Annual Report • Mar 10, 2025
Annual Report
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| Türk Telekom in Brief |
3 |
|---|---|
| 2024 in Numbers |
3 |
| Türk Telekom at a Glance | 3 |
| Capital and Shareholder Structure4 | |
| Subsidiaries, Affiliates and Financial Investments4 | |
| Vision and Values | 5 |
| 2024 Highlights 6 |
|
| Management | 7 |
| Assessment of the Board of Directors |
7 |
| Assessment on the Financial Status and Operational Results | 7 |
| Our Sustainability Performance | 14 |
| Assessment of the Committees of the Board Of Directors15 | |
| Board of Directors | 16 |
| Türk Telekom Senior Management21 | |
| Türk Telekom Group Companies General Managers28 | |
| Organisational Structure | 30 |
| Stock and Bond Information |
30 |
| Research and Innovation Activities31 | |
| Corporate Governance34 | |
| Important Developments After the Accounting Period 34 |
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| Dividend Distribution Proposal 34 |
|
| Conclusion of Affiliation Report34 | |
| Corporate Governance Compliance Report |
36 |
| Corporate Governance Information Form | 65 |
| Sustainability Principles Compliance Report |
72 |
| Statement of Indepence | 80 |
| Financial Information83 | |
| Statement of Responsibility 83 |
|
| Independent Auditor's Report on the Annual Report of the Board of Directors | 85 |
| Independent Auditor's Report on Consolidated Financial Statements 87 |
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| Consolidated Financial Statements, Independent Auditor's Report and Footnotes96 |
Türk Telekom provides high quality service to its customers with its extensive nationwide fibre network.
With its customer-oriented and integrated structure, Türk Telekom responds to the rapidly changing communication and technology needs of its customers in the most effective and appropriate way.
Türk Telekom, with more than 180 years of history, is the first integrated telecommunications operator in Türkiye. In 2015, Company adopted a customeroriented and integrated structure in order to respond to the rapidly changing communication and technology needs of customers in the most powerful and accurate way, while maintaining the legal entities of TT Mobil İletişim Hizmetleri A.Ş. and TTNET A.Ş. intact and adhering to the rules and regulations to which they are subject. Having a wide service network and product range in the fields of individual and corporate services, Türk Telekom unified its mobile, internet, phone and TV products and services under the single "Türk Telekom" brand as of January 2016.
Türk Telekom has 17.4 million fixed access lines, 15.4 million broadband, 2.9 million TV and 27.3 million mobile subscribers as of 2024 YE. Türk Telekom Group Companies provide services in all 81 cities of Türkiye with 36,607 employees with the vision of introducing new technologies to Türkiye and accelerating Türkiye's transformation into an information society.
Türk Telekomünikasyon A.Ş., providing PSTN and wholesale broadband services, directly owns 100% of mobile operator TT Mobil İletişim Hizmetleri A.Ş., retail internet services, IPTV, satellite TV, Web TV, Mobile TV, Smart TV services provider TTNET A.Ş., convergence technologies company Argela Yazılım ve Bilişim Teknolojileri A.Ş., IT solution provider İnnova Bilişim Çözümleri A.Ş., online education software company SEBİT Eğitim ve Bilgi Teknolojileri A.Ş., call centre company AssisTT Rehberlik ve Müşteri Hizmetleri A.Ş., project development and corporate venture capital company TT Ventures Proje Geliştirme A.Ş, Electric Supply and Sales Company TTES Elektrik Tedarik Satış A.Ş., provider of combined facilities support activities TT Destek Hizmetleri A.Ş. with TT International Holding BV, wholesale data and capacity service provider TT International Telekomünikasyon Sanayi ve Ticaret Ltd.Şti., and financial technology company TTG Finansal Teknolojileri A.Ş. and indirectly owns Consumer Finance Company TT Finansman A.Ş, software programs retail and wholesale company TT Ventures Inc, subsidiaries of TT International Holding BV, TV Broadcasting and VOD services provider Net Ekran Companies, telecommunications devices sales company TT Satış ve Dağıtım Hizmetleri A.Ş. and payment and e-money services company TT Ödeme ve Elektronik Para Hizmetleri A.Ş., and web portal and computer programming company APPYAP Teknoloji ve Bilişim A.Ş.
Türk Telekom is one of the leading companies in Türkiye with its strong capital and shareholder structure.
Türkiye Wealth Fund (TWF) is the largest shareholder of Türk Telekom with 61.68% shareholding (1.68% of which is publicly traded). The Republic of Türkiye Ministry of Treasury and Finance has a 25% shareholding and 15% free float.
Note: There is no natural or legal persons whose shareholding exceeds 5% except those shown in the shareholder structure.
Türk Telekom is working for the future of our country with the strength it derives from its deep-rooted history of more than 180 years. As the telecom operator leading the country's digital transformation, it is Türk Telekom's primary task to carry Türkiye into the future. Its priority is to go beyond being a mere technology company and making everyone it touches "Feel Valuable" in every area it has a presence in. Türk Telekom aims to realise this vision with 17 values that it accepts as its compass.
Türk Telekom adopts these values as its principles in every effort it sets out and every word it tells, both in its approach to handling the internal businesses and outside the organisation, and in communication and relationship management processes. With the power it drives from all these 17 values: "Türk Telekom Makes You Feel Valuable."
Assessment on the Financial Status and Operational Results
Türk Telekom Group closed a challenging year with a guidance-beating performance.
Consolidated revenues grew to TL 161.7 billion from TL 144.6 billion a year ago with 11.8% increase. Excluding the IFRIC 12 accounting impact, FY'24 revenue was TL 152 billion, up 12.4% YoY including increases of 14.9% in fixed broadband, 21.1% in mobile and 9.5% in TV segments vs contractions of 9.7% in fixed voice, 9% in international and 0.6% in corporate data segments.
12.4% operating revenue (ex-IFRIC 12) growth compared favourably to our expectation as we had formed our 11-13% growth guidance range under the assumption of a 42% CPI by the end of 2024 vs realised 44.4%. Mobile performed better than we anticipated throughout the year whereas fixed broadband picked-up visibly in the second half. Revenue from the ICT solutions has nicely accelerated in the final quarter, helping us end 2024 closer to the high-end of our guidance range.
Opex to sales ratio dropped to 60.9% for the full year compared to 66.5% amid continued disinflation, leading a robust 560 bps YoY improvement in EBITDA margin to 39.1%. EBITDA rose to TL 63.1 billion with a 30.5% steep increase from last year. As such, FY'24 EBITDA margin beat our 38% guidance by 110 bps thanks mainly to strong operational performance. Excluding the IFRIC 12 accounting impact, EBITDA margin was 40.8% for the full year.
Operating profit reached TL 26.7 billion recovering from TL 2.8 billion operating loss in 2023 thanks to the significant improvement in operational performance and change in depreciation and amortisation of the concession related fixed assets.
Net financial expense dropped by 2.9% from last year to TL 25.5 billion thanks to maintained calm in financial markets and our successful management of financial risks in this environment.
Net profit for the period came in at TL 8.5 billion after recording TL 16.2 billion of tax expense throughout the year mainly as a result of inflation accounting and changes in corporate tax legislation.
Capex reached TL 41.5 billion with accelerated spending in the final quarter carrying the capex intensity ratio to 25.7% for the period, well below our 27-28% capex intensity guidance range. A lower ratio was largely driven by deferred fibre investments mostly in brownfield projects (i.e. FTTC to FTTH/B conversions) and unrealised data centre investments. A mild quarterly inflation and stable currency also helped.
Unlevered free cash flow1 was TL 17.8 billion compared to TL 10.2 billion in 2023, growing by 74.8% and once again underlining the strong operational performance. Also, earthquake and macro volatility had put some pressure on last year's performance.
1 Unlevered free cash flow defined as net cash provided by operating and investing activities from operations.
Net Debt/EBITDA2 ratio dropped to 0.81x as of the year-end from 1.17x a year ago.
Our short FX position3 was USD 166 million by the end of the year. Excluding the ineffective portion of the hedge portfolio, namely the PCCS contracts, foreign currency exposure was USD 304 million short FX position.
Türk Telekom's total subscriber base reached 53.2 million4 in 2024 from 52.9 a year ago.
Fixed broadband subscriber base increased to 15.4 million with 169 thousand net additions during the year.
Fibre subscriber base exceeded 13.7 million with 839 thousand net additions. The number of Fibre to the Cabinet (FTTC) subscribers was 8.5 million, while the number of Fibre to the Home/Building (FTTH/B) subscribers increased to 5.3 million. The share of fibre subscribers in our total fixed broadband base rose to 89.2% from 84.7% a year ago.
Fibre cable network length increased to 475 thousand km as of 2024 from 437 thousand km as of 2023. Fibre network covered 33.1 million households by the end of 2024 compared to 32.2 million as of 2023. FTTC homepass was 19.6 million, while FTTH/B homepass increased to 13.5 million.
Recording 1.1 million net additions during the year, mobile subscriber base reached 27.3 million in 2024. Postpaid net additions totalled 1.9 million, historically highest level in a year, prepaid segment on the other hand posted 827 thousand net subscriber loss. The ratio of postpaid subscribers in total portfolio further rose to 75% from 70.8% a year ago, reaching its highest level.
Average monthly data usage per LTE user increased by 11.6% in 2024.
Fixed voice subscriber base continued its decline with 904 thousand net subscriber loss. Including nDSL, total access lines remained flat compared to the previous year at 17.4 million.
TV Home recorded 39K net additions and maintained its subscriber base around 1.5 million.
2 Net debt includes MTM from FX to TRY Currency Swaps and FV of Currency Protected Time Deposits. Net Debt/EBITDA calculation excludes extraordinary items in EBITDA calculation.
3 Net FX position is calculated as FX based financial debt (including FX based lease obligations) plus FX based net trade payables less FX financial debt hedging less FX net trade payables hedging less currency protected time deposits less net investment hedging less FX based cash and cash equivalents. 4 After assessing the total TV subscriber base, we have cancelled 354K of inactive Tivibu Go subscriptions in Q4'24.
| 2023-2024 | |||
|---|---|---|---|
| Summary Income Statement (TL Million) | 2023 | 2024 | Change (%) |
| Revenues | 144,645 | 161,651 | 11.8% |
| Net Operating Expenses Excluding Depreciation and Amortisation |
(96,246) | (98,503) | 2.3% |
| Earnings Before Interest Tax Depreciation and Amortisation (EBITDA) |
48,400 | 63,148 | 30.5% |
| Depreciation and Amortisation | (51,237) | (36,404) | (28.9)% |
| Operating Profit | (2,838) | 26,744 | n.m. |
| Net Financial Income/(Expense) | (26,238) | (25,488) | (2.9)% |
| Monetary Gain /(Loss) | 34,028 | 23,399 | (31.2)% |
| Tax | 18,757 | (16,199) | n.m. |
| Net Income/(Loss) | 23,709 | 8,456 | (64.3)% |
| Summary Balance Sheet (TL Million) | 2023 | 2024 |
|---|---|---|
| Cash and Cash Equivalents |
19,623 | 7,532 |
| Tangible Assets5 | 109,858 | 113,761 |
| Intangible Assets | 79,913 | 84,193 |
| Rights of Use Assets | 8,061 | 8,851 |
| Other Assets6 | 63,681 | 55,921 |
| Total Assets | 281,136 | 270,257 |
| Share Capital | 76,869 | 76,869 |
| Reserves, Retained Earnings and Other | ||
| Equity Items | 65,041 | 69,223 |
| Interest Bearing Liabilities7 | 95,116 | 70,528 |
| Other Liabilities8 | 44,109 | 53,638 |
| Total Equity and Liabilities | 281,136 | 270,257 |
5 Tangible assets include property, building or plant and equipment and investment property.
6 Major items within other assets are trade receivables, due from related parties, inventories, deferred tax asset, and other current assets.
