesans Merkezi Hizmetler Danışmanlık ve Tic. A.Ş. | 2,856 | - | 3,086 | - | - | - |
| RMI Uluslararası İnşaat ve Taahhüt A.Ş. (3) | - | - | 554,961 | 40,334 | - | 517,181 |
| Rönesans Şarj İstasyon Enerji Yatırımları A.Ş. | 1,706 | - | 17 | - | - | - |
| Rönesans Holding A.Ş. (4) | - | - | 14,136 | - | - | - |
| Rönesans Elektrik Enerji Toptan Satış A.Ş. (5) | - | - | 58,463 | - | - | - |
| Diğer | 3,056 | 1 | 13,557 | 54 | - | 3,414 |
| 149,821 | 40 | 645,634 | 827,125 | 2,442,145 | 520,595 |
(1) Current trade receivables consist of asset, property management leasing services provided. Non-trade payables represent the reverse shareholder loans provided by the relevant joint ventures to Rönesans Gayrimenkul Yatırım A.Ş.
(2) Receivables from Rönesans Özel Okulları Eğitim Öğretim Hizmetleri A.Ş. are related to the rent of Küçükyalı school owned by Bostancı Gayrimenkul.
(3) The advances given to RMİ Uluslararası İnşaat ve Taahhüt A.Ş. is related to the construction services provided for the Maltepe Park residential project.
(4) Rönesans Holding A.Ş. provides services to its group companies. The payables are related with such services rendered to Rönesans Gayrimenkul Yatırım A.Ş. Receivables are related to office leases provided to Rönesans Holding A.Ş. by the Company.
(5) Rönesans Elektrik Enerji Toptan Satış A.Ş. provides electric energy to the Group's shopping centers and offices. The related charges are related to electricity supply amounts.
(*) Non-trade payables to associates and shareholders consist of shareholder loans and reverse shareholder loans given to Rönesans Gayrimenkul Yatırım with interest rates between 4.35%-52.75% and maturities of 1-2 years.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 31 December 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Receivables | Payables | Advances | |||||
| Short-term | Short-term | Long-term | Short-term | ||||
| Non- | Non- | Non | |||||
| Balances with related parties | Trade | trade | Trade | trade (*) | trade (*) | ||
| Subsidiaries and Joint Ventures | |||||||
| Turizm San.ve Tic.A.Ş. (1) Esentepe Gayrimenkul Yatırım İnşaat |
50,042 | 2 | 342 | 734,681 | - | - | |
| Turizm San.ve Tic.A.Ş. (1) Kurtköy Gayrimenkul Yatırım İnşaat |
69,817 | 35 | 147 | - | 351,061 | - | |
| Turizm San.ve Tic.A.Ş. (1) Feriköy Gayrimenkul Yatırım İnşaat |
48,091 | - | 146 | 55,882 | 2,048,926 | - | |
| Kandilli Gayrimenkul Yatırım Yönetim İnşaat ve Ticaret A.Ş. |
113 | 11 | - | - | - | - | |
| Shareholders | |||||||
| Euro Cube Private Limited | 141 | - | - | - | - | - | |
| Rönesans Varlık ve Proje Yatırımları A.Ş. | 3 | - | 1,269 | - | - | - | |
| Other companies controlled by the parent company | |||||||
| ve Taahhüt A.Ş. (2) RMI Uluslararası İnşaat |
- | - | 516,447 | - | - | 395,605 | |
| Rönesans Holding A.Ş. (3) | 269 | - | 27,960 | 75 | - | - | |
| Rönesans Elektrik Enerji Toptan Satış A.Ş. (4) | - | - | 74,447 | - | - | - | |
| RSY Sağlık Ticari Yatırım A.Ş. | 22,507 | - | - | - | - | - | |
| Other | 4,088 | 2 | 12,338 | 6,115 | - | 3,757 | |
| 195,071 | 50 | 633,096 | 796,753 | 2,399,987 | 399,362 |
(1) Current trade receivables consist of asset, property management leasing services provided. Non-trade payables represent the reverse shareholder loans provided by the relevant joint ventures to Rönesans Gayrimenkul Yatırım A.Ş.
(2) The advance given to RMI Uluslararası İnşaat ve Taahhüt A.Ş. and trade payables are related to the construction services provided for Maltepe Park Housing Project.
(3) Rönesans Holding A.Ş. provides services to its group companies. The payables are related with such services rendered to Rönesans Gayrimenkul Yatırım A.Ş. Receivables are related to office leases provided to Rönesans Holding A.Ş. by the Company.
(4) Rönesans Elektrik Enerji Toptan Satış A.Ş. provides electric energy to the Group's shopping centers and offices. The related charges are related to electricity supply amounts.
