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TAB GIDA SANAYİ VE TİCARET A.Ş.

Interim / Quarterly Report Apr 29, 2025

8887_rns_2025-04-29_47025c0c-5a47-4834-9fe8-deb56e7daf6b.pdf

Interim / Quarterly Report

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TAB GIDA SANAYİ VE TİCARET ANONİM ŞİRKETİ

BOARD OF DIRECTORS

01.01.2025 – 31.03.2025 PERIOD

INTERIM REPORT

TABLE OF CONTENTS

Report Period
3
TAB Gıda and Areas of Activity in Brief
4
Information about Food Service Market

4
Capital and Shareholding Structure
5
Information on Associates / Subsidiaries and Ownership Ratios
6
Organization Chart
6
Board of Directors, Committees and Senior Management
7
Human Resources

13
Research and Development Activities

13
Company Activities and Important Developments Related to Operations
13
Summary Financial Information

16
Risks and Assessment of the Governing Body

17
Additional Information as Parent Company in a Group of Companies

19
Other Matters

19

The accounting period to which the report relates is 1 January 2025 – 31 March 2025. Report date: 29.04.2025

Company
Information
Trade
Name
: TAB
Gıda
Sanayi
ve
Ticaret
Anonim
Şirketi
Year
/
Place
of
Registration
: 1994
/
Istanbul
Trade
Registry
Number
: 316680
Central
Registration
System
(MERSIS)
Number
: 0815003790200094
Issued
Capital
: 261,292,000
TL
Registered
Capital
Ceiling
: TL
1,100,000,000
Center
Address
: Dikilitaş,
Emirhan
Cd.
No:109,
Kat:2-3
34349
Beşiktaş/Istanbul
Website : www.tabgida.com.tr
E-mail : [email protected]
Contact
Information
: Telephone
No:
0
(212)
310
66
00,
Fax
No:
0
(212)
236
56
45
Branch
Information
As
of
31.03.2025,
the
Company
has
a
total
of
1,854
restaurants,
1,009 of
which
are
operated
by
TAB
Gıda
and
845 by
franchisees.

TAB Gıda and Areas of Activity in Brief

TAB Gıda has been operating uninterruptedly since 1994 to contribute to the development of the QSR industry in Türkiye, bringing globally-recognized brands to consumers in the country, as well as making high-quality local flavors accessible to all through its own established brands.

1995: TAB Gıda gained momentum in 1995 after acquiring the master franchise rights of the globally renowned fast food chain Burger King® and bringing this legendary brand to Turkey for enthusiasts to enjoy. Burger King® has shortly become the go-to address for high-quality and affordable menus, enlarged its fan-base and expanded its restaurant chain throughout the country. As one of the leaders in Turkey's QSR industry, today Burger King serves its recipes at more than 750 restaurants all around the country.

2006: Having successfully established Burger King® as one of Turkey's most beloved brands, TAB Gıda subsequently introduced the world-famous Italian restaurant chain, Sbarro® to the country. Sbarro quickly gained popularity among Turkish consumers, and it currently brings a taste of Naples at 130 restaurants nationwide.

2007: TAB Gıda brought Popeyes®, one of world's most recognized quick service restaurant chains offering original Louisiana recipes, to Turkey. Consumers in Turkey embraced the crispy and freshly served flavors of Popeyes®. Today, Popeyes® serves at over 350 locations across the country.

2010: Arby's®, home to extraordinary and hearty food, began serving its delicious flavors to customers in Turkey under TAB Gıda' assurance. Arby's® has since become the preferred destination for meat lovers, offering the most special form of roasted beef and a wide range of unique products to its fans at nearly 130 restaurants.

2013: TAB Gıda leveraged its two decades of experience in the QSR industry to establish Usta Dönerci®, Turkey's premier döner restaurant chain. Usta Dönerci® brings together the best of traditional food with the quick service restaurant experience consumers demand today, and uphold its motto of "delicious meat from reliable sources, fast service, affordable prices" at over 160 locations throughout the country.

2019: TAB Gıda established it's second brand Usta Pideci® to offer delicious pide selections and delicatessen products for local food enthusiasts to enjoy with ease of mind.

2022: TAB Gıda continued expanding its global brand portfolio by adding Subway®, one of world's most recognized quick-service restaurant chains. With the backing of TAB Gıda's 25 years of experience, Subway® fans in Turkey enjoy the chain's freshly made sandwiches, wraps, and salads at over 80 locations throughout the country.

Information about Food Service Market

In the report shared by Deloitte in February 2023, the Turkish Food Service Sector consists of Full-Service Restaurants, Cafes and Bars, Fast Food / Home Delivery, Self-service cafeterias, buffets and kiosks.

Full-Service Restaurants (40%) FSR (full service restaurant) includes all establishments where the focus is on seated dining. They have higher food quality and table service than other types of service.

The category Cafés and Bars (26%) covers all establishments where the focus is on drinking (alcoholic or non-alcoholic beverages). While a wide range of snacks and meals are offered, it is common for consumers to order only drinks.

The Fast Food / Home Delivery (25%) category includes quick service restaurants, fast food and home delivery establishments. These establishments offer menus limited to items that can be prepared quickly. They tend to specialize in one or two main dishes such as hamburgers, pizza or chicken, but usually also offer drinks, salads, ice cream, desserts, etc.

