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PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.
Quarterly Report • May 6, 2025
9057_rns_2025-05-06_2ccb0512-158b-4ecb-95df-ba9117ef783d.pdf
Quarterly Report
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PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.
CONVENIENCE TRANSLATION INTO ENGLISH OF THE 01.01.2025 - 31.03.2025 INTERIM REPORT
TABLE OF CONTENTS
| 1. | GENERAL INFORMATION, CAPITAL AND SHAREHOLDERS STRUCTURE 2 | |
|---|---|---|
| 2. | BOARD OF DIRECTORS AND SENIOR EXECUTIVES3 | |
| 3. | SECTORAL DEVELOPMENTS AND ACTIVITIES IN THE REPORTING PERIOD 3 | |
| 4. | EVENTS AFTER THE REPORTING PERIOD4 | |
| 5. | SUMMARY OF FINANCIAL INDICATORS 4-5 | |
| 6. | ADMINISTRATIVE, LEGAL AND OTHER OPERATIONAL ISSUES 5 |
1. GENERAL INFORMATION, CAPITAL AND SHAREHOLDERS STRUCTURE
| Reporting Period | : 01.01.2025 – 31.03.2025 |
|---|---|
| Trade Name | : Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. |
| Trade Registration Number | : 492652 |
| Head Office Address | : Dudullu Organize Sanayi Bölgesi 4. Cadde No : 1 34775 Ümraniye/İSTANBUL |
| Phone Number | : (0216) 528 00 00 |
| Fax Number | : (0216) 415 23 69 |
| E-mail Address | : [email protected], [email protected] |
| Website | : www.penta.com.tr, yatirimci.penta.com.tr |
Principal activities of Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. ("Penta Teknoloji" or the "Company") are distribution of computer, hardware and software goods. The Company purchases the trade goods from domestic and foreign suppliers and distributes them mostly to its domestic customers via its sales network. Total number of the Company's employees is 357 as of March 31, 2025.
The capital and shareholder structure as of 31.03.2025 is given below. Group A shares, held by Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş. ("Gözde GSYO A.Ş.") are privileged shares and their only privilege is the privilege of nominating candidates for members of the Board of Directors.
| Shareholder | Share Group |
Share Capital (TL) |
Share Capital (%) |
|---|---|---|---|
| A | 106.418.079 | 27,04 | |
| Gözde GSYO A.Ş. | B | 20.335.752 | 5,17 |
| Mustafa Ergün | B | 38.377.971 | 9,75 |
| Mürsel Özçelik | B | 26.780.000 | 6,81 |
| Sinan Güçlü | B | 26.734.492 | 6,79 |
| Bülent Koray Aksoy | B | 25.999.940 | 6,61 |
| Other | B | 148.869.766 | 37,83 |
| Total Capital | 393.516.000 | 100,00 |
The details of subsidiaries are given below.
| Subsidiary Name | Place of Incorporation and Operation |
Proportion of Ownership |
|---|---|---|
| Commonwealth Finance Investment Ltd. | British Virgin Islands | 100,00% |
| Penta International B.V. | Netherlands | 100,00% |
2. BOARD OF DIRECTORS AND SENIOR EXECUTIVES
The Company is represented and managed by a 6-member Board of Directors, determined by the General Assembly. Most of the Board Members are non-executive members. Only one member is an executive member. Non-executive Board Members do not have any administrative duties in the Company, other than their Board memberships, and do not interfere in the Company's daily work flow and ordinary operations.
Members of the Board of Directors:
| Name | Title |
|---|---|
| Mehmet TÜTÜNCÜ | Chairman of the Board of Directors |
| Ali ÜLKER (*) | Vice Chairman of the Board of Directors |
| Mürsel ÖZÇELİK | Executive Member of the Board of Directors |
| Erman KALKANDELEN | Member of the Board of Directors |
| Aytaç Saniye MUTLUGÜLLER | Independent Member of the Board of Directors |
| Fatma Pınar ILGAZ | Independent Member of the Board of Directors |
(*) Mr. Ali Ülker, Deputy Chairman of the Board of Directors of our Company, resigned from his duties as Deputy Chairman of the Board of Directors and Board Member in our Company as of April 28, 2025.
Authorization and Limitations of the Members of the Board of Directors:
In accordance with the Turkish Commercial Code ("TCC"), the Capital Markets Board regulations and the provisions of the Articles of Association; the Board of Directors is authorized to take all decisions except those that fall within the jurisdiction of the General Assembly.
However, if such matters fall within the scope of a significant transaction pursuant to the Capital Markets Board's Corporate Governance Principles regulation, action is taken within the framework required by the aforementioned regulation. The Corporate Governance Principles, which are mandatory to be implemented by the Capital Markets Board, are complied with.
Top Management of the Company:
| Name | Title |
|---|---|
| Mehmet Fatih ERÜNSAL | General Manager |
| Eren MANTAŞ | Chief Financial Officer |
| Yasemin BUDAK | Digital Transformation and Operations Director |
| Bülent KÖKEN | Sales Director |
| Arda SERİM | Business Development and Marketing Director |
3. SECTORAL DEVELOPMENTS AND ACTIVITIES IN THE REPORTING PERIOD
In the first quarter of 2025, net sales declined by approximately 2% in USD terms compared to the same period of the previous year, while net sales in TRY terms increased by approximately 15% compared to the same period of the previous year due to the increase in exchange rates.