(*) Non-trade payables to associates and shareholders consist of shareholder loans and reverse shareholder loans given to Rönesans Gayrimenkul Yatırım with interest rates between 4.35%-50% and maturities of 1-2 years.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 1 January -31 March 2025 | ||||
|---|---|---|---|---|
| Transactions with related parties | Purchases | Sales | Interest paid | |
| Joint ventures & Subsidiaries (1) | - | 111,311 | 117,377 | |
| Other companies controlled by the parent company | ||||
| Rönesans Holding A.Ş. (2) | 10,617 | 4,912 | - | |
| Rönesans Elektrik Enerji Toptan Satış A.Ş. (3) | 162,051 | - | - | |
| RMI Uluslararası İnşaat ve Taahhüt A.Ş.(4) | 260,174 | - | - | |
| Rönesans Endüstri Tesisleri İnşaat Sanayi ve Ticaret A.Ş. | - | 4,942 | - | |
| Rönesans Özel Okulları Eğitim Öğretim Hizmetleri A.Ş. | - | 11,061 | - | |
| Rönesans Merkezi Hizmetler Danışmanlık ve Tic. A.Ş. | 8,307 | 4,204 | - | |
| Other | 6,299 | 5,602 | - | |
| 447,448 | 142,032 | 117,377 |
(1) Sales to joint ventures consists of the services provided to investments accounted for using the equity method from Rönesans Gayrimenkul Yatırım A.Ş. Interest paid represents accrued interest of reverse shareholder loans received from joint ventures and shareholder loans received from Euro Cube Private Limited and Rönesans Varlık ve Proje Yatırımları A.Ş.
(2) Rönesans Holding A.Ş. provide services to its group companies. The purchases are related with such services rendered to Rönesans Gayrimenkul Yatırım A.Ş.
(3) Purchases from Rönesans Elektrik Enerji Toptan Satış A.Ş. are composed of energy services provided to the Group.
(4) Purchases from RMI Uluslararası İnşaat ve Taahhüt A.Ş. are related to the construction services provided for Maltepe Park residential project.
| 1 January -31 March 2024 | |||||
|---|---|---|---|---|---|
| Transactions with related parties | Purchases | Sales | Interest paid | ||
| Joint ventures & Subsidiaries (1)(2) | - | 117,302 | 119,128 | ||
| Shareholders | |||||
| Euro Cube Private Limited (2) | - | - | 18,073 | ||
| Rönesans Varlık ve Proje Yatırımları A.Ş. (2) | - | 934 | 88,971 | ||
| Other companies controlled by the parent company | |||||
| Rönesans Holding A.Ş. (3) | 27,037 | 5,778 | - | ||
| IVF Investment and Credit Pte.Ltd. (4) | - | - | 129,918 | ||
| Gamstar Pte. Ltd. (4) | - | - | 56,473 | ||
| Rönesans Elektrik Enerji Toptan Satış A.Ş. (5) | 176,477 | - | - | ||
| RMI Uluslararası İnşaat ve Taahhüt A.Ş.(6) | 52,967 | - | - | ||
| Other | 3,291 | 10,132 | - | ||
| 259,772 | 134,146 | 412,563 |
(1) Sales to joint ventures consists of the services provided to investments accounted for using the equity method from Rönesans Gayrimenkul Yatırım A.Ş.
(2) Interest paid represents accrued interest of reverse shareholder loans received from joint ventures and shareholder loans received from Euro Cube Private Limited and Rönesans Varlık ve Proje Yatırımları A.Ş.
(3) Rönesans Holding A.Ş. provide services to its group companies. The purchases are related with such services rendered to Rönesans Gayrimenkul Yatırım A.Ş. Sales are related to offices leased by Rönesans Gayrimenkul Yatırım to Rönesans Holding A.Ş.
(4) Interest paid represents accrued interest loans received from IVF Investment and Credit Pte.Ltd. and Gamstar Pte.Ltd.
(5) Purchases from Rönesans Elektrik Enerji Toptan Satış A.Ş. are composed of energy services provided to the Group.