Self-Service Cafeterias (4%) are establishments with no or very limited service staff. There is no service at the table, but counters where customers can choose the food they want and put it on their trays.

Buffets and Kiosks (5%) are small food service providers offering a limited range of products at low prices.

According to the category classification in this report, TAB Gıda is in the Fast Food / Home Delivery category in the food and beverage sector. This category accounts for 25% of the total food service market.

Fast food/home delivery restaurants appear to have an advantage in having home delivery systems already in place during COVID-19, when branches were only allowed to offer home delivery services. The continued expansion of fast food restaurants, growing consumer demand for cheap dining alternatives, and a young population positively impact the performance of fast food/home delivery restaurants and buffets and kiosks.

Capital and Shareholding Structure

31
March 2025
Company Name Share
(%)
TL
TFI
TAB
Gıda
Yatırımları
A.Ş.
79.91% 208,792,000
Publicly
traded
20.09% 52,500,000
TOTAL 100.00% 261,292,000

The shareholder structure of the Company as of 31.03.2025 is shown below:

Changes in Capital and Shareholder Structure during the Period

There has been no change in the capital structure of the Company for the period 01.01.2025 - 31.03.2025.

Explanations on the Company's privileged shares and voting rights of the shares:

As of 31 March 2025, TFI TAB Gıda Yatırımları A.Ş. is the only shareholder whose direct share in the Company's share capital and voting rights is above 5%. TFI TAB Gıda Yatırımları A.Ş. owns 79.91% of the Company's shares, consisting of 40,000,000 Group (A) shares and 168,792,000 Group (B) shares. Group (A) shareholders have the privilege to nominate candidates to the board of directors and to vote in the general assembly. Group B shares do not have any privileges.

Privilege to Nominate Candidates to the Board of Directors

Pursuant to Article 11 of the Company's Articles of Association titled "Board of Directors", Group (A) privileged shareholders have the privilege to nominate half of the number of board members.

Voting Privilege

Pursuant to Article 16 of the Company's Articles of Association titled "Meeting and Resolution Quorum and Voting Rights at General Assembly Meetings"; Group (A) privileged shareholders have 5 (five) voting rights at General Assembly meetings.

Information on Associates / Subsidiaries and Ownership Ratios

Information on the Company's direct or indirect subsidiaries / affiliates and their shareholding rates, information on the shares of transactions subject to consolidation in the parent company's capital:

Trade
Name
Capital Share
Capital
Owned
(%)
Owned
Capital
Field
of
Activity
TAB
Georgia
LLC
10,000
GEL
100% 10,000
GEL
Quick
Service
Restaurants
TAB
Limited
Makedonija
Dooel
Petrovec
419,256
MKD
100% 419,256
MKD
Quick
Service
Restaurants

Information on the Company's subsidiaries and foreign branches is as follows

GEL: Georgian Lari

MKD: Macedonian Denar

Organization Chart

Board of Directors, Committees and Senior Management

Operating Principles of the Board of Directors

The members of the Board of Directors were elected at the General Assembly dated 29 December 2023 for a term of 3 years. The members of the Board of Directors and the start and end of their terms of office are determined at the ordinary general assembly meeting. The Board of Directors conducts its activities in a transparent, accountable, fair and responsible manner. The Board of Directors convenes as often as it can effectively fulfill its duties. In 2023, the Board of Directors adopted a total of 279 resolutions.

The Company's Articles of Association, the provisions of the Turkish Commercial Code and the regulations of the Capital Markets Board shall be complied with respect to the meeting format, meeting and decision quorums, voting, duties and authorities of the Board of Directors.

Independent Board Members were elected to serve for 3 years at the first General Assembly dated 29 December 2023 after the public offering. No loss of independence has occurred during the relevant activity period.

Structure and Composition of the Board of Directors

At the 2022 Ordinary General Assembly Meeting held on 29 December 2023, in order to comply with the Corporate Governance Communiqué, it was decided that the Company's Board of Directors would consist of 6 members and the members of the Board of Directors were elected to serve for 3 years as stated above.

Name Executive /
Non-executive
Independence
Status
General Assembly at which
he/she was appointed
Term Duties in the Board of Directors and Committees
Erhan KURDOĞLU Non-executive Not Independent
Member
29.12.2023 3 Years Chairman of the Board of Directors
Korhan KURDOĞLU Non-executive Not Independent
Member
29.12.2023 3 Years Vice Chairman of the Board of Directors
Recep Caner DİKİCİ Non-executive Not Independent
Member
29.12.2023 3 Years Board Member, Corporate Governance Committee
Member, Early Detection of Risk Committee Member
Muhammed Furkan ÜNAL Non-executive Not Independent
Member
29.12.2023 3 Years Board Member, Corporate Governance Committee
Member, Early Detection of Risk Committee Member
Halil Doğan BOLAK Non-executive Independent
Member
29.12.2023 3 Years Board Member, Chairman of the Audit Committee,
Chairman of the Early Detection of Risk Committee
Ayşe Ayşin IŞIKGECE Non-executive Independent
Member
29.12.2023 3 Years Board Member, Chairman of the Corporate Governance
Committee, Member of the Audit Committee