7 Includes short-term and long-term borrowings and lease obligations. 8 Major items within other liabilities are deferred tax liability, trade payables, provisions, income tax payable, due to related parties, other current liabilities, provisions for employee termination benefits and minority put option liability.
Enterprise Risk Management is a systematic process, shaped and used in determining strategies by the senior management and all other employees and implemented across the entire company, developed in order to define potential events that may have an impact on the company, manage risks in line with the corporate risk appetite and provide a reasonable degree of assurance for the Company to achieve its objectives.
With the awareness of the value added through risk management, Türk Telekom adopts international standards in Enterprise Risk Management and carries out the necessary work to develop risk management activities in line with best practices. The Company follows ISO 31000 standard in establishing the framework that includes the general basis and principles of Enterprise Risk Management and the formation of the risk life cycle process.
In this context, Enterprise Risk Management Process includes;
Evaluation of the trends in the sector on both global and national levels, interpretation of the technological developments, review and approval of the strategic plans and annual budgets that include the strategic goals determined on the basis of customer preferences rests with the Board of Directors.
The performance in achieving strategic goals is monitored by the Board of Directors on a monthly basis.
Risk Management aims to support the Company in achieving its strategic goals with its structure which creates value add and preserves the created value. The Company aims to manage its risks with a comprehensive and holistic approach at all levels, from the long-term strategic goals of the Company to its daily operations. With enterprise risk management integrated into all processes, decision makers will be able to act with risk awareness.
The principal risks faced by Türk Telekom Group are classified in 4 main categories: financial, strategic, operational and sustainability risk management.
Türk Telekom can be exposed to financial risks such as liquidity risk, currency risk, interest rate risk, and counterparty risk.
Within the framework of the strategy to minimise the liquidity risk, long-term financial debt is obtained from different geographical regions (the Americas, Canada, Europe, the Gulf, Japan, China, and Türkiye) and from a diversified pool of creditors (commercial banks, international financial institutions, official export credit agencies, and bond markets). This strategy enables the Group to have access to long-term financing on competitive terms, without being dependent on a limited group of funding sources.
With regard to the Eurobonds issued by Türk Telekom, the Group actively monitors the price and return dynamics of these bonds, which are tradeable instruments in the secondary markets in order to ensure optimal cash management strategy on total return and cost basis.
The need to partially procure supplies in relation to capital expenditures from foreign vendors and the need for financing through long-term and diversified funding sources cause Türk Telekom to bear liabilities in foreign currency. Hence, excluding the hedge transactions, Türk Telekom has net liabilities in foreign currency and is exposed to FX risk due to the fluctuations in exchange rates, which may have an impact on the financial statements.
Türk Telekom aims to keep the impact of FX exposure on the financial statements to a minimum with its FX risk management transactions. In this respect, Türk Telekom has a total hedge position of USD 1,6289 million equivalent, details of which are provided in the footnotes of its audited financial statements. The total hedge position including the cash in hard currency, which provides a natural hedge against FX exposure is USD 1,706 million equivalent.
With regards to its financial assets, Türk Telekom aims to minimise the counterparty risk in accordance with the established counterparty limits and diversification policy. Türk Telekom carries out its hedge transactions regarding financial risks within the framework of the guidance and authorisation set by the Board of Directors.
Türk Telekom operates in a sector with high levels of technological innovation, competition and regulatory developments. Türk Telekom meticulously analyses the positions of its competitors and technological developments in the market, as well as changing customer preferences with a comprehensive understanding on the sector.
Taking these factors into consideration, proactive risk management activities are conducted in parallel with the Company's strategic priorities aligned to both increasing the revenues and meeting customer expectations.
In line with its strategic goals, Türk Telekom develops solutions to aid the lives of individuals and the public sector by using information and communication technologies. In order to prepare for the future, the Company turns its competitive advantage in providing infrastructure for high-performance products and technologies,
9 Hedged amount includes hedging of FX financial debt, currency protected time deposit, hedging of FX net trade payables and net investment hedge. Currency protected time deposit included in hedged amount is worth USD 258 mn.
Our short FX position was USD 166 million by year-end. Excluding the ineffective portion of the hedge portfolio, namely the PCCS contracts, foreign currency exposure was USD 304 million short FX position.
maintaining and improving its market position and brand value into opportunities with a holistic risk management approach.
With its structure strengthened by its subsidiaries, the Company seizes opportunities in both the domestic and foreign markets by substituting the areas where it might lose market share with new products and services, despite the possibility of developments that may cause changes in the legislation and the sector.
Türk Telekom provides services which are dependent on technological infrastructure. Therefore, it is important to identify the risks to which these services are exposed accurately and to manage them successfully in order to achieve the business targets. Incidents such as malfunctions, power cuts and natural disasters, which may have an impact on Türk Telekom's communication infrastructure and critical systems, may affect the Company's ability to provide services to its subscribers.
Business Continuity Management defines potential threats to be faced and their impact on key activities, if these threats materialise. This study ensures the protection of internal and external stakeholders, the Company's reputation, brand value, products and activities. In this way, a holistic management process that enables corporate flexibility is implemented. Critical products and services are subjected to the Business Impact Analysis and Risk Assessment. Necessary performance improvements are undertaken in light of continuity objectives following performance assessment.
Cyber security risk may arise as a result of a combination of threats and vulnerabilities in the digital environment. It may affect the delivery of strategic goals by disrupting confidentiality, integrity and accessibility of information. Events and their consequences such as interruption of critical systems Denial-of-Service attack (DDoS), disruption of competitive power as a result of the disclosure of strategic data (such as the theft of trade secrets), loss of customer trust and reputation as a result of personal data breach, financial and operational losses due to the destruction of corporate data and systems and penal sanctions which may be faced as a result of failure to comply with the applicable laws and regulations are assessed. All information technologies and network operations are carried out within the framework of security policies. Problems within this context are constantly analysed and monitored within the scope of early detection mechanisms. Appropriate controls are established for the heightened digital security risk along with accelerated digital transformation and remote working. In addition, training and awareness activities are carried out for employees.
Türk Telekom undertakes extensive efforts to protect itself and its subscribers against business disruptions and security breaches. The Company oversees the implementation of correct practices, standards and policies, and takes significant steps in this regard, including obtaining certificates such as ISO 22301 and ISO 27001. Additionally, the Company holds the PCI-DSS certification for the mobile network.
The nature of the sector involves working with a certain number of high technology suppliers. In this context, realisation of risks pertaining to suppliers and subcontractors could result in loss of reputation due to inefficiency in the value chain that touches the customer, negative customer experience due to reduced quality of products and services, security breach and data leakage or business interruption. For this reason, an effective procurement is targeted by taking into account the main factors such as TCO (Total Cost of Ownership), supply chain risks and sustainability.
The increasing demand for the new generation dynamic and digital workforce with the transformation of working models makes the importance of competent employees more evident. The risks and opportunities, created by the remote and hybrid working model on employee motivation, on the performance and loyalty are monitored. Recruiting, training and retaining the suitable employees that match the requirements of the business are the critical factors in the success of the Company. Türk Telekom implements a number of human resources practices aimed at effectively managing its manpower. The Türk Telekom Academy continues to launch training projects which support the development of its employees.
As Türkiye's first integrated telecommunication operator, working for the future of the country, Türk Telekom aims to integrate the universal principles of sustainability into its business model, strategies and corporate decisions with the aim of leaving a liveable world to future generations. The communication sector provides basic solution tools in economy, innovation, health, education and in many other areas to ensure social equality, protect the environment and combat the climate crisis, improve quality of life. Thus, it directly serves the Global Sustainable Development Goals.
Türk Telekom considers the concept of sustainability not only as a risk management element, but also as an opportunity to create value. Within the scope of Türk Telekom sustainability activities, which started to be evaluated comprehensively with the management system formed in 2020, a programme based on the adoption of the sustainability approach is established. The aim of this programme is to effectively manage risks focused on Climate Change and Environment, Contributing to Society and Value for Human.
Risk appetite is defined as the extent and type of risk that the Company is willing to take/bear while carrying out its activities. Risk appetite may be defined as a set of boundaries which provide clear guidance to all levels of the organisation setting out the limits of the risks they can take.
Türk Telekom operates in a highly competitive and rapidly changing industry that requires investment. This urges swift and smart strategic decision-making processes. For this reason, it is important that managers have a high awareness of the risks they face and consider these risks when taking decisions.
Risk Appetite, which was created in line with the opinions of the senior management and evaluated by the Early Identification and Management of Risks Committee, was approved by the Board of Directors.
The Group aims to integrate the risk appetite framework into its decision-making processes and daily operational activities with an effective staging structure. In this context, activities to establish indicators and concrete limits for risk measurement continue.
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We are leading the digital transformation our country with our understanding of technology that improves the future. We use the power of digitalisation to produce innovative solutions in combating climate change and achieving energy efficiency, and we carry out pioneering studies focused on sustainability aiming to minimise our environmental impacts by placing our sustainability principles at the center of our business strategies.
In this context, in 2024, we switched to an integrated reporting model that reflects our value creation perspective in addition to our group's Environmental, Social and Governance (ESG) performance, and presented our first Integrated Activity Report to all our stakeholders under the title of "Value for a Sustainable Future". In our report consisting of our data for the reporting period of January 1 - December 31, 2023, in addition to presenting our financial and operational performance in detail, we presented the total benefit we created as Türk Telekom Group companies to our stakeholders by creating a value map for the first time, and expanded our sustainability understanding not only to environmental impacts but also to include social benefit, digital equality and contribution to the economy. In our report, we also reflected our contribution to the United Nations Global Compact (UNGC), Sustainable Development Goals (SDGs) and other sustainability indices.
On the other hand, in our full-scale carbon inventory, which we prepared for the first time on the Türk Telekom Group scale, we calculated our Scope 1, 2 and 3 emissions for the last four years, taking 2020 as the base year. With the creation of the carbon inventory, which includes all our group companies, we aim to initiate the SBTi target verification process by determining our targets which will include Scope 3 emissions, in addition to our Scope 1 and Scope 2 emission targets.
We are achieving substantial gains while fulfilling our responsibilities with our projects aimed at improving the future in the fields of digitalization, energy efficiency, renewable energy and innovation. According to the CDP scoring methodology, reaching the 'A' Leadership level by climbing four notches in the last two years is one of the main indicators of our determination to implement our climate action plans. In 2024, we joined Climate Action Task Force of the GSMA, one of the most prestigious initiatives in the mobile communications sector worldwide, representing more than 80% of global mobile connections with its 75 members. With this membership, we will be included in the GSMA Mobile Net Zero 2025 Report, which will be published worldwide and will reveal mobile operators' progress in climate-related goals. In this way, we are carrying our efforts to the international arena towards our goal of reducing our Scope 1-2 carbon emissions by 45% by 2030 taking 2020 as the base year and reaching net zero emissions by 2050.
We continuously improve our work and aiming for long-term value creation in line with our Sustainability Policy, which sets out our sustainability vision and focus areas, and our Sustainability Program, which is designed to create near-term action plans and effectively monitor progress.