(6) Purchases from RMI Uluslararası İnşaat ve Taahhüt A.Ş. are related to the construction services provided for Maltepe Park residential project.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
Benefits provided to key management personnel:
Key management personnel consists of members of Board of Directors and other members. The compensation of key management personnel includes salaries, bonus, health insurance, communication and transportation and total amount of compensation is explained below. The remuneration of key management personnel during the period were as follows:
| 1 January - | 1 January - | |
|---|---|---|
| 31 March | 31 March | |
| 2025 | 2024 | |
| Salaries and other short-term benefits | 36,792 | 13,930 |
As at balance sheet date, details of trade receivables of the Group are as follows:
| 31 March | 31 December | |
|---|---|---|
| Current trade receivables | 2025 | 2024 |
| Trade receivables | 590,750 | 625,666 |
| Notes receivables | 12,735 | 242 |
| Trade receivables from related parties (Note 5) | 149,821 | 195,071 |
| Expected credit loss (-) | (119,447) | (94,656) |
| 633,859 | 726,323 |
The movement of the Group's provision for expected credit loss as at 31 March 2025, and 2024 is as follows:
| Movement of allowance for credit loss | 1 January- 31 March 2025 |
1 January 31 March 2024 |
|---|---|---|
| Opening | (94,656) | (83,806) |
| Charge for the period (Note 14) | (54,725) | (37,982) |
| Provision released (Note 14) | 21,601 | 18,482 |
| Monetary gain | 8,333 | 11,969 |
| Closing | (119,447) | (91,337) |
The provision for trade receivables is provided based on expected credit loss amounts from the sale of services, determined by reference to past default experience and the current financial condition of customers.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
As of the balance sheet date, the details of the Group's trade payables are as follows:
| Current trade payables | 31 March 2025 |
31 December 2024 |
|---|---|---|
| Trade payables | 294,426 | 497,301 |
| Trade payables to related parties (Note 5) | 645,634 | 633,096 |
| 940,060 | 1,130,397 |
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Inventories | 7,214 | 2,022 |
| 7,214 | 2,022 |
| 31 March | 31 December 2024 |
|
|---|---|---|
| 2025 | ||
| Inventories (*) | 3,306,757 | 3,096,620 |
| 3,306,757 | 3,096,620 |
(*) The amount mainly represents the cost of the land on which the residential project of Bakırköy Gayrimenkul, whose preliminary preparation and license process has been completed, is located and the construction expenditures made until March 31, 2025 in addition to this cost.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Investment properties | 108,337,043 | 108,187,480 |
| Investment properties under development | 23,690 | 23,690 |
| 108,360,733 | 108,211,170 |
| Investment properties | 1 January- 31 March 2025 |
1 January 31 March 2024 |
|---|---|---|
| Additions through subsequent expenditure | 18,460 | 29,602 |
| Land rental | 181,791 | 228,040 |
| Disposal | (50,688) | (220,311) |
| Net gain from fair value adjustments (Note 14) | - | 3,185,850 |
| Closing balance | 108,337,043 | 110,687,726 |
As at 31 December 2024 and 31 March 2024, fair value of the Group's investment properties,The fair values of the Group's investment properties have been arrived at on the basis of a valuation carried out at that date by TSKB Gayrimenkul Değerleme A.Ş. which is independent valuers not connected with the Group. The valuation, which conforms to International Valuation Standards, was arrived at by reference to discounted cash flows approach, capitalization approach and market approach.
The Group mortgages some real estate as collateral of the bank loans. The details of mortgages are disclosed in Note 9.
The property rental income earned by the Group from its investment property, all of which is leased out under operating leases, amounted to TRY 2,236,534 (31 March 2024: TRY 1,957,990) (Note 11). Direct operating expenses arising on the investment property in the year include maintenance and repair costs which amounted to TRY 169,943 (31 March 2024: TRY 181,534) (Note 11).
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
As at 31 March 2025 and 31 December 2024, investment properties and project values are as follows:
| 31 March | 31 December | |||
|---|---|---|---|---|
| Project | Company | Place of property | 2025 | 2024 |
| Hilltown SHC Karşıyaka (1) | Altunizade | İzmir,Türkiye | 24,305,596 | 24,303,878 |
| Maltepe Piazza (1) | Salacak | İstanbul,Türkiye | 17,429,010 | 17,479,355 |
| Hilltown SHC and Office(1)(3) | Tarabya | İstanbul,Türkiye | 13,939,928 | 13,800,262 |
| Adana Optimum SHC (1) | Göksu | Adana,Türkiye | 12,509,503 | 12,509,092 |
| Samsun Piazza SHC and Hotel (1) | Mel 2 | Samsun,Türkiye | 12,399,953 | 12,399,723 |
| Maltepe Park (1)(5) | Bakırköy | İstanbul,Türkiye | 9,573,320 | 9,560,357 |
| Kahramanmaraş Piazza SHC (1) | Mel 3 | Kahramanmaraş,Türkiye | 6,906,940 | 6,906,716 |
| Şanlıurfa Piazza SHC (1) | Mel 4 | Şanlıurfa,Türkiye | 5,381,729 | 5,381,549 |
| Küçükyalı Office & Ted Rönesans College (1)(2) | Bostancı | İstanbul,Türkiye | 4,896,889 | 4,870,411 |
| Kozzy SHC (1)(4) | Kozyatağı | İstanbul,Türkiye | 994,175 | 976,137 |
| 108,337,043 | 108,187,480 |
(1) The consolidated financial statements as of 31 December 2024 are based on the valuation report of TSKB Gayrimenkul Değerleme A.Ş., an independent valuation company licensed by the Capital Markets Board of Turkey.
(5) On the parcel where the Maltepe Park Shopping Mall and office components are located, the construction of the Maltepe Park Residence project, consisting of 478 residential units, is in progress.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 1 January- | 1 January | ||
|---|---|---|---|
| 31 March | 31 March | ||
| Investment properties under development | 2025 | 2024 | |
| Opening balance | 23,690 | 24,741 | |
| Net loss from fair value adjustments (Note 14) | - | (76) | |
| Closing balance | 23,690 | 24,665 |
Investment properties under development consist of two components: land and costs capitalized in connection with the development of the site. Costs capitalized related to development carried out on sites owned or partly owned by the Group or sites to which the Group holds lease titles and which will be acquired on completion of the development. Land and buildings that are being constructed for future use as investment property are classified under investment properties under development account until construction or development is complete, at which time they are reclassified as investment.