Erhan KURDOĞLU (Chairman of the Board)

Erhan Kurdoğlu is the Chairman of the Board of Directors, Founding Member and Chairman of the Board of Directors of TFI TAB Gıda. In 1987, Mr. Kurdoğlu joined Ata İnşaat San. ve Tic. A.Ş. and founded Ekur İnşaat Sanayi ve Ticaret A.Ş. in 1993. Following the establishment of TAB Gıda in 1994, the Company acquired the master franchise rights of Burger King in Türkiye in 1995. Mr. Kurdoğlu holds a degree in Civil Engineering from the University of Miami. Other companies he has worked for include Atakey Patates Gıda Sanayi Tic. A.Ş., Reklam Üssü Reklam Ajansı Prodüksiyon Danışmanlık Organizasyon Sanayi Ve Dış Ticaret A.Ş., Fasdat Gıda Dağıtım Sanayi Ve Ticaret A.Ş., Ekur Et Entegre Sanayi Ve Ticaret A.Ş., Ekmek Unlu Gıda Sanayi Ve Ticaret Anonim Şirketi, TFI Tab Gıda - Mes Mutfak Ekip. San ve Serv. Hizm. Tic. A.Ş., Ata Portföy Yönetimi A.Ş. Işık Ata Turizm ve Tic. A.Ş., Ata GYO A.Ş. - Ekur İnşaat San ve Tic. A.Ş., Ata Holding A.Ş., Atp Ticari Bilgisayar Ağı ve Elektrik Güç Kaynakları Üretim Pazarlama ve Tic. A.Ş., Ata Gayrimenkul Geliştirme Yat. A.Ş., Bedela İnşaat ve Tic A.Ş. - Entegre Harç San A.Ş., Donna Giyim San. A.Ş., Seri İnşaat ve Tic. A.Ş.,

AtaSancak A.Ş., Kurdoğlu Construction Tur. Tic. A.Ş., - İzmir Enternasyonel Otelcilik A.Ş. -Ata İnşaat San ve Tic. A.Ş., Ata Express, Fasdat Sebze, Yamata İnşaat Sanayi Ve Ticaret Anonim Şirketi, TFI Asia Holdings Coöperatief U.A - TFI Asia Holdings B.V.

Korhan KURDOĞLU (Vice Chairman)

Korhan Kurdoğlu serves as Vice Chairman of the Board of Directors. He is a Founding Member and Co-Founder of TFI TAB Gıda. Mr. Kurdoğlu is the Chairman of the Türkiye - China Business Council of the Foreign Economic Relations Board of Türkiye and the Chairman of the China Network of the Turkish Industrialists' and Businessmen's Association (TÜSİAD). In 1987, Korhan Kurdoğlu graduated from the University of Miami with a degree in Civil Engineering and received his master's degree in International Relations from Columbia University. Other companies he has worked for are Ata Holding A.Ş., Atp Ticari Bilgisayar Ağı ve Elektrik ve Güç Kaynakları Üretim Pazarlama ve Ticaret Anonim Şirketi, Ata Gayrimenul Geliştirme Yatırım ve İnşaat Anonim Şirketi, Entegre Harç Sanayi ve Ticaret A.Ş., Ata İnşaat San ve Tic. A.Ş., Ata Express Elektronik İletişim Tanitim Pazarlama Dağitim Sanayi Ve Ticaret Anonim Şirketi, Arbeta Turizm Organizasyon Ve Ticaret A.Ş., Yamata İnşaat Sanayi Ve Ticaret Anonim Şirketi, Bedela İnşaat ve Tic A.Ş., Entegre Harç Sanayi ve Ticaret A.Ş., Donna Giyim Sanayi ve Ticaret A.Ş., Seri İnşaat ve Tic. A.Ş., Kurdoğlu İnşaat Turizm Ticaret Anonim Şirketi, İzmir Enternasyonel Otelcilik A.Ş., Ata İnşaat San ve Tic. A.Ş., Işık Ata Turizm ve Ticaret Anonim Şirketi, Ata Gayrimenkul Yatırım Ortaklığı Anonim Şirketi, Atakey Patates Gıda Sanayi Tic. A.Ş., Reklam Üssü Reklam Ajansı Prodüksiyon Danışmanlık Organizasyon Sanayi Ve Dış Ticaret A.Ş., Fasdat Gıda Dağıtım Sanayi Ve Ticaret A.Ş., Ekur Et Entegre Sanayi Ve Ticaret A.Ş., Ekmek Unlu Gida Sanayi Ve Ticaret Anonim Şirketi, TFI Tab Gıda Yatırımları Anonim Şirketi, Fasdat Sebze Doğrama Ambalaj Sanayi Ve Ticaret Anonim Şirketi, Ekur İnşaat San ve Tic. A.Ş., Mes Mutfak Ekip. San. and Serv. Hizm. Tic. A.Ş, TFI Asia Holdings Coöperatief U.A.