The Early Identification and Management of Risks Committee has effectively fulfilled the duties assigned to it within the framework of its working principles. In 2024, the Committee convened five times to review the identified risks, to notify the Board of Directors about the significant risks, to provide the necessary resources for the effective fulfilment of the Enterprise Risk Management function, to ensure the coordination of Enterprise Risk Management and Internal Audit and other business units.
The Corporate Governance Committee has effectively fulfilled the duties assigned to it within the framework of its working principles. It convened two times in 2024 and monitored and evaluated the Corporate Governance Rating process which is carried out every year and monitored the preparation process of the Corporate Governance Principles Compliance Report, which is part of the Annual Report and presented it to the Board of Directors. It also monitored the developments regarding the position of the company in Sustainability indices.
The Audit Committee has effectively fulfilled the duties assigned to it within the framework of its working principles. The purpose of the Committee is to assist the Board of Directors in meeting its supervisory role related to its oversight requirements regarding the Company's financial reporting process, internal control system, audit process, compliance with laws and regulations and the code of conduct and other matters to be delegated to the Committee by the Board. Acting in accordance with the authority and responsibility granted to it by the Board, the Committee reports to the Board of Directors.
The Audit Committee consists of at least two independent members elected by the Board from among its members. The Audit Committee carries out its activities within the framework of the Audit Committee Working Principles approved by the Board of Directors. The Committee effectively fulfils the duties assigned to it within the framework of its regulation.
The Audit Committee meets at least once every three months and four of these meetings are held before the financial statements are announced; and the Committee may, if deemed necessary, convene more frequently.
The Audit Committee informs the Board of Directors about its meetings and activities during the year. The Committee convened five times regarding the activities of 2024 to effectively monitor the accounting, finance and auditing processes of the Türk Telekom Group and compliance with the laws and regulations and the code of conduct, and to review and monitor the other issues that are assigned by the Board of Directors from time to time.
Türk Telekom's Internal Audit Department conducts assurance and consultancy activities in Türk Telekom and all Group companies in an independent and objective manner by evaluating the effectiveness of risk management, internal control, and compliance with legislation and governance processes. In order to carry out its activities in an independent and objective manner, the Internal Audit Department works directly with the Audit Committee, which is a part of the Board of Directors, with the authority and responsibility emanating from the principles approved by the Board of Directors.
In the audit activities carried out, the effectiveness of the existing internal controls established to reduce the risks involved in business processes that may hinder the delivery of strategic goals is assessed. Causes and impacts of control weaknesses detected as a result of audits are analysed and action plans aiming to solve the problems are received from the relevant departments and the Internal Audit Department monitors whether these actions are implemented in a timely manner. In addition to the planned auditing activities, inspection and investigation activities are carried out.
The Department carries out its work in accordance with International Standards for the Professional Practice of Internal Auditing.
The Department attaches importance to the professional competence and improvement of its auditors and encourages them to gain nationally/internationally recognised certificates in the field of auditing. The majority of the auditors hold certificates such as CIA (Certified Internal Auditor), CISA (Certified Information Systems Auditor), CFE (Certified Fraud Examiner) and CPA (Certified Public Accountant) that document their professional competence. Audit teams carry out financial, operational, information technologies and compliance audits according to their competencies.
Nomination and Remuneration Committee has effectively fulfilled the duties assigned to it within the framework of its working principles and held one meeting in 2024.
Deputy Minister of Treasury and Finance, Dr. İsmail İlhan Hatipoğlu was born in Karaman in 1968. He graduated from Karaman High School in 1984 and Ankara University's Faculty of Political Sciences, Department of Finance in 1988. Having passed a competitive exam in 1989, he started his career as an Intern Revenue Controller at the Ministry of Finance. He was promoted to Revenue Controller in 1992 and Chief Revenue Controller in 2000. From May to December 1997, he conducted research on the EU Tax System in the United Kingdom.
Deputy Minister Dr. Hatipoğlu served as the Head of the Department at the General Directorate of Revenue in 2003, as the Head of the Department at the Revenue Administration in 2005, and as the Deputy Head at the Revenue Administration in 2007. He was subsequently appointed as General Director of Budget and Financial Control in 2009. From 2016 to 2018, he served as Deputy Undersecretary of the Ministry of Finance. After 2018, he held office as a Ministry Consultant and Chief Tax Inspector.
During his tenure at the Ministry of Finance, Dr. Hatipoğlu chaired the Internal Audit Coordination Board from 2009 to 2019 and served as a Member of the State Aid Monitoring and Auditing Board from 2010 to 2018, where he assumed the role of Vice Chairman after 2015.
Between 2009 and 2010, he was a Member of the Board of Directors at Turkish Maritime Enterprises. From 2010 to 2016, he served as Chairman of its Board of Directors. Additionally, he represented the Treasury as a Member of the AVEA Audit Board from 2014 to 2015.
From 2016 to 2018, Dr. Hatipoğlu co-chaired the Tax and Incentives Committee of the Coordination Board for Improving the Investment Environment (YOIKK). He also chaired the Technical Committee established under an international agreement between Türkiye and the Turkish Republic of Northern Cyprus. Between 2019 and 2020, he served as a Member of the Board of Directors at Ankara University Teknokent. He briefly held the position of General Manager in the private sector. From 2012 to 2024, he served as a Member of the Board of Directors of the Turkish Athletics Federation.
Since 2015, Dr. Hatipoğlu has been teaching "Public Financial Management" and "Risk Management and Applications" as part of the Internal Audit and Internal Control Master's Program at Ankara University's Institute of Social Sciences. In the spring semester of 2019, he taught "Public Financial Management and Control" in the Audit and Risk Management Master's Program at Ankara Social Sciences University.
Dr. Hatipoğlu earned his Master's degree in 2019 from Ankara University's Institute of Social Sciences in the Department of Business Administration. He began his PhD in 2019 at Ankara Hacı Bayram Veli University's Department of Finance and completed his doctoral studies in 2023.
On 22 June 2023, Dr. Hatipoğlu was appointed Deputy Minister of Treasury and Finance with the approval of the President of the Republic of Türkiye. He is married with two children and has advanced proficiency in English.
Deputy Minister of Transport and Infrastructure, Dr. Ömer Fatih Sayan, was born in Istanbul in 1977. He completed his undergraduate studies in Electronic Engineering at Istanbul University, Law at Bahçeşehir University, and Diplomacy Training at Oxford University's St Antony's College. Following his studies, he earned Master's degrees in Electrical and Electronics Engineering as well as Communication Engineering at Munich Technical University, and in Biomedical Engineering at Istanbul University, where he also completed a doctorate in the same field. He additionally earned a Doctorate in Private Law from Yıldırım Beyazıt University.
Dr. Sayan began his professional career in 1995 at Istanbul Metropolitan Municipality and later worked in various private companies in Türkiye, Germany, and the United States, focusing on chip production, mobile phone design, and R&D. Sayan worked on entrepreneurship by taking part in the Silicon Valley Initiative. Dr. Sayan has taught courses on "IT Law" and "New Trends in IT" at various universities in Türkiye and Germany and has published numerous articles on his research topics in various conferences and scientific journals.
From 2007 to 2014, he served as an Advisor to the Prime Minister and Senior Advisor to the Prime Minister. In January 2014, he was appointed as a Member of the Board of the Information and Communication Technologies Authority (ICTA). From August 2015 to July 2018, he served as Chairman of ICTA. Since 21 July 2018, Dr. Sayan has been serving as Deputy Minister of Transport and Infrastructure. Dr. Ömer Fatih Sayan is fluent in English, German, and French. He is married and father of 3 children.
Dr. Yunus Arıncı was born in 1975 in the Kumru district of Ordu Province. He completed his primary, secondary, and high school education in Kumru, Ordu. He graduated from the Department of Public Administration at Ankara University's Faculty of Political Sciences and also studied Sociology as a second major at Anadolu University. Dr. Arıncı began his professional career in 1997 as an Assistant Inspector at the Prime Ministry. He was promoted to Inspector in 2000 and Chief Inspector in 2007. In 2007, he also worked as a Department Head at TÜBİTAK (The Scientific and Technological Research Council of Türkiye) for one year. On 14 October 2009, he was appointed Chairman of the Inspection Board at the Prime Ministry. From 13 July 2015, he served as President of the State Supervisory Council of the Presidency of the Republic of Türkiye.
Over the course of his career, Dr. Arıncı has held various roles, including Member of the Audit Board at VakıfBank, Member of the Board of Directors at Erdemir, and Chairman of Erdemir's Corporate Governance Committee. At the General Assembly Meeting of Borsa Istanbul on 31 October 2016, he was elected as a Member of the Board of Directors and Vice Chairman of the Board. He has represented Türkiye at numerous international meetings, led various national and international projects, and conducted important research. He also served as Türkiye's representative at the International Monetary Fund (IMF).
Dr. Arıncı completed a Master's degree in Public Administration at Indiana University in 2009. He earned his doctorate from Ankara Hacı Bayram Veli University's Department of Political Science and Public Administration.
He is fluent in English and married with three children.
Ümit Önal, a graduate of Istanbul University Faculty of Communication, started his professional life in media and communication sector. He joined Turkuvaz Media Group in 2007 and served as the General Manager of ATV, Advertising Group President and Executive Board Member, respectively, until 2015. After being appointed as the Board Member and CEO of Digitürk in 2015, he managed Digiturk's sales process to BeIN Media Group. Önal joined Türk Telekom family as the Assistant General Manager responsible for Sales and Customer Services at the end of 2016, and in December 2018, he was appointed as the Assistant General Manager responsible for Marketing and Customer Services, and in August 2019, he was appointed as the CEO of the company. Having more than 20 years of experience in the media and communication sector, Önal has contributed significantly to the process of radical change in the Turkish media, and he continues to lead the digital and technological transformation of Türkiye in Türk Telekom.
Throughout his career, Ümit Önal has actively taken positions in national and international associations. Önal served as the Chairman of the Board of Mobile Telecommunication Operators Association (m-TOD) in 2020 and 2022; he is still actively, member to Foreign Investors Association (YASED), Board Member at US Business Council Member of Foreign Economic Relations Board (DEIK).
Önal joined the Türk Telekom family as the Assistant General Manager responsible for Sales and Customer Services at the end of 2016, and was appointed as the Assistant General Manager responsible for Marketing and Customer Services in December 2018.
In August 2019, Ümit Önal was appointed as the CEO of the company and has been serving as a member of the Türk Telekom Board of Directors since March 2022.
Deniz Yılmaz was born in Bursa in 1980. He graduated from Ankara University's Faculty of Political Sciences, Department of Public Administration, in 2001. Between 2010 and 2012, he pursued a Master's degree in Economics at North Carolina State University in the United States. He is currently continuing his doctoral studies in the field of Banking.
Mr. Yılmaz began his career in 2002 as a Treasury Controller at the Prime Ministry's Undersecretariat of Treasury. He later held positions as an Internal Auditor, Head of Department at the Directorate General of State-Owned Enterprises, Deputy Director General at the Directorate General of State-Owned Enterprises, and Deputy Director General of Financial Markets and Exchange at the Ministry of Treasury and Finance.
In addition to these roles, he has served as a Member of the Supervisory Board at Ziraat Bank, Chairman and Member of the Audit Committee at the ECO Trade and Development Bank, Member of the Investment Committee of the Turkish Growth and Innovation Fund, and Member of the Board of Directors of İhracatı Geliştirme A.Ş. (Export Development Inc.).
Currently, Deniz Yılmaz serves as the Director General of Financial Markets and Exchange at the Ministry of Treasury and Finance.