Investment properties under development comprise of the following project:
| 31 March | 31 December | |||
|---|---|---|---|---|
| Project | Company | Place of property | 2025 | 2024 |
| Ataşehir (*) | RGY | İstanbul, Türkiye |
23,690 | 23,690 |
| 23,690 | 23,690 |
(*) In the interim consolidated financial statements as of 31 December 2024, based on the valuation reports issued by TSKB Gayrimenkul Değerleme A.Ş. an independent accredited valuer licenced by the Capital Market Board of Turkey.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The Group has leasing contracts for the projects of Hilltown SHC and office, Küçükyalı School & Office on land belonging to Atik Valide Sultan Vakfı in İstanbul, Maltepe and the Group has the usage right with a renewal option at the end of the lease period for 49 years. There are no restrictions placed upon the Group by entering into these leases.
The Group has a leasing contract for the projects of Antalya Konyaaltı project on land belonging to Antalya Metropolitan Municipality in Antalya, Konyaaltı. The Group has the usage right with a renewal option at the end of the lease period for 30 years. There are no restrictions placed upon the Group by entering into these leases.
The Group has a leasing contract for the projects of Kozzy SHC on land belonging to İstanbul Metropolitan Municipality in İstanbul, Kozyatağı. The Group has the usage right with a renewal option at the end of the lease period for 30 years. There are no restrictions placed upon the Group by entering into these leases.
Details of the Group's investment properties and information about the fair value hierarchy as at 31 March 2025 and 31December 2024 are as follows:
| 31 March 2025 |
Level 1 TRY |
Level 2 TRY |
Level 3 TRY |
|
|---|---|---|---|---|
| Investment properties | 108,337,043 | - | - | 108,337,043 |
| Investment properties under development | 23,690 | - | 23,690 | - |
| Fair value as at 31 December 2024 | |||||
|---|---|---|---|---|---|
| 31 December | Level 1 | Level 2 | Level 3 | ||
| 2024 | TRY | TRY | TRY | ||
| Investment properties | 108,187,480 | - | - | 108,187,480 | |
| Investment properties under development | 23,690 | - | 23,690 | - |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The Group's guarantee given, pledges and mortgages ("GPM") position as at 31 March 2025, and 31 December 2024 are as follows:
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Mortgage | 17,099,125 | 15,170,717 |
| Letters of guarantees given | 187,722 | 200,139 |
| Surety and guarantees given | 5,296,747 | 5,356,511 |
| 22,583,594 | 20,727,367 |
As of 31 March 2025, and 31 December 2024, the share capital held is as follows
| Shareholders | % | 31 March 2025 | % | 31 December 2024 |
|---|---|---|---|---|
| Rönesans Varlık ve Proje Yatırımları A.Ş. (*) | 68,12 | 225,477 | 68,12 | 225,477 |
| Euro Cube Private Limited | 17,84 | 59,043 | 17,84 | 59,043 |
| Kamil Yanıkömeroğlu | 2,16 | 7,158 | 2,16 | 7,158 |
| Murat Özgümüş | 1,80 | 5,965 | 1,80 | 5,965 |
| Other (Public quotation) | 10,08 | 33,357 | 10,08 | 33,357 |
| Nominal share capital in TRY | 100 | 331,000 | 100 | 331,000 |
| Adjustment to share capital | 4,853,329 | 4,853,329 | ||
| Capital | 5,184,329 | 5,184,329 |
(*) The title of Rönesans Emlak Geliştirme Holding A.Ş. was changed as Rönesans Varlık ve Proje Yatırımları A.Ş. on 12 January 2024.
The total number of ordinary shares is 331,000 thousand (31 December 2024: 331,000 thousand shares) with a par value of TRY 1 (31 December 2024: per share TRY 1)
As of 31 March 2025, and 31 December 2024, amount of adjustment to share capital is TRY 4,853,329. Adjustment to share capital refers to the difference between the total amounts of cash and cash equivalent additions to capital adjusted in accordance with inflation accounting. Capital adjustment differences have no use other than being added to capital.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Legal reserves | 716,403 | 716,403 |
| 716,403 | 716,403 |
The legal reserves consist of first and second legal reserves, appropriated in accordance with the Turkish Commercial Code ("TCC"). The first legal reserve is appropriated out of historical statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of the historical paid-in share capital. The second legal reserve is appropriated after the first legal reserve and dividends, at the rate of 10% per annum of all cash dividend distributions.
| 31 March | 31 December | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Share premium | 13,800,105 | 13,800,105 | |
| 13,800,105 | 13,800,105 |
As stated in the Capital Markets Board's bulletin numbered 024/14 published on March 7, 2024, the index difference between the amounts of share premiums and restricted reserves adjusted to the purchasing power of 31 March 2025 using the Domestic Producer Price Index (D-PPI) in the statutory records and the amounts adjusted to the purchasing power of 31 March 2025 using the Consumer Price Index is reflected in retained earnings. The differences reflected in retained earnings are summarized in the table below. The related differences arise from the difference between the domestic producer price index and the consumer price index.