Recep Caner DİKİCİ (Board Member)

Recep Caner Dikici has been serving as a Board Member since April 2023, after serving as TAB Gıda CEO between 2004 and 2023. Prior to joining TAB Gıda, Mr. Dikici was the founder of KOÇ-ATA Farm and previously managed Ata İnşaat sawmill operations. Recep Caner Dikici holds a Bachelor's degree in Electrical and Electronics Engineering from Middle East Technical University and a Master's degree in Electronics Engineering from Michigan Technological University. He also holds an associate degree in Agriculture from Eskişehir Anadolu University and an associate degree in Gastronomy from the same university. In addition to his duties at TAB Gıda, Mr. Dikici is a Board Member at TFI TAB Gıda Yatırımları A.Ş., and a Board Member at AtaSancak A.Ş.

Muhammed Furkan ÜNAL (Board Member)

Furkan Ünal has been a member of TAB Gıda Board of Directors since April 2023. He has also been serving as Group CFO at TFI TAB Gıda since December 2022. Prior to his position at TFI TAB Gıda, Furkan Ünal served as CFO at Kardemir for 5 years, Assistant General Manager in charge of Corporate Finance and Investments and Executive Board Member at AktifBank, and Chief Advisor to the Board of Directors at TAIB Bank, a subsidiary of Dubai Group. Mr. Ünal is currently an Independent Board Member at two different banks in Kazakhstan and Albania and an Advisory Board Member at a company listed on the US NASDAQ stock exchange. After completing his engineering degree, Furkan Ünal received his MBA-Finance master's degree from Bilgi University and continues his doctoral studies at the same university.

Halil Doğan BOLAK (Independent Board Member)

Halil Doğan Bolak joined TAB Gıda as an Independent Board Member in December 2023. A 1979 graduate of Istanbul Robert College High School, Halil Doğan Bolak received his Bachelor's degree in Physical Optics Engineering from the Institute of Optics, School of Engineering and Applied Sciences, University of Rochester in 1983, and graduated from the Simon School of Business, University of Rochester in 1985 with

a "Beta Gamma Sigma" MBA degree in Quantitative Finance and Management Information Systems. Between 1985 and 1999, Mr. Bolak served in various technical, operational and general management positions as a third-generation family member in the family-owned Türkpetrol Group. Mr. Bolak worked during the growth period of a leading securities and banking software producer in Türkiye and served as its General Manager for a period. From 2013 to 2023, Mr. Bolak was the co-founder and CTO of Invstr, a London, UK-based retail investment services fintech. From 2013 to 2016, Mr. Bolak was a Senior Advisor in M&A at Mediobanca S.p.A., a leading investment bank in Italy, and is currently the co-founder of B4YO (www.b4yocapital.com), an early-stage VC in Türkiye, targeting investments in startups where partners' experience, expertise and networks can be of significant benefit. B4YO manages a Turkish VC fund with more than 40 investors and has made seven investments to date. Mr. Bolak is a trustee of the Turkish Education Foundation and an executive trustee of the Türkpetrol Foundation. Bolak is married with three children and is a member of the Council Committee of Galatasaray Sports Club.

Ayşe Ayşin IŞIKGECE (Independent Board Member)

Ayşe Ayşin Işıkgece graduated from Hacettepe University, Faculty of Economics and Administrative Sciences, Department of Economics in 1990. She began her professional career in the retail sector in 1991. After working for five years at Gima A.Ş. in the Research, Planning, Coordination, and Food Purchasing departments, she continued her career at Metro Cash & Carry between 1996 and 2016, eventually rising to the position of Group Purchasing Director for Fresh Products.

In 2016, she joined CarrefourSA as an Executive Committee Member and Deputy General Manager responsible for Food Purchasing.

In 2018, Işıkgece was appointed as the General Manager and Chairperson of the Board of the General Directorate of Agricultural Enterprises (TİGEM). Between January 2021 and April 2022, she served as Deputy Minister at the Ministry of Agriculture and Forestry.

Throughout her career, Işıkgece has developed numerous projects to raise awareness about protecting local and regional products, preserving them for future generations, and supporting sustainable agriculture.

She currently continues her professional journey as an Independent Board Member, Strategy Consultant, Mentor, and a Board Member of the Women on Board Association.

Işıkgece is married and has one child.

Board Committees

At the meeting of our Company's Board of Directors dated 24.01.2024;

  • To establish an Audit Committee, a Corporate Governance Committee and an Early Detection of Risk Committee within the scope of the Capital Markets Law No. 6362, the Turkish Commercial Code No. 6102, the Corporate Governance Communiqué (II-17.1) and the Corporate Governance Principles included in the said Communiqué and the provisions of other regulations of the Capital Markets Board,
  • To accept the working principles of the Audit Committee, Corporate Governance Committee and Early Detection of Risk Committee established within our Company as attached to this resolution,
  • Within the framework of the provisions of the Capital Markets Board's Corporate Governance Communiqué (II-17.1) ("Communiqué");

The Corporate Governance Committee to be composed of four members, the following members and the investor relations department manager to take part in the said committee, and the Corporate Governance Committee to fulfill the duties of the Nomination Committee and the Remuneration Committee as described in the Communiqué,