4. EVENTS AFTER THE REPORTING PERIOD
Mr. Ali Ülker, Deputy Chairman of the Board of Directors of our Company, resigned from his duties as Deputy Chairman of the Board of Directors and Board Member in our Company as of April 28, 2025. It was decided on May 6, 2025 to appoint Mr. Fahrettin Günalp Ertik as a Member of the Board of Directors to complete the term of office of Mr. Ali Ülker, who resigned from the Board of Directors on April 28, 2025, and to be approved at the first general assembly meeting. It was also decided that Mr. Mehmet Tütüncü to be appointed as the Chairman of the Board of Directors and Mr. Mürsel Özçelik as Vice Chairman of the Board of Directors of our Company.
5. SUMMARY OF FINANCIAL INDICATORS
Consolidated Balance Sheet as of 31 March 2025:
| (Turkish Lira) | (Turkish Lira) | (US Dollar) | (US Dollar) | |
|---|---|---|---|---|
| 31.03.2025 | 31.12.2024 | 31.03.2025 | 31.12.2024 | |
| Current Assets | 10.417.571.726 | 9.307.345.898 | 275.848.172 | 263.811.416 |
| Non-Current Assets | 511.662.095 | 464.532.252 | 13.548.364 | 13.166.902 |
| TOTAL ASSETS | 10.929.233.821 | 9.771.878.150 | 289.396.536 | 276.978.318 |
| 31.03.2025 | 31.12.2024 | 31.03.2025 | 31.12.2024 | |
| Current Liabilities | 7.096.852.599 | 6.218.864.125 | 187.918.439 | 176.270.160 |
| Non-Current Liabilities | 152.743.385 | 150.569.688 | 4.044.511 | 4.267.812 |
| Equity | 3.679.637.837 | 3.402.444.337 | 97.433.586 | 96.440.346 |
| TOTAL LIABILITIES AND EQUITY | 10.929.233.821 | 9.771.878.150 | 289.396.536 | 276.978.318 |
Consolidated Income Statement as of 1 January – 31 March 2025:
| (Turkish Lira) | (Turkish Lira) | (US Dollar) | (US Dollar) | |
|---|---|---|---|---|
| 01.01.2025 - | 01.01.2024 - | 01.01.2025 - | 01.01.2024 - | |
| 31.03.2025 | 31.03.2024 | 31.03.2025 | 31.03.2024 | |
| Revenue | 6.928.297.799 | 6.031.056.309 | 191.652.037 | 195.407.475 |
| Cost of Sales (-) | (6.421.571.098) | (5.596.188.042) | (177.634.856) | (181.317.653) |
| GROSS PROFIT | 506.726.701 | 434.868.267 | 14.017.181 | 14.089.822 |
| General Administrative Expenses (-) | (99.149.304) | (62.203.275) | (2.742.689) | (2.015.399) |
| Marketing, Sales and Distribution Expenses (-) | (164.053.624) | (124.802.072) | (4.538.086) | (4.043.613) |
| Other Income From Operating Activities | 4.400.408 | 1.300.146 | 121.725 | 42.125 |
| Other Expenses From Operating Activities (-) | (33.891.145) | (72.038.767) | (937.504) | (2.334.071) |
| OPERATING PROFIT | 214.033.036 | 177.124.299 | 5.920.627 | 5.738.864 |
| Income From Investing Activities | 5.928.015 | 17.013.008 | 163.982 | 551.225 |
| Finance Income | - | 74.074 | - | 2.400 |
| Finance Expenses (-) | (118.635.020) | (109.973.031) | (3.281.707) | (3.563.149) |
| PROFIT BEFORE TAX | 101.326.031 | 84.238.350 | 2.802.902 | 2.729.340 |
| Tax Expense From Continuing Operations (-) | (65.420.005) | (21.449.647) | (1.809.662) | (694.973) |
| Current Tax Expense (-) | (82.457.436) | (28.364.201) | (2.280.955) | (919.006) |
| Deferred Tax Income / (Expense) | 17.037.431 | 6.914.554 | 471.293 | 224.033 |
| PROFIT FOR THE YEAR | 35.906.026 | 62.788.703 | 993.240 | 2.034.367 |
5. SUMMARY OF FINANCIAL INDICATORS (CONT'D)
Financial Ratios:
| (Turkish Lira) | (Turkish Lira) | |
|---|---|---|
| 31.03.2025 | 31.03.2024 | |
| Gross Profit Margin (%) | 7,3% | 7,2% |
| Operating Profit Margin (%) (*) | 3,5% | 4,1% |
| Net Profit Margin (%) | 0,5% | 1,0% |
| EBITDA Margin (%) | 3,8% | 4,3% |
(*) Before other income / expenses from operations.
6. ADMINISTRATIVE, LEGAL AND OTHER OPERATIONAL ISSUES
Related Party Transactions:
The amount of the sales and purchase transactions of the Company with the related parties is less than 1% of the Company's total sales. Details of transactions with related parties are included in note 4 of the independently audited consolidated financial statements report as of March 31, 2025.
Compensation of Key Management Personnel:
The key management personnel of the Company consist of board members, the general manager and the directors. The sum of wages and similar benefits paid to top management as of March 31, 2025 is TL 24.301.230.
Donations and Grants:
The amount of donations made as of 31 March 2025 is TL 9.478.510.
Other Issues:
No material lawsuits were filed against the Company during the period. There are no administrative and/or judicial sanctions against the Company and the members of the management. There has been no transaction or competition situation that may cause a conflict of interest with the company or its subsidiaries, of the shareholders holding the management dominance, the Members of the Board of Directors, senior managers and their spouses and close relatives including relatives-in-law up to the second degree.