| PPI indexed legal | CPI indexed | Amounts recognised in | |
|---|---|---|---|
| Shareholders' equity items | amounts | amounts | retained earnings |
| Share premium | 15,006,745 | 13,800,105 | 1,206,640 |
| Restricted reserve | 1,018,925 | 716,403 | 302,522 |
| PPI indexed legal | CPI indexed | Amounts recognised in | |
|---|---|---|---|
| Shareholders' equity items | amounts | amounts | retained earnings |
| Share premium | 15,402,801 | 13,800,105 | 1,602,696 |
| Restricted reserve | 1,045,816 | 716,403 | 329,414 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 1 January - | 1 January - 31 March |
||
|---|---|---|---|
| 31 March | |||
| 2025 | 2024 | ||
| Rental revenue from investment properties (*) | 2,236,534 | 1,957,990 | |
| Management and consulting revenue | 64,484 | 76,212 | |
| Other | 16,511 | 32,402 | |
| 2,317,529 | 2,066,604 |
(1) This includes electricity, water and other common utility charges of the shopping malls and offices owned by the Group and charged to the tenants on an accrual basis in accordance with lease agreements.
| 1 January - | 1 January - | |
|---|---|---|
| 31 March | 31 March | |
| 2025 | 2024 | |
| Utilities expenses | (169,943) | (181,534) |
| Personel expenses | (219,214) | (181,992) |
| Office management expenses | (153,527) | (140,570) |
| Consultancy expenses | (45,209) | (19,158) |
| Rent expenses | (34,450) | (20,284) |
| Maintenance expenses | (29,850) | (18,478) |
| Taxes and fees | (4,926) | (10,339) |
| Depreciation expenses | (4,308) | (3,317) |
| Other | (40,117) | (13,729) |
| (701,544) | (589,401) |
| 1 January - 31 March 2025 |
1 January - 31 March 2024 |
|
|---|---|---|
| Cost of revenue related to investment properties | (656,335) | (570,243) |
| Cost of revenue related to management and consulting and other | (45,209) | (19,158) |
| (701,544) | (589,401) |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 1 January - | 1 January - | |
|---|---|---|
| 31 March | 31 March | |
| 2025 | 2024 | |
| Marketing expenses | (16,465) | (21,686) |
| General adiministrative expenses | (80,873) | (57,160) |
| (97,338) | (78,846) |
| 1 January - 31 March |
1 January - 31 March |
|
|---|---|---|
| 2025 | 2024 | |
| Advertising expenses | (16,465) | (21,686) |
| (16,465) | (21,686) |
| 1 January - | 1 January - | |
|---|---|---|
| 31 March | 31 March | |
| 2025 | 2024 | |
| Employee benefit expenses | (58,833) | (39,418) |
| Consultancy expenses | (21,780) | (16,359) |
| Other | (260) | (1,383) |
| (80,873) | (57,160) |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 1 January - 31 March |
1 January - 31 March |
|
|---|---|---|
| 2025 | 2024 | |
| Personel expenses | (278,047) | (221,410) |
| Utilities expenses | (169,943) | (181,534) |
| Office management expenses | (153,527) | (140,571) |
| Consultancy expenses | (66,989) | (35,518) |
| Rent expenses | (34,450) | (20,284) |
| Maintenance expenses | (29,850) | (18,478) |
| Advertising expenses | (16,465) | (21,686) |
| Taxes and fees | (4,926) | (10,338) |
| Depreciation and amortisation expenses | (4,308) | (3,317) |
| Other | (40,377) | (15,111) |
| (798,882) | (668,247) |
| 1 January - | 1 January - | |
|---|---|---|
| 31 December | 31 December | |
| Other operating income | 2025 | 2024 |
| Foreign exchange gains from operating activities, net | 320,665 | 223,653 |
| Interest income | 145,038 | 64,367 |
| Income from sale of investment property | 69,565 | 54,610 |
| Reversal of provision (Note 6) | 21,601 | 18,482 |
| Insurance income | 4,935 | 427,254 |
| Change in fair value of investment properties (Note 8.a) |
- | 3,370,560 |
| Other | 46,220 | 48,302 |
| 608,024 | 4,207,228 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 1 January - 31 December |
1 January - 31 December |
|
|---|---|---|
| Other operating expense | 2025 | 2024 |
| Provision for expected credit losses (Note 6) Change in fair value of investment |
(54,725) | (37,982) |
| properties (Note 8.a) | - | (184,710) |
| Change in fair value of investment properties | ||
| under development (Note 8.b) | - | (76) |
| Other | (3,593) | (16,847) |
| (58,318) | (239,615) |
a) Financial income
| 1 January - 31 March |
1 January - 31 March |
|
|---|---|---|
| Financial income | 2025 | 2024 |
| Derivative financial instruments at fair value through profit or loss | ||
| unrealized gain on instruments (*) | 9,949 | 44,457 |
| Derivative financial instruments at fair value through profit or loss | ||
| realized profit on instruments (*) | - | 152,117 |
| 9,949 | 196,574 |
(*) Represents the change in fair value of derivative instruments.