Chairperson
of
the
Corporate
Governance
Committee
Ayşe
Ayşin
IŞIKGECE
Independent
Board
Member
Corporate
Governance
Committee
Member
Recep
Caner
DİKİCİ
Board
Member
Corporate
Governance
Committee
Member
M.
Furkan
ÜNAL
Board
Member
Corporate
Governance
Committee
Member
Can
Kaya
ÖZTOPRAK
Investor
Relations
Department
Manager

The Audit Committee to be composed of two independent members of the Board of Directors and the following members to take part in the aforementioned committee,

Chairperson
of
the
Audit
Committee
Halil
Dogan
BOLAK
Independent
Board
Member
Audit Ayşe Independent
Committee Ayşin Board
Member IŞIKGECE Member

The Early Detection of Risk Committee to consist of three members and the following members to take part in the said committee,

Chairperson
of
the
Early
Detection
of
Risk
Committee
Halil
Dogan
BOLAK
Independent
Board
Member
Early
Detection
of
Risk
Committee
Member
Recep
Caner
DİKİCİ
Board
Member
Early
Detection
of
Risk
Committee
Member
M.
Furkan
ÜNAL
Board
Member

Corporate Governance Committee

The Corporate Governance Committee was established to determine whether the corporate governance principles are implemented in our Company, if not, to determine the reasons thereof and the conflicts of interest arising from the failure to fully comply with these principles, to make recommendations to the Board of Directors to improve corporate governance practices, and to oversee the work of the investor relations department.

To the extent possible in accordance with the Corporate Governance Principles, the Corporate Governance Committee will also fulfill the duties of the Nomination Committee and the Remuneration Committee, since a separate Nomination Committee and Remuneration Committee have not been established due to the structure of the Company's Board of Directors.

The Corporate Governance Committee convenes at least four times a year, at least once every three months, and the meeting results are recorded in minutes and submitted to the Board of Directors. The decisions of the Committee are advisory to the Board of Directors and the Board of Directors is the final decision-making authority on related matters.

Audit Committee

The Audit Committee was established to oversee the Company's accounting system, public disclosure of financial information, independent auditing and the design and effectiveness of the Company's internal control environment and internal audit department.

The Audit Committee convenes at least four times a year, at least quarterly, and the results of the meetings are recorded in minutes and submitted to the Board of Directors. The decisions of the Committee are advisory to the Board of Directors and the Board of Directors is the final decision-making authority on related matters.

The Committee ensures that the Board of Directors is informed about matters falling within its authority and responsibility.

Early Detection of Risk Committee

The company has designed a risk management governance and operating framework to actively manage risks within the enterprise's risk tolerance levels. The Early Detection of Risk Committee was established for the purpose of early detection of risks that may jeopardize the existence, development, and continuity of the Company, taking necessary measures against detected risks and managing the risks.

The Early Detection of Risk Committee convenes at least six times a year, at least once every two months, and the meeting results are recorded in minutes and submitted to the Board of Directors. The decisions of the Committee are advisory to the Board of Directors and the Board of Directors is the final decisionmaking authority on related matters.

The Committee ensures that the Board of Directors is informed about matters falling within its authority and responsibility.

Information on the Transactions of the Members of the Governing Body and Prohibition of Competition

The members of the Board of Directors do not have any transactions with the Company on their own behalf or on behalf of others, or any activities within the scope of the prohibition of competition.

Information on Senior Management:

The Group's senior management consists of 10 members and their details are given below.

Name
Surname
Title
Özgür
ÇETİNKAYA
General
Manager
in
charge
of
Finance,
Financial
Affairs,
Franchise,
and
Investor
Relations
Sinan
ÜNAL
General
Manager
Responsible
for
Marketing,
Quality
Assurance,
Takeaway
Services,
Corporate
Commercial
Relations,
and
Customer
Relations
Hamit
Gökhan
ASOK
General
Manager
Responsible
for
Field
Operations,
Family
Businesses,
Human
Resources,
Internal
Audit
and
Administrative
Affairs/Information
Technologies
Tarık
Mesut
YÜZBAŞ
Assistant
General
Manager
of
Operations
-
Burger
King
Cihan
BIÇAK
Assistant
General
Manager
of
Operations
-
Popeyes
Bedri KURDOĞLU Assistant General Manager

Real Estate and Franchise
Ufuk
ERHANOĞLU
Operations
Director
-
Sbarro,
Usta
Dönerci,
Usta
Pideci, Franchise-1
Restaurants
Caner
ALPASLAN
CMO (General
Manager
-
Reklam
Üssü
Reklam
Aj.Prd.Dan.Org.San.Ve
Dış
Tic.AŞ)
Tülay ERKUT Franchise-2 Restaurant
Operations Director
Mesut KARAARSLAN Operations Director –
Arby's

Financial Rights Provided to the Members of the Governing Body and Senior Executives

As of 31 March 2025, total remuneration and similar benefits provided to key management amounting to TL 50,990,779 (31 March 2024: TL 32,288,880).

Human Resources

Number of personnel, collective bargaining practices:

As of 31 March 2025, the number of employees of the Company is 16,563 and these employees are employed in the head office, restaurants operated by the Company and the Company's foreign operations. (31 December 2024: 16,092 people)

There is no collective bargaining.