He is married with two children and is proficient in English.
Mehmet Reşat Bahçeevli was born in 1951 in Konya. He graduated from the Faculty of Law at Istanbul University in 1973. While practicing as an independent lawyer, he temporarily left the profession, later rejoining when the Istanbul Bar Association No. 2 was established.
In 1983, he undertook the role of founding district chairman of the Welfare Party in Beykoz. He was a candidate for Beykoz Mayor in the 1984 local elections.
In 1991, he was elected to the Istanbul Provincial Board of the Welfare Party. In 1992, he was appointed Deputy Chairman of Istanbul responsible for elections.
In the 1994 local elections, he led the election campaign for Recep Tayyip ERDOGAN, then a candidate. He was elected Chairman of the Istanbul Provincial General Assembly Group in the 1994 local elections.
He pursued parliamentary candidacy for the Istanbul 1st Region in the 1987, 1991, and 1995 elections with the Welfare Party. He also pursued parliamentary candidacy for the Istanbul 1st Region in the 1999-2004 elections.
Between 1999 and 2004, he served as a member of the Beykoz Municipal Council with the Virtue Party and AK Party.
Enver İskurt was born in 1966 in Trabzon, Türkiye. He graduated from Karadeniz Technical University, Faculty of Engineering and Architecture, Department of Civil Engineering, and Anadolu University, Department of Business Administration-Public Administration. In 1989, İskurt started his career as a Survey Engineer at the Van 11th Regional Directorate of the Directorate General of Highways. Over time, he served as a control engineer, control chief, and chief engineer in various regions.
Enver İskurt successfully held the positions of Director of the Highways and Bridges Department and Head of the Highways Department (Operations Department) at the General Directorate of Highways before taking on the role of Chairman of the Inspection Board. Since 2018, İskurt has been serving as the Deputy Minister of Transport and Infrastructure of the Republic of Türkiye. During his tenure, he oversaw major repair projects and construction of the 15 Temmuz Şehitler Köprüsü (15 July Martyrs Bridge) and the Fatih Sultan Mehmet Bridge. He was also involved in the planning and construction of build-operate-transfer (BOT) projects, including the Osmangazi Bridge and the Yavuz Sultan Selim Bridge. Additionally, he contributed to the development, approval, and construction tender processes for the 1915 Çanakkale Bridge.
Enver İskurt is married and father of 2.
Yiğit Bulut is a Chief Advisor to the President of the Republic of Türkiye. He is an economist, financial analyst, banker, journalist, and columnist. Over the course of his career, he has worked as an economic commentator at Kanal 6, Kanal E, and CNN Türk and written columns for prominent newspapers including Radikal, Vatan, Referans, and HaberTürk.
In addition to producing and hosting programs such as Parametre and Finans Analiz, Mr. Bulut also taught as a lecturer at Doğuş University for a period. Between 2009 and 2012, he served as the Editor-in-Chief of HaberTürk TV, contributed as an economic commentator for Bloomberg Türkiye, and wrote columns for Gazete HaberTürk. Between 2012 and 2013, he was the Editor-in-Chief of 24 TV and a columnist for Star newspaper. During this time, he also continued to host the debate program Sansürsüz, which he had launched on HaberTürk TV in 2009.
In July 2013, Mr. Bulut was appointed as Chief Advisor to the Prime Minister, a position he held until August 2014. Since then, he has served as Chief Advisor to the President of the Republic of Türkiye. Mr. Bulut graduated from Galatasaray High School and obtained his undergraduate degree in Banking and Finance from Bilkent University. He later pursued graduate studies at Sorbonne University.
Yiğit Bulut is fluent in English and French. He is married.
Selim Dursun Independent Member of Board of Directors
Selim Dursun was born in Istanbul in 1957. He graduated from Yıldız Technical University in 1980 with a degree in Mechanical Engineering. Between 1980 and 2002, he worked in the private sector as a Mechanical Engineer and held various managerial positions. He served as an Advisor to the Minister at the Ministry of Transport and Infrastructure from 2003 to 2005, as the Executive Assistant to the Minister from 2005 to 2011, as the General Manager and Chairman of TÜDEMSAŞ from 2011 to 2012, and as an Advisor to the Minister at the Ministry of Transport and Infrastructure from 2012 to 2015.
He was elected as a Member of Parliament for Sivas in the 25th and 26th legislative terms of the Grand National Assembly of Türkiye. In the same period, he worked as the Chairman of Peru Friendship Group of Parliament of the Republic of Türkiye. He carried out various social activities in Non-Governmental Organizations as chairman, manager and member.
He served as a Board Member of the Taekwondo Federation between 2004-2007, as the Chairman of Transportation Sports Club Association between 2006-2015 and as the president of Sivas Demirspor Club between the years of 2011-2012.
He served as the Deputy Minister of the Ministry of Transport and Infrastructure of the Republic of Türkiye between July 2018 – June 2023.
Selim Dursun is married and father of 4.
Ümit Önal, a graduate of Istanbul University Faculty of Communication, started his professional life in media and communication sector. He joined Turkuvaz Media Group in 2007 and served as the General Manager of ATV, Advertising Group President and Executive Board Member, respectively, until 2015. After being appointed as the Board Member and CEO of Digitürk in 2015, he managed Digiturk's sales process to BeIN Media Group. Önal joined Türk Telekom family as the Assistant General Manager responsible for Sales and Customer Services at the end of 2016, and in December 2018, he was appointed as the Assistant General Manager responsible for Marketing and Customer Services, and in August 2019, he was appointed as the CEO of the company. Having more than 20 years of experience in the media and communication sector, Önal has contributed significantly to the process of radical change in the Turkish media, and he continues to lead the digital and technological transformation of Türkiye in Türk Telekom.
Throughout his career, Ümit Önal has actively taken positions in national and international associations. Önal served as the Chairman of the Board of Mobile Telecommunication Operators Association (m-TOD) in 2020 and 2022; he is still actively, member to Foreign Investors Association (YASED), Board Member at US Business Council Member of Foreign Economic Relations Board (DEIK).
Önal joined the Türk Telekom family as the Assistant General Manager responsible for Sales and Customer Services at the end of 2016, and was appointed as the Assistant General Manager responsible for Marketing and Customer Services in December 2018.
In August 2019, Ümit Önal was appointed as the CEO of the company and has been serving as a member of the Türk Telekom Board of Directors since March 2022.
Kaan Aktan graduated from Boğaziçi University in Economics in 1995 after attending Galatasaray High School. He started his career at Anadolu Group. He worked at PepsiCo Türkiye in Operations in 2002, and afterwards he worked at Texas Pacific Group Investment Fund's Türkiye Asset Management companies as finance manager beginning in 2007. He joined Türk Telekom in 2010 as the Director of Financial Projects. He was appointed as TTNET CFO in March 2013. During his successful term of employment, he has also taken on several management roles at Türk Telekom and Türk Telekom Group Companies.
Mr. Aktan has been serving as Finance Assistant General Manager since December 2016.
Upon graduating from the Faculty of Economics at Erciyes University in 1996, Dr. Hüseyin Aslan received his master's degree in the department of International Relations and Diplomacy at the University of London/SOAS in England in 1999; he then received his PhD from the department of Political Sciences at the University of Exeter in 2008. He took an active role in the establishment of the Turkish Department at the London School of Economics, where he did his post-doctoral studies.
He served as an intern and consultant at the House of Lords and as a Board Member at the Turkish-British Chamber of Commerce and Industry for 5 years.
In 2007, he served as the founding representative of the UK and Northern Ireland for the Prime Ministry Investment Support and Promotion Agency of the Republic of Türkiye. He organized and attended many important meetings regarding Türkiye's administrative and economic issues on various platforms, especially at the House of Lords.
In 2010, he was appointed as the Vice President of the Prime Ministry Investment Support and Promotion Agency. He worked at the Investment Agency Centre for 5 years as the Vice President responsible for the preparation and implementation of Türkiye's Investment and Promotion Strategy Document, communication promotion, marketing, and international desks. He carried out the processes of implementing the necessary regulatory transactions and different business models to provide a competitive structure for Türkiye's investment environment.
Lastly, he served as the Assistant General Manager responsible for investor relations at Tower Company of Turkcell İletişim Hizmetleri A.Ş. Subsequently, he worked as a consultant in the Human Resources department and wrote nearly 30 articles.
Hüseyin Aslan knows English, Arabic and Italian.
Dr. Hüseyin Aslan has been serving as Türk Telekom Human Resources Assistant General Manager since January 2024.
Dr. Mehmet Beytur Support Services and Procurement Management Assistant General Manager
After receiving a bachelor's degree in Electronics and Communication Engineering from Istanbul Technical University, Dr. Mehmet Beytur completed his master's degree in Economics at Marmara University with his thesis titled 'Energy Resources and Cooperation Opportunities of Islamic Countries.' In 2008, he received a doctorate degree from Gebze Institute of Technology with his thesis titled "Utilization of Outsourcing" in the field of Business Administration.
He started his career as an access engineer at Türk Telekom (which was at that time named PTT) in 1991, and after serving as chief engineer, manager, assistant regional manager, and provincial manager, he has served as Istanbul Regional Manager for more than 10 years. In this role, he carried out technical, commercial and all support functions.
He has worked on technology, customer, system, and management-based transformation projects in the company and the sector. Dr. Mehmet Beytur is the Chairman of the Board of Directors of the Türk Telekom SYS (Health and Social Aid Foundation) as well as serving as a member of the Board of Directors for Türk Telekom Group Companies.
Dr. Mehmet Beytur has been serving as the Support Services and Procurement Management Assistant General Manager since September 2019.
Mustafa Çavuşoğlu received his bachelor's degree from Istanbul University, Faculty of Political Sciences, Department of Public Administration and his master's degree from Selçuk University, Department of Public Administration.
Starting his career as an auditor at the Ministry of Agriculture and Forestry in 1997, he served as Deputy Private Secretary and Minister Advisor between 2003 and 2005. During this period, he was actively involved in the restructuring of the Ministry and the development of the financial infrastructure, accounting systems, and legislation activities of agricultural non-governmental organizations.
In 2005, he was appointed as Internal Auditor to the Scientific and Technological Research Council of Türkiye (TÜBİTAK). Later that year, he was appointed as the Head of Internal Audit and held this position until 2014. During his presidency, he provided consultancy services to improve corporate business processes, as well as the development of internal control and internal audit systems. He also gave training sessions and seminars and wrote articles within the scope of promoting and developing internal audit activity.
In 2014, he was appointed as the Chairman of the Board of Inspectors of TÜRKSAT Uydu Haberleşme ve Kablo TV İşletme A.Ş. and served in this position until January 2024. At TÜRKSAT, he led the process of establishing and developing an audit system in line with the Global Internal Audit Standards. In addition to his duty as Chairman, he actively participated in important activities in the process of updating the company's legislation at all levels, creating new regulations and institutionalization, and served as a Commission Member and Commission Chairman. He served as a consultant to the General Manager, the Audit Committee, and the Board of Directors on administrative, financial, and fiscal issues and process improvement.
In January 2024, Mr. Çavuşoğlu was appointed as the Head of Internal Audit at Türk Telekomünikasyon A.Ş. He has been a member of the Institute of Internal Auditing -
Türkiye (TİDE) since 2014 and a member of the Audit Board of the Access Providers Association (ESB) since 2016. He acted as a founding member of the Board of Directors of TCDD Teknik A.Ş. in 2018-2019. He served as the Vice Chairman of the Board of Directors of the Public Internal Auditors Association (KIDDER) in 2022 and 2023, and he currently holds a position as a member of the Advisory Board of KİDDER.