| 1 January - 31 March |
1 January - 31 March |
|
|---|---|---|
| Financial expenses | 2025 | 2024 |
| Foreign exchange loss of bank loan | (2,101,445) | (1,971,248) |
| Interest expense of bank loan | (385,336) | (700,015) |
| Interest expense to related parties | (117,377) | (412,560) |
| Derivative financial instruments at fair value through | ||
| profit or loss unrealized loss on instruments (*) | (10,947) | (103,545) |
| Derivative financial instruments at fair value through | ||
| profit or loss realized loss on instruments (*) | (3,010) | (11,484) |
| Bank commission expenses | (523) | (2,505) |
| Other | (261) | (2,414) |
| (2,618,899) | (3,203,771) |
(*) Represents the change in fair value of derivative instruments.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 31 March 2025 |
31 December 2024 |
|
|---|---|---|
| Current tax liability | ||
| Current corporate tax provision | 758,090 | 511,957 |
| Less: prepaid taxes and funds | (250,915) | (269,209) |
| 507,175 | 242,748 | |
| 1 January - | 1 January - | |
| 31 March | 31 March | |
| Income tax recognized in profit or loss | 2025 | 2024 |
| Current tax expense | (296,825) | (78,362) |
| Deferred tax expense | (824,202) | (2,792,816) |
| (1,121,027) | (2,871,178) |
The Group is subject to corporate tax in Turkey. Provision is made in the accompanying financial statements for the estimated charge based on the Group's results for the current period. Turkish tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return. Therefore, provision for tax, as reflected in these accompanying interim consolidated financial statements, have been calculated on a separate-entity basis.
The corporate tax rate to be accrued over the taxable corporate income is calculated over the tax base remaining after the addition of non-deductible expenses and deducting tax-exempt earnings, non-taxable income and other deductions (prior year losses, if any, and investment incentives used if preferred).
In 2025, the effective tax rate is 25% (2024: 25%).
In Turkey, advance tax is calculated and accrued on a quarterly basis. For the year 2025, the advance tax rate to be calculated over the corporate earnings during the taxation of corporate earnings for the advance tax periods is 25%. (2024: %25). Losses can be carried forward for a maximum of 5 years to be deducted from future taxable income. However, losses cannot be deducted retrospectively from the profits of previous years.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The Group recognizes deferred tax assets and liabilities based upon temporary differences arising between its financial statements as reported for IFRS purposes and its statutory tax financial statements. These differences usually result in the recognition of revenue and expenses in different reporting periods for IFRS and tax purposes and they are given below.
In Turkey, the companies cannot declare a consolidated tax return, therefore subsidiaries that have deferred tax assets position were not netted off against subsidiaries that have deferred tax liabilities position and disclosed separately.
| 31 March | 31 December | |
|---|---|---|
| Deferred tax (assets)/ liabilites: | 2025 | 2024 |
| Change in fair values of investment properties | ||
| under development | 6,144 | 5,922 |
| Change in fair values of investment properties | 13,543,754 | 12,961,346 |
| Adjustments related to inventories | (315,700) | (425,340) |
| Tax losses carried forward | (1,162,684) | (1,346,964) |
| Provision for retirement pay and unused vacation | (5,835) | (11,149) |
| Other temporary differences | (108,553) | (45,875) |
| 11,957,126 | 11,137,940 | |
| 31 March | 31 December | |
| 2025 | 2024 | |
| Deferred tax assets | (627,491) | (233,717) |
| Deferred tax liabilities | 12,584,617 | 11,371,657 |
| Net deferred tax liabilities | 11,957,126 | 11,137,940 |
At the balance sheet date, the Group has unused tax losses of TRY 4,650,736 (31 December 2024: TRY 5,387,855) available for offset against future taxable profits and tax assets have been recognized in respect of TRY 1,162,684 (31 December 2024: TRY 1,346,964) of such losses.