Research and Development Activities

As part of its strategy, the Company focuses on product development activities. To this end, the Company conducts research, new product projects, improvement and development of existing products and differentiation activities. The Company determines new product ideas by closely following both its sector experience and global trends.

In addition, the company does not sponsor any research and development activities.

Company Activities and Important Developments Related to Operations

If an extraordinary general assembly meeting was held during the period, information on the extraordinary general assembly meeting, including the date of the meeting, the decisions taken at the meeting and the transactions made in relation to the meeting:

No such general assembly meeting took place.

Information on investments made by the Company in the related accounting period:

The breakdown of the Company's total capital expenditures for the period 01.01.2025 - 31.03.2025 is presented in the table below.

Investment
Type
31
March 2025
Amount
(TL)
Plant, machinery and equipment 74,048,587
Vehicles 1,307,607
Fixtures 127,658,717
Special costs 108,950,084
Intangible assets 41,987,023
Total 353,952,018

The entity's sources of financing and the nature and amount of capital market instruments issued, if any:

In addition to the sources generated from its operations, the Company utilizes a relatively small amount of loans as a source of external financing. In addition, the Company has realized a public offering in Borsa Istanbul in October 2023 and obtained public offering income of TL 3,635,506,875 through capital increase method.

Information on the Company's internal control system and internal audit activities and the opinion of the management body on this matter:

In the first 3 months of 2025, regular and cause-based inspections were carried out for a total of 399 restaurants. The necessary steps to resolve the critical issues identified as a result of these audits were meticulously taken and successfully concluded. In addition, 3 project works have been completed to improve the critical processes identified in the three months of 2025 and there are 5 ongoing projects in this field.

Information on corporate social responsibility activities related to social rights and vocational training of employees and other company activities that have social and environmental consequences

Corporate social responsibility activities related to the social rights and vocational training of the Company's employees and other Company activities that have social and environmental consequences are defined in the Social Compliance Policy, which is also published on our website.

With this Policy, it is aimed to commit that the principles adopted by Tab Gıda as corporate responsibility based on the rules and principles of the International Labor Organization (ILO) and the processes implemented based on these principles will be fulfilled together with all employees and third-party stakeholders.

The Policy aims to become a corporate culture; the Policy commits employees and third-party stakeholders to apply all rules arising from obligations and standards within the framework of the legislation, to comply with occupational health and safety rules, to be sensitive to the environment, to ensure open and honest communication between employees, and to create a workplace that is respected and valued. Within this framework, the Policy covers the following principles:

  • Fair Wage
  • Occupational Health and Safety
  • Working Hours and Forced Labor
  • Child Labor (Underage Workers)
  • Ethical Business Behavior
  • Right to Organize and Trade Unionization
  • Non-Discrimination
  • Environmental Protection
  • Employment Contract (Employer Contract)

Explanation on the Company's own shares acquired:

As part of the share buyback program launched on 9 October 2024, the Company bought back a total of TABGD shares with a nominal value of TL 192,845 as of 31 March 2025. The bought back shares correspond to 0.0738% of the Company's share capital.

Explanations on special and public audits conducted during the accounting period:

The Company has not been subject to special audit and public audit within the period 01.01.2025- 31.03.2025.

Information about the lawsuits filed against the Company that may affect the financial status and operations of the Company and their possible outcomes:

There are no lawsuits that may affect the financial status and activities of the Company.

Information on Related Party Transactions:

The Group enters into various transactions with related parties in the ordinary course of business. The Company has a number of operational and financial relationships with its related parties. Receivables and payables from related parties arising from operational activities generally arise from ordinary course of business. These transactions are as follows:

  • Purchases from related parties: TAB Gıda supplies meat, bread, fresh vegetables, and other fastfood products for its restaurants through Fasdat Gıda. It purchases machinery and equipment from MES Mutfak. Ekur provides construction, remodeling, renovation, and project drawing services for TAB Gıda restaurants prior to restaurant openings. Marketing, promotion, and advertising activities of TAB Gıda products are carried out by Reklam Üssü.
  • Commissions received from related parties: TAB Gıda receives royalties on the turnover of related party franchise restaurants at a predetermined fixed rate.
  • Other significant transactions with related parties: TAB Gıda receives information technology services related to cash registers in restaurants. In addition, the Group's information technology services and IT based transactions are provided by ATP Commercial Information Network and Elek. Power. Resources A.Ş. TAB Gıda's takeaway service is provided by Ata Express Elektronik İletişim Tanıtım Pazarlama Dağıtım San. ve Tic. A.Ş. Üründül Elektrik Enerjisi Toptan Satış A.Ş. provides electricity services for TAB Gıda restaurants. Ra Gıda Tur. San. Tic. Ltd. Şti. is a sub-franchisee related party of TAB Gıda.
  • Short-term non-trade receivables from related parties: Consists of money lending balances given by TAB Gıda to TFI TAB Gıda Yatırımları A.Ş.

Balances due from and due to related parties will be settled in cash and no collateral has been received or given. There is no provision for doubtful receivables in the current year for receivables from related parties.

Explanation on administrative or judicial sanctions imposed on the company and members of the management body due to practices contrary to the provisions of the legislation:

None.