Mustafa Çavuşoğlu has been serving as the Head of Internal Audit at Türk Telekom since January 2024.
Osman Çolak graduated from Istanbul University, Faculty of Political Sciences, Department of Public Finance in 2001. Before starting his corporate career as an Accounting Specialist at TTNET Corp. in 2008, he worked in the accounting and financial consultancy area in various companies.
He took part in many projects in the process of structuring corporate functions at TTNET Corp, and upon taking over various managerial positions in the Finance department, he served as the Director of Sales Finance and Fraud Control and as CEO Office directorate respectively until the integration of Türk Telekom Group.
After the integration, he managed different departments under the Sales function and then served as the Channel Operations Director and Sales Development Director under Türk Telekom Consumer Sales Department.
Osman Çolak, who most recently served as TT CEO Office Director, has been serving as Consumer Sales Assistant General Manager since November 2023.
Mustafa Eser graduated from the Department of Physics at Hacettepe University in 1996. Between 1996 and 1998, he conducted his master's degree studies at the University of Cologne and Heinrich Heine University in Düsseldorf. Since 1998, he has been in the Information and Education sectors as an entrepreneur and a manager. Between 2007 and 2014, he worked at Türksat A.Ş as a director. Between 2014 and 2017, he worked as the Manager responsible for Public Sector Relations and Regulation at Digitürk. Since May 2017, he has served as the Public Sales Director at Türk Telekom. Mustafa Eser is the Chairman of the Board of Directors of Sebit A.Ş., a subsidiary of Türk Telekom and Türkiye's leading educational technology company, and also serves as a member of the Board of Directors of Türk Telekom Sports Club and is responsible for the basketball branch.
Mustafa Eser has been serving as the Corporate Sales Assistant General Manager of Türk Telekom since April 2020.
Gökhan Evren was born in Tokat in 1978. After graduating from Trabzon Yomra Science High School, he graduated from Marmara University, Department of Computer Engineering in 2000. He received a master's degree in Science and Technology Policy from Middle East Technical University (METU) and also a master's degree in Communications from the University of Westminster in London. He completed the Cybersecurity Program at Carnegie Mellon University and the Regulation Program at Michigan State University in the US. He is continuing his PhD studies in Political Science at Hacettepe University.
After working as a software engineer in the private sector from 2000, Gökhan Evren joined the Information and Communication Technologies Authority in October 2001 and worked as an ICT expert and chief expert in departments including tariffs, competition, consumer rights, information technologies, etc.; since 2014, he has managed regulation, audit and cyber security operations with the titles of manager, head of department and Deputy Head of the Institution respectively.
He worked for the establishment of the National Cyber Incident Response Centre (USOM) within ICTA, the creation of malware and digital analysis laboratories, the development of domestic and national cybersecurity solutions and systems, the acquisition of cyber threat intelligence capabilities, the creation of cybersecurity organisational structure throughout the country, and capacity building processes.
He had been serving as the General Manager of Communications at the Ministry of Transport and Infrastructure since 2018 and has implemented projects for the expansion of universal service mobile infrastructure and networks. He is also vice chairman of the Cybersecurity Working Group at the International Telecommunications Union (ITU).
Gökhan Evren has been serving as Assistant General Manager of Türk Telekom Wholesale Services since November 2023.
After graduating from Istanbul Kültür University, Department of Industrial Engineering, Ahmet Kamil Gençel completed his MBA at the same university. He started his career in the Regulatory Strategy department at Avea. He took an active role in critical processes such as mobile number portability and the 3G tender process. During the liberalization of our country's telecommunications sector, when the number of operators in the market increased rapidly, he took a strategic role in the sector by serving as the Inter-Operator Relations and Wholesale Services Manager.
Following this position, Ahmet Kamil Gençel served as Strategy & PMO Director at the Turkish Radio and Television Corporation TRT, where he managed the preparation process of TRT's new term strategy and business plans, the Corporate Transformation process, the establishment of TRT World, and took an active role in the formation of TRT's digital VOD platform and game vertical. Before joining our company, he served as the Assistant General Manager responsible for TRT Strategy & Digital Products.
Ahmet Kamil Gençel has been serving as the President of Türk Telekom Strategy, Investment and Subsidiary Management since November 2023.
Ali Gürsoy graduated from the Faculty of Management at Bilkent University in 1993. He started to work for Şişecam Group as an assistant specialist in 1995 and continued his professional life at Esbank T.A.Ş as a specialist in the marketing department. In 1997, he relocated to the United States and worked as a Financial Analyst at ATB Consulting (New York), followed by a role as a Financial Risk Manager at Aragon Asset Management (Chicago).
In addition to his professional life, Ali Gürsoy continued his education and graduated from Pace University with an M.S. in Investment Management in 2001, from Columbia University with a graduate diploma in Computer Science in 2003, and from the University of Chicago with an M.S. in Financial Mathematics in 2005 in the United States and from Sabancı University with an M.S. in Data Analytics in 2021 in Türkiye.
After his return to Türkiye in 2006, Ali Gürsoy worked as the Assistant General Manager at Risk Türk Financial Software Company for five years. During this period, Ali Gürsoy led the team that provided software and consulting services related to market risk, credit risk, asset-liability management, and portfolio management within the company. He managed a portfolio of clients consisting of Türkiye's leading banks, investment, and portfolio management companies. Since 2011, Ali Gürsoy has continued his professional career at Türk Telekom Group, where he led the establishment of the functions of Corporate Risk Management, Business Continuity, Internal Control, and Sustainability. In addition to this role, Gürsoy also served as the Assistant General Manager of Finance at AssisTT A.Ş., one of the Türk Telekom Group companies, from 2018 to 2020.
Ali Gürsoy has been serving as the Head of Enterprise Risk and Business Continuity at Türk Telekom since December 2019.
Tahsin Kaplan graduated from Marmara University Faculty of Law in 1999 and has more than 20 years of experience in the field of Corporate Law and Regulation in both private and public institutions. After starting his professional career as a freelance lawyer, he took office under the titles of Legal Adviser, Group Head of Legal Affairs and has held several Board Memberships in the finance and media sectors. He has been working as a freelance lawyer since 2016.
Tahsin Kaplan has been serving as the Legal and Regulation Assistant General Manager of Türk Telekom since August 2021.
He was born in Elazığ in 1973. After graduating from the Department of Electronics of Elazığ Central Technical High School, he completed his undergraduate education at Fırat University in the Department of Mechanical Engineering. He has a master's degree with a thesis in Business Management from Bahçeşehir University. He started his career in 1993 as Elazığ PTT Network Group Chief Engineer, and in 2000, he took a position in the Marketing Department of Türk Telekom Elazığ Provincial Directorate. In 2003, he was appointed as the Organization and Process Management Manager of the Strategy Directorate of Türk Telekom General Directorate, and then he served as the Organizational Development Manager. Between 2011 and 2016, he worked as the Deputy Regional Director of Access and the Deputy Regional Manager of Commercial Activities at Türk Telekom Ankara Regional Directorate of Central Anatolia. Between 2016 and 2020, he managed the institutional transformation program of the Central Bank of the Republic of Türkiye as the Assistant General Manager and later as the General Manager of Corporate Transformation. In 2020, he first served as the Assistant General Manager of Business Development and then as the General Manager at Ulak İletişim A.Ş., a telecommunications company affiliated with the Defence Industry Presidency. In February 2024, he left his position as General Manager of Ulak İletişim A.Ş. and has become the General Manager and Group CEO of Molekül A.Ş., which includes the companies Masttech, Inttow and Numesys.
Zafer Orhan has been serving as the Türk Telekom Network Assistant General Manager since July 2024.
Zeynep Özden graduated from Bilgi University's Department of Public Relations in English and started her career in Corporate Customer Services at BP Petroleum. She took on professional and managerial responsibilities in the fields of strategic planning and performance management in the communication and media sectors. She joined Türk Telekom Group as the Commercial Planning Director in 2017 and carried out the Projects for Efficiency of Sales Channels and Restructuring of Corporate Sales Customer Segmentation. Özden has most recently served as the Marketing Intelligence and Customer Experience Director, and has been responsible for Marketing Planning, Pricing, Customer Experience, and Customer Analytics.
Zeynep Özden has served as the Marketing and Customer Experience Assistant General Manager since September 2022.
Ali Taşkın graduated from Istanbul Technical University's Department of Electronics and Telecommunications Engineering in 1991. After his graduation, he started his professional career at Türk Telekom (PTT as it was known at the time). He took part in various projects until 1996. He completed his master's degree work in Accounting and Financial Control in Management at Istanbul University from 1991 to 1992. After his military service, Mr. Taşkın continued his career at Turkcell and Netaş between 1996 and 1998, moved to the US at the end of 1998, and worked as a manager in the field of technology at LCC Int, Nortel Networks, and Comsearch until 2003. During this period, he took master's classes on Marketing and Human Resources Management at Strayer University. In 2003, he returned to Türkiye and joined Türk Telekom's GSM company Aycell (Avea) as the Director responsible for Network Planning, Installation, and Optimization and he took an active role in the Aycell-Aria merger. After the merger, he assumed the role of Network Performance and Quality Director and the Director of the Project Management Office at Avea. Taşkın took over the duty of the founding General Manager of GSM operator Eagle in Albania in 2007 and continued until 2011. Between 2011-2013, he provided Management Consultancy focused on e-Government, Telecom, and Energy projects in Türkiye and the Balkans. In 2013, he joined İşbank Group and worked as the Director responsible for Technology, Operations, Management, and Strategy at İşNet until 2018.
Ali Taşkın began working as a consultant at the Information Technologies and Communication Authority (BTK) in April 2019, joined PTT Bilgi Teknolojileri A.Ş. as Deputy General Manager in August 2019, and has been serving as the General Manager of PTT Bilgi Teknolojileri A.Ş. since 2020. He has also been serving as the Deputy Chairman of the Board of Directors.
Ali Taşkın is married and has two children.
Ali Taşkın has been serving as the Assistant General Manager of Information Technologies since November 2023.
Ismail Emanet completed his undergraduate education in the Mathematics-Computer Science department at Beykent University. Afterwards, he started his master's degree in the field of Business Administration at Beykent University. Later, he completed the Sociology department at Istanbul University and finally obtained a master's degree in Banking from Marmara University.
Ismail Emanet, with over 17 years of experience in the private sector, public sector and civil society; has worked in areas such as enterprise resource planning, digital transformation, SAP consultancy, human resources management, education, technology, financial and management consultancy.
Mr. Emanet who has been actively involved in various activities within civil society organizations for many years, has held active roles in institutions such as the Yunus Emre Foundation, the Union of Civil Society Organizations of the Islamic World and the Turkey Youth Foundation.
He has a good command of English and he is married with three children.
Haktan Saran graduated from the Department of Statistics, Mimar Sinan University in 1998, then completed an MBA Programme in Istanbul Bilgi University.
Starting his business career in 1995 in a call centre of Koçbank, Saran has held different positions in the field of the call centre business, and then served as Director of Alternative Distribution Channels at Denizbank between 1999 and 2004. He has held the position of Operations Manager, Customer Services at Turkcell Global Bilgi Information between 2005 and 2014, and then of Assistant General Manager in charge of Individual Operations. He has served as General Manager at Alonet Bilgi A.Ş. between 2014 and 2018. He also served as a Board Member and Vice President of the Call Centre Association between 2015 and 2018, and as of May 2020, he has reinstated as Vice President.