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The movement of deferred tax liability for the period ended 31 March 2025 and 2024 is as follow
| 1 January - | 1 January - | |
|---|---|---|
| Movement of deferred tax liability: | 31 March 2025 |
31 March 2024 |
| Opening balance | 11,132,924 | 6,159,604 |
| Charged to statement of profit or loss | 824,202 | 2,792,816 |
| Closing balance | 11,957,126 | 8,952,420 |
| 1 January - 31 March |
1 January - 31 March |
|
|---|---|---|
| 2025 | 2024 | |
| Net profit for the year | 459,302 | 4,472,371 |
| Average number of ordinary share outstanding during the year | 331,000 | 303,717 |
| Earning per share from operations (TRY) | 1.39 | 14.73 |
| 31 March 2025 | 31 December 2024 | |||
|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |
| Interest rate swap | - | 68,186 | - | 57,239 |
| Forward | - | 60,808 | - | 70,756 |
| - | 128,994 | - | 127,995 | |
| Short term | - | 128,994 | - | 127,995 |
| - | 128,994 | - | 127,995 | |
| 31 March | 31 December |
| 2025 | 2024 | |
|---|---|---|
| Interest rate swap | (68,186) | (57,239) |
| Forward | (60,808) | (70,756) |
| (128,994) | (127,995) |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 31 March 2025 |
31 December 2024 |
|
|---|---|---|
| Short- term bank loans | 203,510 | 210,617 |
| Short term portion of long term borrowings | 2,369,323 | 3,672,791 |
| Total short term borrowing | 2,572,832 | 3,883,408 |
| Current portion of long-term financial lease | 24,343 | 25,508 |
| Total short term financial lease | 24,343 | 25,508 |
| Long-term bank loans | 15,132,656 | 15,538,570 |
| Total long term borrowing | 15,132,656 | 15,538,570 |
| Long-term leases | 656,413 | 708,168 |
| Total long-term financial lease | 656,413 | 708,168 |
Total current and non current financial debt 18,386,244 20,155,654
The maturities of bank borrowings are as follows:
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Payable within 1 year | 2,572,832 | 3,883,408 |
| Payable between 1-2 years | 2,807,218 | 2,790,239 |
| Payable between 2-3 years | 2,729,418 | 2,697,626 |
| Payable between 3-4 years | 2,595,155 | 2,549,996 |
| Payable between 4-5 years | 4,096,745 | 4,523,349 |
| Payable after 5+ years | 2,904,120 | 2,977,360 |
| 17,705,488 | 19,421,978 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The Group's principal bank borrowings are as follows:
The table below details changes in the Group's liabilities arising from financing activities, including both cash and non–cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group's consolidated statement of cash flows as cash flows from financing activities.
| 1 January | Financing | Financing | Foreign exchange | Other | Monetary | 31 March | |
|---|---|---|---|---|---|---|---|
| 2025 | cash inflows | cash outflows | loss | changes | gain | 2025 | |
| Bank loans | 19,421,978 | 240,698 | (2,113,642) | 1,850,611 | 82,523 | (1,776,680) | 17,705,488 |
| 1 January | Financing | Financing | Foreign exchange | Other | Monetary | 31 December | |
| 2024 | cash inflows | cash outflows | loss | changes | gain | 2024 | |
| Bank loans | 29,971,660 | 278,642 | (1,554,281) | 1,785,149 | (248,962) | (3,932,162) | 26,300,046 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Equivalent of |
|||
|---|---|---|---|
| 31 March 2025 |
Thousands TRY |
Thousands USD |
Thousands EUR |
| 1. Trade receivables |
21,939 | 1 4 |
524 |
| 2. Monetary financial assets |
2,408,830 | 132 | 59,059 |
| 3. Non monetary financial assets |
997 | 2 4 |
2 |
| 4. CURRENT ASSETS |
2,431,766 | 170 | 59,585 |
| financial 5. Monetary assets |
- | - | - |
| monetary financial 6. Non assets |
- | - | - |
| 7.NON CURRENT ASSETS |
- | - | - |
| 8.TOTAL ASSETS |
2,431,766 | 170 | 59,585 |
| 9.Trade payables |
(58,312) | (514) | (956) |
| 10.Financial liabilities |
(2,510,020) | - | (61,668) |
| 11.Non monetary financial liabilities |
- | - | - |
| 12.Non monetary other liabilities |
(6,302) | (45) | (113) |
| 13.CURRENT LIABILITIES |
(2,574,634) | (559) | (62,737) |
| 14.Trade payables |
- | - | - |
| 15.Financial liabilities |
(15,044,006) | - | (369,614) |
| 16.Non monetary financial liabilities |
(2,569,734) | (5,184) | (58,325) |
| 17.Non monetary other liabilities |
(5,125) | (41) | (88) |
| 18.NON CURRENT LIABILITIES |
(17,618,865) | (5,225) | (428,027) |
| 19.TOTAL LIABILITIES |
(20,193,499) | (5,784) | (490,764) |
| 20. foreign currency assets/ (liabilities) position Net |
(17,761,733) | (5,614) | (431,179) |
| items net foreign currency assets/(liabilities) 21. Monetary |
|||
| position (1+2+5+9+10+11+14+15+16) |
(17,751,303) | (5,552) | (430,980) |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Equivalent of |
|||
|---|---|---|---|
| 31 December 2024 |
Thousands TRY |
Thousands USD |
Thousands EUR |
| 1. Trade receivables |
21,716 | 1 5 |
522 |
| 2. Monetary financial assets |
2,934,412 | 201 | 72,371 |
| 3. Non monetary financial assets |
398,667 | 109 | 9,754 |
| 4. CURRENT ASSETS |
3,354,795 | 325 | 82,647 |
| 5. Monetary financial assets |
- | - | - |
| 6. Non monetary financial assets |
- | - | - |
| 7.NON CURRENT ASSETS |
- | - | - |
| 8.TOTAL ASSETS |
3,354,795 - |
325 | 82,647 |
| 9.Trade payables |
(103,626) | (682) | (1,855) |
| 10.Financial liabilities |
(3,397,983) | - | (84,027) |
| 11.Non monetary financial liabilities |
(725,360) | - | (17,937) |
| 12.Non monetary other liabilities |
(39,841) | (51) | (936) |
| 13.CURRENT LIABILITIES |
(4,266,810) | (733) | (104,755) |
| 14.Trade payables |
- | - | - |
| 15.Financial liabilities |
(15,441,002) | - | (381,832) |
| 16.Non monetary financial liabilities |
(1,844,206) | (5,063) | (40,750) |
| 17.Non monetary other liabilities |
(15,928) | (162) | (238) |
| 18.NON CURRENT LIABILITIES |
(17,301,136) | (5,225) | (422,820) |
| 19.TOTAL LIABILITIES |
(21,567,946) | (5,958) | (527,575) |
| 20. Net foreign currency assets/ (liabilities) position |
(18,213,151) | (5,633) | (444,928) |
| 21. Monetary items net foreign currency assets/(liabilities) |
|||
| position (1+2+5+9+10+11+14+15+16) |
(18,556,049) | (5,529) | (453,508) |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The Group is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar and Euro.