Donations and Grants:

For the period 01.01.2025 – 31.03.2025, the total amount of donations and grants made amounted to TL 13,500.

Information on cross shareholdings in which the direct participation rate exceeds 5%:

We do not have any cross-shareholding.

Information and assessments on whether the targets set in the previous periods have been achieved, whether the resolutions of the general assembly have been fulfilled, and if the targets have not been achieved or the resolutions have not been fulfilled, the reasons thereof:

The targets set for the period ended 31 March 2025 have been achieved.

Summary Financial Information

Information on Summary Balance Sheet Items

31
March 2025
31
March 2024
Change (%)
Current Assets 10,673,657,628 9,729,346,343 9.71%
Fixed Assets 17,091,262,628 17,077,509,277 0.08%
Total Assets 27,764,920,256 26,806,855,620 3.57%
Short Term Liabilities 5,915,183,932 5,241,737,804 12.85%
Long Term Liabilities 4,099,863,442 4,127,980,796 (0.68)%
Total Liabilities 10,015,047,374 9,369,718,600 6.89%
Equity 17,749,872,882 17,437,137,020 1.79%
Total Resources 27,764,920,256 26,806,855,620 3.57%

Summary Information on Income Statement Items

(TL) 1 January–
31
March 2025
1 January–
31
March 2024
Change (%)
Revenue 8,714,121,740 7,833,351,539 11.24%
Gross profit 1,152,963,171 1,013,748,890 13.73%
Adjusted EBITDA 1,467,478,720 1,285,986,006 14.11%
Profit before tax 442,016,185 455,617,948 (2.99)
%
Net profit for the period 310,052,605 183,995,616 68.51%

An analysis of the Company's comparative consolidated balance sheet data as of 31.03.2025 and 31.12.2024 shows that the Company's total assets increased by 3.57% to TL 27,765 million and shareholders' equity increased by 1.79% to TL 17,749 million compared to year-end 2024.

Looking at the consolidated income statement data of the Company for the period 01.01.2025 - 31.03.2025 compared to the previous year;

  • Revenues increased by 11.24% to TL 8,714 million,
  • Gross Profit decreased by 13.73% to TL 3,153 million,
  • Adjusted earnings before interest, tax, depreciation and amortization (Adjusted EBITDA) increased by 14,11% to TL 1,467 million,
  • Profit before tax declined by 2.99% to TL 442 million
  • Net Profit for the Period rose by 68.51% to TL 310 million

Determinations and assessments of the governing body as to whether the company's capital is uncovered or whether the company is insolvent:

As of 31 March 2025, the Company fulfils the capital adequacy requirements in accordance with Article 376 of the Turkish Commercial Code ("TCC") and related legislation. The share capital remains 100% of the shareholders' equity.

Measures to be taken to improve the financial structure of the company, if any:

None. There are no negative indicators regarding the financial structure of the Company.

Information on the dividend distribution policy and if dividend distribution will not be made, the proposal on how the undistributed profit will be used:

According to our Company's financial statements prepared in accordance with CMB accounting standards, the net profit for the fiscal year 2024 amounted to TL 1,911,667,376.

After deducting statutory obligations, our Board of Directors resolved to propose to the General Assembly the distribution of a total gross amount of TL 914,522,000 to shareholders, fully sourced from the 2024 net profit, starting from 25 June 2025. It was also decided that the remaining portion of the 2024 net profit be retained within the Company as extraordinary reserves.

This proposal was approved at the General Assembly held on 18 April 2025.

Risks and Assessment of the Governing Body

Information on the Company's risk management policy, if any, to be implemented against the foreseen risks:

Within the framework of the Enterprise Risk Management methodology of our main shareholder, TFI Group Companies, the Company works to identify and define its risks, evaluate the effectiveness of controls and the adequacy of designs, identify the process owners of the risks, and ensure that they are managed within the framework of action plans, and reduce risks to acceptable levels or to the risk appetite accepted by management. The risk management strategy defines the oversight and accountability of risk management at the Executive and Board of Directors ("Board" or "BoD") levels. Management is responsible for making prudent risk/reward decisions and actively identifying, assessing, rating, managing, and monitoring ongoing risk exposure.

Information on the employees and reports of the Early Detection and Management of Risk Committee, if established:

An Early Detection of Risk Committee was established with the Board of Directors' resolution dated 24.01.2024. The CEO is responsible for effective management of enterprise risks through implementation of a risk management framework, policies, and processes, including compliance with established risk limits and invited to all Risk Committees. Group Risk Director directly reports to Early Detection of Risk Committee and presents top tier risks on an enterprise-wide basis to the Committee six times per year or as circumstances require.

Forward-looking risks in terms of sales, productivity, new creation capacity, profitability, debt/equity ratio, etc:

The main risks to which the Company is exposed are monitored under five main categories. These are strategic, operational, compliance, financial (foreign exchange, liquidity, credit, interest, and commodity price risks) and technology risks.

STRATEGIC RISKS

Strategic risks relate to changes in demand and competition for products, as well as factors affecting market share. These factors include intense competition in the quick service restaurant sub-segment of the restaurant industry, pandemic risks, changes in consumer spending, reputational risks, negative publicity, boycott, macroeconomic factors such as unemployment, food inflation, energy prices and interest rates. Macroeconomic and industry-specific developments and the performance of restaurants are closely monitored. The strong presence of ecosystem companies in the market enables them to recognize market changes early and take quick and coordinated measures.