Haktan Saran joined the family of AssisTT as Operations Assistant General Manager in December 2018. Since December 2019, he holds the position of General Manager at AssisTT.
10 Serdar Toraman served as the General Manager of Innova in the 2024 activity year. As of the date of the report, Hüzeyfe Yılmaz is in charge.
Hüzeyfe Yılmaz graduated from Kocaeli University Department of Electronic Communication Engineering in 2000 and completed his master's degree at Gazi University Department of Electrical and Electronic Engineering. During his master's degree, he received language training at Middle East Technical University.
Yılmaz started his career as an engineer in 2001 and served as Technical Operations Manager and Infrastructure and Operations Director at TÜRKSAT A.Ş. between 2005- 2014. He served as Head of the Information Processing Department at the Ministry of Youth and Sports of the Republic of Turkey between 2014-2018 and assumed the position of General Manager in the same ministry between 2017-2018. He served as General Manager and Board Member at the IT and technology company TARNET A.Ş. between 2018-2022. By the decision of the Board of Directors, he was appointed as the Head of the Information Technologies Group in July 2022.
By presidential decree, he served as the Deputy Minister responsible for Information Technologies at the Ministry of Health of the Republic of Turkey between June 2023 and September 2024. During his tenure at the Ministry of Health, he conducted studies in the fields of artificial intelligence in health, big data analytics, cybersecurity, innovative and personalised health technologies and led these projects.
Yılmaz, who has been serving as a visiting professor at Ankara Bilim University since 2020, teaches in the field of "Information Technologies". Yılmaz, who speaks English and Arabic fluently, is married and has two children.
Yavuz Yıldırım graduated from Uludağ University in 1999 from the Faculty of Economics and Administrative Sciences, Department of Business Administration. Following his past work experiences in trading, he started his career in 2002 at Telsim, followed by various positions in sales and marketing units at Nortel Networks Netaş between 2004 -2006 and then Vodafone between 2006-2009). Mr. Yıldırım joined Türk Telekom in 2009 as Director of SME Sales Operations and contributed to the establishment of SME sales channel. In November 2011, he undertook the Wholesale Sales Director role and served as the President of Türk Telekom Wholesale Clients Business Unit between April 2015 - December 2016. He then continued his career at Türk Telekom as Wholesale Assistant General Manager between December 2016 and November 2023.
Mr. Yıldırım has been the Chief executive officer of Türk Telekom International since November 2023.
Salih Çil graduated from Trakya University, Department of History in 1998. Mr. Çil started his career at İGDAŞ A.Ş. in the same year, performed various managerial duties there. Between 2010 and 2015, he worked as the Purchasing and Tender Manager at Istanbul Metropolitan Municipality Health Inc. Mr. Çil, who also served as the General Manager of the Youth Foundation of Türkiye in 2015, worked in the position of General Manager in İSPER A.Ş., a subsidiary of Istanbul Metropolitan Municipality and the largest human resources company in local administrations in Türkiye in terms of both budget and personnel, in 2017. In 2020, Salih Çil started to work at one of Türk Telekom Group subsidiaries, İnnova A.Ş., and performed in the positions of Financial and Administrative Affairs Assistant General Manager and Sales Assistant General Manager.
Since December 2021, he has been working as SEBİT CEO, another Türk Telekom Group subsidiary, which produces national and international education solutions by using technology innovatively and effectively.
Within the framework of its sustainable growth strategy, Türk Telekom Group aims to grow in its main business lines and accelerate the digitalisation of the country by determining its priorities that will serve its vision of leading the digital and technological transformation of the country. In addition, we aim to redefine customer experience with agile structures, use data more effectively and achieve efficiency through digital transformation. In order to achieve these goals and objectives, we are taking strong and confident steps in our focus areas with our strong organisational structure. In this context, there has been no change in the organisational structure of our Company in 2024.
| Corporate Name | Türk Telekomünikasyon A.Ş. |
|---|---|
| Core Business | Telecommunication and Technology Services |
| Stock Exchange | Borsa Istanbul (BIST) |
|---|---|
| Average Daily Trade Volume (02/01/2024-31/12/2024) | TL 0.9 bn |
| Market Capitalization (31/12/2024) | TL 152.2 bn |
| End Price (31/12/2024) | TL 43.48 |
| High (02/01/2024-31/12/20243) | TL 54.85 |
| Low (02/01/2024-31/12/2024) | TL 24.96 |
| Average Price (02/01/2024-31/12/2024) | TL 42.39 |
Source: Matriks
| Listing | ISIN Code/Type |
Issue Amount |
Issue Price |
Issue Date | Maturity | Redemption Date |
Redemption Plan |
Interest Rate |
|---|---|---|---|---|---|---|---|---|
| Irısh Stock Exchange |
XS1955059420 / Eurobond |
USD 500 mn (USD 300 mn was redeemed) |
99.396 | 28.02.2019 | 6 Years | 28.02.2025 | Coupon payment every 6 months, principal amount will be paid at the end of the expiry date |
7.00% (Coupon interest rate 6.875%) |
| Irısh Stock Exchange |
XS2820499619 Sustainable Eurobond |
USD 500 mn |
100.00 | 20.05.2024 | 5 Years | 20.05.2029 | Coupon payment every 6 months, principal amount will be paid at the end of the expiry date |
7.375% (Coupon interest rate 7.375%) |
| Fitch | S&P Global Ratings | |
|---|---|---|
| Last Update | 18 September 2024 |
14 December 2024 |
| Long Term Rating | BB- | BB |
| Outlook | Stable | Stable |
| National Long Term Rating | AAA(TUR) |
• Leading the digital transformation of Türkiye, Türk Telekom ranked the first in Europe in the Eye on Innovation organised by Gartner, a technology research company, with its NOVA ALFA (Advance Line Fault Analytics) project which is
developed to provide efficiency in its operations and uses artificial intelligence methods.
• The innovative solutions for in-home Wi-Fi use developed by Türk Telekom engineers were deemed worthy of the first place award in the "Best In-Home Wi-Fi" category by the Wireless Broadband Alliance (WBA), one of the top-ranking international organisations that steer Wi-Fi technologies.
• The TahtApp application, developed within the scope of the Günışığı project and providing equal opportunities in education for children with low vision, won the award in the "Sustainability and Social Responsibility" category at the New Gen Awards, where the most creative and effective projects focused on artificial intelligence are awarded by the jury and artificial intelligence evaluation.
Türk Telekom continues to carry out its projects with the aim of transforming technology into welfare and benefit and avchieving an accessible life for everyone with the understanding of "Value to Türkiye". The R&D studies of the project initiated by Türk Telekom to facilitate the lives of individuals who cannot use their hands due to muscle diseases such as ALS and paralysis has borne fruit. Productisation efforts have begun for the innovative solution that allows patients to use their computers with their eye movements. The application, which allows the individual to control the computer and peripheral equipment such as lights, air conditioning, and television connected to the computer with their eye movements, works without the need for additional equipment such as glasses or external cameras..
The leader of Türkiye's digital transformation, Türk Telekom is taking pioneering steps in innovative technologies. Türk Telekom and ZTE jointly implemented the first FTTR pilot application with 50 Gbps broadband access in Europe. Carrying three different wavelengths together and using 50G PON technology in a single fibre cable, the pilot application also supports wireless Wi-Fi solutions at high speeds. Offering access to high speeds via fiber cables allocated to each room or office, this technology provides effective solutions for applications requiring high bandwidth in commercial premises or buildings as well as for home users.
Türk Telekom became the first operator in Türkiye to test 1 Terabit per second (Tbps) optical transmission speed over long distances using the next generation DWDM (Dense Wavelength Division Multiplexing) technology. In the test conducted between Istanbul and Ankara in cooperation with Nokia, 1 Tbps speed was successfully achieved over a single DWDM channel. This test for internet and data transmission achieved speeds 2.5 times faster than the current optical transmission technology, while at the same time providing significant energy savings.
In the coming years, efforts will be made to increase Türk Telekom Group's R&D activities. In this context, the 6G Research Centre planned to be established by Türk Telekom in line with its innovation-focused technology development targets in 2024, was accepted within the scope of the TÜBİTAK 1515 Program. The established research centre aims to develop innovative solutions in the field of 6G and beyond communication technologies, strengthen national and international collaborations and build a sustainable R&D ecosystem. It will transform Turkey into a hub that develops advanced technology with national and international collaborations.
Türk Telekom applied for a total of 802 patents in 2024. In addition, Türk Telekom made a total of 60 publications in national and international journals and conferences. While studies continue for 9 projects funded by the European Union and TÜBİTAK, a total of 17 project applications were made to the European Union and TÜBİTAK programs.
In 2024, Türk Telekom continued its support for the 5G and Beyond Joint Graduate Support Program launched by BTK (ICTA) in 2018. Türk Telekom ensured the best adaptation of the students it positioned as its employees to the telecommunications sector.
Within the scope of this program conducted by BTK, 26 students are currently continuing their duties at Türk Telekom and their postgraduate and doctoral education at their higher education institutions. To date, more than 65 academic publications and 4 nationally registered patents have been produced by the students we have supported.
Türk Telekom is establishing a technology laboratory at Aydınlıkevler Headquarters where the latest technologies will be exhibited. This centre will offer applications such as 5G-powered mobile robots, VR experiences and voice cloning. The laboratory will allow users to experience innovative technologies in the metaverse world.
With our 8 contributions to ITU (International Telecommunications Union Telecommunication Standardization Sector) standards, we became the operator that contributed the most from Türkiye to ITU in the last two years. In addition, we have strengthened our global visibility by increasing our activity in international organisations such as Wireless Broadband Alliance (WBA), Etsi and Linux Foundation.
Türk Telekom actively participates in the SG12, SG16 and SG20 working groups within the ITU. The studies aim to contribute to the setting of global standards and to introduce innovative solutions. Türk Telekom's leadership in regulatory affairs strengthens international collaborations.
WiFi HaLow, a next generation wireless network technology with low power consumption and long range, enables the establishment of a wider IoT ecosystem, especially in areas such as smart cities, agriculture and industry. The technology's operability was demonstrated with the indoor and outdoor tests we conducted within Türk Telekom. As the first operator to conduct this test in Europe, we have achieved a significant success.
Our Company's financial reports for 01.01.2024 – 31.12.2024 accounting period will be disclosed to public on 10.03.2025.
As per the decision of our Audit Committee, compliant with the corporate governance principle no 4.5.9 of Corporate Governance Communique of the Capital Markets Board, our Company's Board of Directors has resolved to appoint Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Ernst & Young) for the auditing of our Company's accounting period of 2025, pursuant to the Article 399 of Turkish Commercial Code and the article 17/A of our Company's Articles of Association. The decision will be submitted to the approval of shareholders at the 2024 Ordinary General Assembly Meeting.
Our Company's bond (ISIN: RegS XS1955059420 and 144A US90011QAC42) issued to qualified investors abroad on 28.02.2019 with the maturity of 6 years, has matured and the amount of interest and principal has been redeemed on 28.02.2025.
As of the date of announcement of Annual Report, the Board of Directors has not made a proposal to General Assembly for dividend distribution. Once the Board of Directors makes a proposal, it will be announced separately.