The following table details the Group's sensitivity to a 20% (2024:20%) increase and decrease in the US Dollars and Euro. 20% (2024: %20) is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 20% (2024: 20%) change in foreign currency rates. The sensitivity analysis includes external loans within the Group where the denomination of the loan is in a currency other than the currency of the lender or the borrower.
A positive number indicates an increase in profit or loss.
| 31 March 2025 Profit / (Loss) |
||||
|---|---|---|---|---|
| Appreciation of foreign currencies |
Depreciation of foreign currencies |
|||
| If US Dollars 20% appreciated vs TRY | ||||
| US Dollars net assets/ (liabilities) | (41,935) | 41,935 | ||
| If EUR 20% appreciated vs TRY | ||||
| Euro net assets/ (liabilities) | (3,508,341) | 3,508,341 | ||
| TOTAL | (3,550,276) | 3,550,276 | ||
| 31 December 2024 | ||||
| Profit / (Loss) | ||||
| Appreciation of | Depreciation of | |||
| foreign currencies | foreign currencies | |||
| If US Dollars 20% appreciated vs TRY | ||||
| US Dollars net assets/ (liabilities) | (35,674) | 35,674 | ||
| If EUR 20% appreciated vs TRY | ||||
| Euro net assets/ (liabilities) | (3,156,624) | 3,156,624 | ||
| TOTAL | (3,192,298) | 3,192,298 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The approval for the merger of Göksu Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret Anonim Şirketi, Mel 2 Gayrimenkul Geliştirme Yatırım İnşaat ve Ticaret Anonim Şirketi, and Mel 4 Gayrimenkul Geliştirme Yatırım İnşaat ve Ticaret Anonim Şirketi, all of which are 100% subsidiaries of the Company, with all of their assets and liabilities, into the Company under a simplified procedure has been obtained from the Capital Markets Board (CMB) on April 18, 2025. The procedures for the registration of the merger have been initiated.
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Cash on hand | 103 | 110 |
| Demand deposits | 427,427 | 990,035 |
| Time deposits | 2,474,565 | 2,957,763 |
| 2,902,095 | 3,947,908 |
As of 31 March 2025, there are no blocked deposits (31 December 2024: None).
As of 31 March 2025, and 31 December 2024, the details of time deposits are as follows:
| Currency | Range of interest | Maturity | Currency | 31 March |
|---|---|---|---|---|
| type | rate % | date | amount | 2025 |
| EUR | 0-2.40 | April 2025 | 49,027 | 1,995,495 |
| TRY | 33-42.5 | April 2025 | 457,442 | 457,442 |
| TRY | 44-45.5 | June 2025 | 19,947 | 19,947 |
| USD | 2,25-2.3 | April 2025 | 4 5 | 1,681 |
| 2,474,565 | ||||
| Currency | Range of interest | Maturity | Currency | 31 December |
| type | rate % | date | amount | 2024 |
| EUR | 0-4.55 | January 2025 | 51,102 | 2,066,516 |
| TRY | 40-50 | January 2025 | 806,188 | 887,290 |
| USD | 0-0.05 | January 2025 | 102 | 3,957 |
| 2,957,763 |
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Non-Monetary Items | |
|---|---|
| Statement of Financial Position Items | 31 March 2025 |
| Inventories | 283,046 |
| Investments accounted for using theeEquity method | 9,701,828 |
| Investments in associates | 3,199,040 |
| Property, plant and equipment | 102,312 |
| Other liabilities | 351,795 |
| Deferred tax liability | (995,328) |
| Paid-in capital | (3,394,816) |
| Share premiums | (1,261,418) |
| Restricted reserves | (66,301) |
| Remeasurement losses on defined benefit plans | 1,218 |
| Prior Years' losses | (5,856,309) |
| Profit or Loss Statement Items | |
| Revenue | (61,537) |
| Cost of sales | 21,417 |
| Marketing expenses | 412 |
| General and administrative expenses | 3,115 |
| Income from investment activities | (25) |
| Other income from main operations | (51,830) |
| Other expense from main operations | 1,522 |
| Financing expenses | 99,596 |
| NET MONETARY POSITION GAINS | 2,077,737 |
………..……..
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