OPERATIONAL AND TECHNOLOGY RISKS

Our systems may be subject to damage or interruption caused by fire, natural disaster, power failure, telecommunications failure, unauthorized access, computer viruses, human error, or other causes. System errors, failures, delays in the order delivery channel, employee misconduct, unauthorized access or cyber security breaches may result in loss of sales and data. Preventive and detection controls are designed and effectively operated to eliminate these risks. Insurable risks are frequently assessed and transferred to third parties. Problems with third parties from whom we source food and other goods or services can disrupt or negatively impact our operations. While our ecosystem companies limit our supply risk for certain food products in Türkiye, a number of food and paper products, equipment and other restaurant supplies are sourced from suppliers, including restaurants operated by franchisees. Back-up plans have been established for most of these products, and only suppliers that meet quality standards to minimize food safety risk are included in our supply network.

COMPLIANCE RISKS

The development and operation of restaurants is subject to extensive laws and regulations concerning food safety. Changes in legislation and regulations are closely monitored by the auditing tools of the responsible departments. Preliminary assessments for compliance with food safety are carried out by the Quality Departments, and it is monitored whether remedial actions are taken by the relevant departments.

Information leaks that may occur due to failure to manage the KVKK process correctly may have negative financial or legal consequences for the Company. Tab Gıda has adopted as a principle to act in accordance with all provisions of the Personal Data Protection Law No. 6698 ("Law") regarding the protection and processing of all kinds of personal data it comes into contact with while conducting its activities. In this context, various assessment and determination studies have been carried out to ensure compliance with the Law. Within the scope of the aforementioned studies, relevant policies for employees, especially the "TFI Personal Data Protection and Processing Policy" and "TFI Personal Data Storage and Destruction Policy", were prepared and put into effect within the framework of the provisions of the Law. VERBIS registrations were completed and efforts were made to comply with the Law in terms of personal data processes. In order to raise the awareness of both customers and employees on personal data privacy and information security issues, in-house trainings on the protection of personal data are provided and awareness-raising activities are carried out. In addition, business partner and supplier contracts and new contracts are reviewed in accordance with the relevant legislation and revised accordingly.

FINANCIAL RISKS

The Company's risk management policy generally seeks to minimize the effects of uncertainty in financial markets on our financial performance. The Company's risk management strategy is executed by a centralized finance department according to policies approved by the Board of Directors. The Finance Department provides services for companies, access to local and international financial markets, oversees

and manages financial risks related to operations through internal risk reports that analyze risk impacts by degree and magnitude.

Additional Information as Parent Company in a Group of Companies

In the event that the shareholding in the capital of a capital company reaches the limits specified in the legislation or if the shareholding falls below these percentages, this situation and its justification

Did not materialize.

Information on the shares of the enterprises included in the Group in the capital of the parent company:

TAB Gıda Sanayi ve Ticaret A.Ş. is not the parent company of the Group. TFI TAB Gıda Yatırımları A.Ş., the controlling shareholder of TAB Gıda Sanayi, owns 79.9% of the Company's capital.

Other Matters

Explanations on events of special importance that occurred in the company after the end of the activity year and that may affect the rights of shareholders, creditors and other related persons and organizations:

None.

Information on legislative changes that may significantly affect the Company's activities: None.

The company receives services such as investment consultancy and rating:

The Company acts in accordance with the relevant capital markets regulations when selecting the organizations from which it receives services and takes necessary measures to prevent potential conflicts of interest. There are no conflicts of interest between the Company and the organizations from which it receives services, either during or after the service period. According to JCR Eurasia Rating's review in June 2024, our Company's,

Although no rating update was made by the credit rating agency from which the Company received services during the period of 1 January 2025 – 31 March 2025, in the rating study conducted in December 2024, JCR Eurasia Rating assessed our Company as follows:

  • Long Term National Issuer Credit Rating has been upgraded from 'A (tr)' to 'AA- (tr)' and 'Stable' outlook has been affirmed.
  • Short Term National Issuer Credit Rating has been upgraded from 'J1 (tr)' to 'J1+ (tr)' and 'Stable' outlook has been affirmed.
  • Long Term International Foreign Currency and Long Term International Local Currency Credit Ratings were affirmed as 'BB' and the outlook maintained as 'Stable'.

Additional information as deemed appropriate by the governing body:

None.

This report has been prepared on the basis of the financial statements prepared in accordance with the Turkish Commercial Code for the period 1 January 2025 - 31 March 2025 and has been signed and approved by the management body of the company whose names are written below.

Erhan
KURDOĞLU
Chairman
of
the
Board
of
Directors
___
Korhan
KURDOĞLU
Deputy
Chairman
of
the
Board
of
Directors
________
Recep Muhammed
Caner Furkan
DİKİCİ ÜNAL
Board Board
Member Member
________ ________
Ayşe Halil
Ayşin Dogan
IŞIKGECE BOLAK
Independent Independent
Board Board
Member Member
________ ________

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