This Report is prepared and issued in reliance upon paragraph (1) of Article 199 of the Turkish Commercial Code No. 6102, to the extent of knowledge of the Board of Directors of our Company, with respect to the relations of our Company with its Controlling Company and with other affiliates of its Controlling Company in the 2024 fiscal year. Therefore, it is undersigned and hereby declared that each legal transaction mentioned in the Report is balanced with an appropriate counterperformance, and that our Company has not incurred any damages or losses due to any measure taken or avoided.
Türk Telekomünikasyon A.Ş. ("Türk Telekom") pays utmost attention to implementing the Corporate Governance Principles published by the Capital Markets Board of Türkiye ("CMB"). The Company updates its annual and interim activity reports and corporate website, and makes them available to its shareholders within the framework of the said principles. Shareholders have access to comprehensive information through the Türk Telekom Investor Relations website, which is constantly kept up-to-date, and may also direct their queries to the Investor Relations and Sustainability Department.
In 13.12.2024, the corporate governance rating assessment report of Türk Telekom was prepared by SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. (SAHA), which holds an operating license to perform rating assessment in Türkiye in line with the CMB Corporate Governance Principles.
The Company received an overall average rating of 9.40 as a result of a corporate governance rating assessment. The Company's Corporate Governance rating was determined with the assessment carried out under four main categories (Shareholders, Public Disclosure and Transparency, Stakeholders, Board of Directors) with weightings assigned within the framework of the CMB's Corporate Governance principles.
The breakdown of corporate governance rating under these major categories was as follows:
| Subcategories | Weight | Rating |
|---|---|---|
| Shareholders | 25% | 87.52 |
| Public Disclosure & Transparency | 25% | 98.85 |
| Stakeholders | 15% | 99.51 |
| Board of Directors | 35% | 92.92 |
| Total | 100% | 94.04 |
The rating of 9.40 assigned by SAHA based on the Corporate Governance Principles is a clear indicator that the Company is largely compliant with the CMB Corporate Governance Principles and has brought the necessary policies and measures into effect. The Company will maintain its efforts to fully comply with the Principles of Corporate Governance.
Pursuant to the Communiqué No: II-17.1 dated January 3, 2014 of the Capital Markets Board on the Corporate Governance, and relevant regulations, the non-complied issues and their grounds are listed below. No conflict of interest has occurred to date due to the principles that are not complied.
The privileges attached to the Golden Share held by the Ministry of Treasury and Finance of the Republic of Türkiye are statutory (the law numbered 4673), and the Company is not authorised to amend these privileges.
In order to ensure the participation of employees in the decision-making processes regarding the company's Human Resources policies, processes and practices, continuous employee listening mechanisms such as DNA-What Does Your Experience Tell You? and focus group interviews have been established, and models for the participation of company employees in management have been developed with applications such as Business Ethics and Disciplinary Processes, Occupational Health and Safety, Dispute Resolution Board, and Inventor Idea System.
The Articles of Association of the Company was prepared taking into account the ratio determined by the Turkish Commercial Code in relation to minority rights.
Due to the number of independent members of the Board of Directors of the Company, some Independent members of the Board of Directors are assigned in more than one committee.
No assessment has yet been carried out as of the publication date of the Annual Report.
At Türk Telekom, the activities with respect to regular management of relationships with existing and potential shareholders and fixed income investors, responding efficiently to queries from investors and analysts, and activities targeted at increasing the value of the Company are carried out by Investor Relations and Sustainability Department ("the Department") which reports to Assistant General Manager of Finance (CFO).
Execution of the responsibility arising from capital markets legislation and coordination of corporate governance practices is supervised by the Director of Investor Relations and Sustainability, Gülsen Ayaz, who holds Capital Market Activities Level 3 and Corporate Governance Rating licenses, and is also responsible for the management of Investor Relations activities.
The primary activities handled by the Department are as follows:
• Including all kinds of cases related to Corporate Governance and Public Disclosure, performing the requirements of the Capital Market Regulations, and handling necessary internal and external disclosures and monitoring related processes,
• Sharing stock related information within the Company, by monitoring the composition of domestic/foreign investors and significant changes in trading volume of Türk Telekom shares which are traded on the Borsa Istanbul.
For questions related to dividends and voting at the General Assembly, please contact the Corporate Governance and Compliance Group Manager, Eren Öner via [email protected] e-mail address.
The Department received over a thousand requests for information by telephone and email during 2024 and all these inquiries were responded.
In 2024, Türk Telekom held meetings with 280 equity and bond investors from different geographies and considers providing timely, continuous and accurate information to its investors among its top priorities. Türk Telekom Investor Relations participated in investor conferences and non-deal roadshows in 2024, organised a deal roadshow within the scope of the Sustainable Eurobond issuance. It also provided comprehensive information to analysts about the company's financial and operational performance at an event it organised for analysts. Türk Telekom Investor Relations continued to organize teleconferences throughout the year, following the announcement of quarterly financial and operational results, for the Company's senior management to share their assessments for the relevant quarter and for investors and analysts to ask questions to the management.
Paying utmost attention to the implementation of the principles set out in the Corporate Governance Principles published by the Capital Markets Board, Türk Telekom protects the interests of all shareholders and stakeholders equally in a transparent and close relationship. Türk Telekom Investor Relations and Sustainability Director continues serving as a member of the Company's Corporate Governance Committee.
| Name and Last Name | Job Title |
|---|---|
| Gülsen Ayaz | Director |
| Eren Öner | Group Manager |
| Gaye Yalçın | Manager |
| Furkan Ceylan | Manager |
| Hazal Koçoğlu | Senior Associate |
| Başak Erik Kızıldoğan | Senior Associate |
| Ömer Abdurrahman Demircan | Associate |
| Elif Sabreden | Associate |
| Selin Ceryan | Associate |
Phone: +90 212 309 96 30
E-mail: [email protected]
Within the framework of the Turkish Commercial Code No. 6102, queries other than those relating to trade secrets and undisclosed information received from shareholders and analysts by the Investor Relations and Sustainability Department by letter, telephone, email or other means are answered in the fastest and most effective way possible upon contacting the relevant person with the highest authority on the related matter. More than a thousand information requests were answered by Türk Telekom in the relevant period. Furthermore, information and developments related to Türk Telekom, which may be of concern to the shareholders, are published both in Turkish and English, and both in current form and retrospectively in order to ensure shareholders' exercise of their right to obtain information and quick and easy access to information through the Investor Relations website. They are also regularly communicated to those registered on the database through email.
The www.ttyatirimciiliskileri.com website with the relevant documents is periodically updated in accordance with the legislative requirements.
Further details related to the use of the shareholders' right to obtain information are presented under the heading of the "Corporate Investor Relations Website and its Content" that can be found below.
Company activities are periodically audited by independent auditors appointed by the General Assembly upon proposal by the Board of Directors. Independent audit services for the activities conducted in 2024 were provided by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Ernst & Young).
There is no article related to the appointment of a special auditor in the Articles of Association. There was no request for the appointment of a special auditor in 2024 and no special audit was conducted. On the other hand, the Company is subject to the audit of numerous independent administrative authorities, primarily ICTA. The results of inquiries and audits are disclosed to the public in the context of disclosure of material events regulated by the Communiqué on Material Events Disclosure.
Minority shareholders' rights regarding the appointment of a special auditor are regulated in the Articles 438 and 439 of the New Turkish Commercial Code 6102.
The arrangements regarding the General Assembly Meetings of the Company, is in the Articles of Association of Türk Telekomünikasyon A.Ş., which is publicly available on the Investor Relations website of the Company.
Articles of Association: https://www.ttyatirimciiliskileri.com.tr/en-us/corporategovernance/pages/articles-of-association-trade-registry-information
Pursuant to Article 18 of the Articles of Association, right holders who have right to join the General Assembly meetings of the Company may participate in these meetings electronically as well, in accordance with article 1527 of Turkish Commercial Code.
On 5 June 2024, the Ordinary General Assembly Meeting convened at the address of Türk Telekomünikasyon A.Ş. Genel Müdürlük Kültür Merkezi, Turgut Özal Bulvarı, 06103 Aydınlıkevler, Ankara, where 89.1% of the Company shares were represented. During this meeting, shareholders and their proxies attending both electronically and individually exercised their right to ask questions and their questions were answered.
Minutes of the Meeting can be accessed from https://www.ttyatirimciiliskileri.com.tr/en-us/corporate-governance/pages/general- assembly-meeting . No proposals for agenda items were tabled by shareholders during the meeting other than the sub-agenda Items.
Particulars related to the said Ordinary General Assembly Meeting dated 5 June 2024 were registered by Ankara Trade Registry Directorate on 13 June 2024, and were published in the Turkish Trade Registry Gazette dated 13 June 2024.
Furthermore, public disclosures announced by the Company regarding the General Assembly meeting was also published on the Public Disclosure Platform as of the date of the meeting. Press or stakeholders did not participate to the General Assembly Meetings.
According to Article 31 of the Company's Articles of Association, General Assembly Meetings are announced at least 21 days in advance of the meeting date, excluding the dates of announcement and meeting, in the Turkish Trade Registry Gazette and in two national newspapers in accordance with Article 29 of the CMB, so as to inform the shareholders in advance of the General Assembly Meetings.
Information on General Assembly Meetings, General Assembly agenda, letters of invitation, proxy sample forms and information note, which includes detailed information regarding agenda items are also posted on the Investor Relations website and the e-company portal of the Central Registry Agency.
Shareholders who wished to exercise their rights attached to their shareholding and who fulfilled the necessary procedures for participation in General Assembly Meetings pursuant to applicable legislation attended the General Assembly Meeting.
The announcement and explanations which the Company is required to disclose in accordance with the principles of corporate governance, the Information Set forth and the invitation to the General Assembly Meeting and the Minutes of the Meeting are made available for uninterrupted access to the shareholders on the website https://www.ttyatirimciiliskileri.com.tr/en-us/corporate-governance/pages/generalassembly-meeting the e-company portal of the Central Registry Agency and the Public Disclosure Platform.
There were no transactions that required the positive vote of a majority of independent Board Members in order to be resolved by the Board of Directors, or which were left to the discretion of General Assembly due to the negative votes of independent Board Members.
According to donation policy; the donation amount to be made within the framework of the legislation and the Company policies in a fiscal year cannot exceed five per mille of the annual sales amount reported in the independently audited consolidated financial statements of the Company for the previous year. At the Ordinary General Assembly Meeting held on 5 June 2024, shareholders were informed about the total amount of donations and grants (TL 767,641,659) made by the Company to associations and foundations in the fields of education, health, sports, culture, arts and humanitarian aid in 2023. The total amount of donations and aids made in 2024 is TL 1,627,838,125. (Earthquake donation included)
As far as Company is aware, no shareholders holding management control, Board Members, insiders with administrative responsibilities or spouses and their relatives up to the second degree relation by blood or marriage were not engaged in any transaction that could cause a conflict of interest for the Company or its subsidiaries, or did not carry out any commercial transaction included in the operation of the Company and its subsidiaries on behalf of themselves or another individual, or did not join a partnership engaged in the same scope of activity in the capacity of a partner with unlimited liability. There was no General Assembly Meeting resolution that was not implemented in 2024.
The Company's Class A shares held by Türkiye Wealth Fund and Class C shares held by the Ministry of Treasury and Finance of the Republic of Türkiye are registered, whereas the remaining shares are bearer shares.
All shares of Türk Telekom can be transferred except for one privileged (golden) share of Group C. For the purpose of protecting the national interest in issues of national security and the economy, the following actions and resolutions cannot be taken without the affirmative vote of the holder of the C Group Privileged Share at either a meeting of the Board of Directors or the General Assembly. Otherwise, such transactions shall be deemed invalid.
a) Any proposed amendments to the Articles of Association,
b) The transfer of any registered Shares in the Company which would result in a change in the management control of the Company,
c) The registration of any transfer of registered shares in the Company's shareholders' ledger.
Pursuant to the Articles of Association and the Telegram and Telephone Law numbered 406, the holder of the Group C Privileged Share appoints one member representing the Privileged Share to the Board of Directors of Türk Telekom. The Group C Privileged Share owner cannot participate in capital increases.
The Company's Articles of Association contain the provision that minority rights are to be exercised by shareholders representing at least 5% of the paid-in capital. However, minority shareholders are not represented on the Board of Directors.
There is no cross-ownership in the Company's share capital.
The Articles of Association do not grant any privileges regarding participation in the Company's profit. Each share is entitled to an equal profit share; however, the holder of the Class C share does not receive any share from the profit. Türk Telekom dividends are paid within the legally prescribed periods of time as set out by the applicable legislation.
The Company adopts a policy of distributing the maximum amount of distributable profit in accordance with Articles 28, 29 and 30 of our Company's Articles of Association. The Dividend Distribution policy was approved by shareholders in the Ordinary General Assembly Meeting for 2013 convened on 27 May 2014. On the other hand, the Board of Directors considers the short-term financial liabilities of group companies and the conditions of those contracts signed with creditors in determining the Company's dividend proposal.
As stated in the Company's Articles of Association, the dates and the manner of distribution of the annual profit to shareholders is decided by the General Assembly upon the proposal by the Board of Directors, in accordance with the provisions of the Capital Market Law and applicable legislation.
Company's Dividend Distribution Policy is disclosed to the public through Investor Relations website (https://www.ttyatirimciiliskileri.com.tr/media/awuc5ih0/dividendpolicy.pdf) and stated in Company's annual report.
It is resolved at our Company's Ordinary General Assembly Meeting for the year 2023 that;
1- The Company's net profit calculated according to the independently audited consolidated financial tables prepared in accordance with the provisions of "Capital Markets Board (CMB) Communique About Financial Reporting in Capital Markets No.II-14.1" is TL 16,421,552,000 for the fiscal year of 2023,
2- Pursuant to the CMB Communique on Dividends No: II-19.1, the profit after tax amount of TL 16,421,552,000 shall be the base amount for dividend distribution,
3- The Company is not required to take any reserves for 2023 as per the Article 519 of Turkish Commercial Code because it has already reached the general legal reserve limit,
4- Accordingly, subject to the provisions of its Articles of Association of our Company, that the net profit amounting to TL 16,421,552,000, which is based on the independently audited consolidated financial statements, shall be recorded as extraordinary reserves.
The Company did not buy back its shares in 2024.
The provisions of the Company's Articles of Association restricting transfer of shares are as follows:
Without prejudice to Article 6/A of the Company's Articles of Association, all shares of Türk Telekom can be transferred except for one privileged (golden) share of Group C. For the purpose of protecting the national interest in issues of national security and the economy, the following actions and resolutions cannot be taken without the affirmative vote of the holder of the C Group Privileged Share at either a meeting of the Board of Directors or the General Assembly. Otherwise, such transactions shall be deemed invalid:
a) Any proposed amendments to the Articles of Association,
b) The transfer of any registered shares in the Company which would result in a change in the management control of the Company,
c) The registration of any transfer of registered shares in the Company's shareholders' ledger.
The transfer of shares are restricted until the expiration of the Strategic Commitment Period of 14 November 2008 as stipulated in Article 6.A.2 of the Articles of Association, which is as follows: "At any time after the later of the expiry of the Strategic Commitment Period and the date on which the holder of the Group A Shares has paid in full for all of its Shares in the Company, the holder of the Group A Shares may transfer some or all of its Shares to a third party, subject always to the veto rights of the holder of the C Group Privileged Share." After the end of the aforementioned transfer restriction period, the transfer of the Company's Group A shares is always subject to the veto rights of the holder of the Group C Privileged Share. The Strategic Commitment Period ended on 14 November 2008 and the holder of Group A shares paid the amount in full for all of their shares in the Company. Accordingly, the Company's Group A shares may be transferred with the approval of the holder of the C Group Privileged Share. The Group A Shareholder may pledge, mortgage or charge those of its shares as shall from time to time not be subject to the Share Pledge to a financial institution for the purpose of security for borrowings incurred in respect of the purchase of such shares or otherwise. If that financial institution forecloses such a pledge, mortgage or charge then it may only transfer the Group A Shares subject to the pledge, mortgage or charge in the event that it obtains the prior written consent of the Treasury (such consent not to be unreasonably withheld).
According to Article 6.A.3 of the Company's Articles of Association, the restriction placed on the transfer of shares of Group B shareholders is limited to the strategic commitment period and there shall be no restrictions on the transfer of Group B shares after the end of the strategic commitment period on 14 November 2008.
Furthermore, according to the supplemental Article 17 of the Telegram and Telephone Law numbered 406 and paragraph 4 of the Article 6 of the Company's Articles of Association, the C Group Privileged Share shall not be sold.
The Türk Telekom Disclosure Policy has been established in line with the CMB's Communiqué on Principles Governing Disclosure of Material Events No: II-15.1 and CMB's Corporate Governance Principles. In line with the decision taken by the Company's Board of Directors, the policy was updated on 7 July 2021 and announced on the Public Disclosure Platform, and has been approved and brought into effect by the Board of Directors, with shareholders being informed during the Ordinary General Assembly Meeting convened on 31 March 2022; The Disclosure Policy is posted on the Investor Relations website
(https://www.ttyatirimciiliskileri.com.tr/media/zeoda5k5/disclosure\_policy\_2021.pdf ) under the Corporate Governance heading. The Investor Relations and Sustainability Department is responsible for the monitoring and development of the said policies, and the names and duties of those with the relevant responsibility are listed under the heading of the Investor Relations Unit. These individuals closely cooperate with the Board of Directors and Corporate Governance Committee in the fulfilment of these responsibilities.
The Company revised its guidance on 6 November 2024 following the first nine months financial reporting period, due to the operational and financial performance recorded above the expectations in the business lines in 2024. The revision made is as follow;
| Previous Guidance | Revised Guidance | |
|---|---|---|
| Consolidated Revenue Growth | 11-13% | 11-13% |
| (exc. IFRIC 12) | ||
| Consolidated EBITDA Margin |
36-38% | 38% |
| Consolidated CAPEX / |
27-28% | 27-28% |
| Consolidated Revenue |
Note: 2024 guidance expectations represent approximate values.
While the consolidated revenue (excluding IFRIC 12) increased by 12.4% inline with the Company's annual revenue growth guidance, the EBITDA recorded as 39.1% which is the higher than the guidance. During the same period, the Group CAPEX intensity ratio was realised at 25.7%, well below our guidance.
Under current circumstances, guidance for 2025 is as below:
Note: We assumed mid-to-high twenties inflation rate by the end of 2025. Capex guidance excludes potential spending for the solar investments, 5G tender, concession renewal and license fees.
The Investor Relations website can be accessed from www.ttinvestorrelations.com.tr and is actively used in achieving transparency and public disclosure in parallel with Capital Market legislation, CMB and BIST rules and regulations and the CMB's Corporate Governance Principles. The information on the website is provided in both Turkish and English. The main headings covered on the website are listed below:
Financial statements and activity reports
Public disclosures of material events
| Date of Registration | 30 June 1994 |
|---|---|
| Date of publishing the corporation in | 1 July 1994 |
| Turkish Trade Registry Gazette | |
| Registration Number | 103633 |
| Trade Registry Office | Ankara Trade Registry Office |
| Central Registration System Number | 0876005220500084 |
Not subject to the registered capital system, the Company has a share capital of TL 3,500,000,000 which is fully paid-in.
| Shareholders | Share in Capital | ||
|---|---|---|---|
| Amount (TL) | Group | Share (%) |
|
| Türkiye Wealth Fund | 1,925,000,000.00 | A | 55 |
| T.C. Hazine ve Maliye Bakanlığı | 875,011,884.975 | B | 25 |
| T.C. Hazine ve Maliye Bakanlığı | 0.01 | C | |
| Türkiye Wealth Fund | 174,988,115.015 | B | 5 |
| Free Float | 525,000,000.00 | D | 15 |
| Toplam | 3,500,000,000.00 | 100 |
The distribution of the paid-in capital among the shareholders is as shown below:
Note: According to the Official Gazette which was published on 5 February 2017, the Council of Ministers decided to transfer the 6.68% stake (5% B Group shares and 1.68% D Group free float shares) of the Company belonging to Republic of Türkiye Ministry of Treasury and Finance to the Turkish Wealth Fund. The share transfer transaction was completed in 2017.
The content of the annual activity report is prepared in accordance with the New Turkish Commercial Code and the regulations of the Capital Market Board. There were no conflicts of interest arising between Türk Telekom and the related organisations which offer investment advice, investment analysis and rating activities.
The Chief Executive Officer is not the Chairman of the Board of Directors.
No administrative sanction or penalty has been imposed on any member of the Board of Directors.
As there is no cross ownership in the Company's share capital, no information regarding this issue is provided in the activity report.
During the Extraordinary General Assembly Meeting of the Company held on January 25, 2019, Article 8 of the Articles of Association of the Company, entitled 'Board of Directors', was amended. The number of members of the Board of Directors was set at nine, and members of the Board of Directors were elected for a term of three years.
In accordance with the Company's Articles of Association, members of the Board of Directors may be nominated as follows;
a) The Group A Shareholder as all be entitled to nominate five (5) persons for election as Directors;
b) provided that the Treasury and Turkish Wealth Fund, as Group B Shareholders shall hold;
c) As long as the Treasury and Turkish Wealth Fund holds 15% or more of the Shares (but less than 30% of the Shares), the Group A shareholder shall be entitled to nominate one (1) person, who carry the independence criteria as defined in the Capital Markets legislation, for election as independent Board members and five (5) persons for election as Director.
d) While the Treasury holds the Group C Privileged Share, the Treasury shall be entitled to nominate, a further one (1) person, for election as Director for the C Group Privileged Share.
| Türk Telekomünikasyon A.Ş. Members of the Board of Directors | ||||
|---|---|---|---|---|
| Name - Surname | Date of First Appointment to the Board of Directors |
Duties at Türk Telekomünikasyon A.Ş. Over the Last Five Years |
Duties Outside Türk Telekomünikasyon A.Ş. |
|
| Dr. İsmail İlhan Hatipoğlu |
Chairman of the Board 05.06.2024 Board Member 05.06.2024 |
• Member of the Early Identification and Management of Risks Committee of Türk Telekomünikasyon A.Ş. |
Deputy Minister of Treasury and Finance of the Republic of Türkiye |
|
| Dr. Ömer Fatih Sayan | Vice Chairman of the Board of Directors 05.06.2024 Chairman of the Board 21.12.2018 Board Member 04.09.2018 |
• Member of the Early Identification and Management of Risks Committee of Türk Telekomünikasyon A.Ş. • Member of the Nomination and Remuneration Committee of Türk Telekomünikasyon A.Ş. • Türk Telekomünikasyon A.Ş. Access Infrastructure Committee Member • Türk Telekomünikasyon A.Ş. Invesment Committee Member |
Deputy Minister at the Ministry of Transport and Infrastructure of the Republic of Türkiye |
|
| Yiğit Bulut | 6.05.2014 | • Chairman of the Audit Committee of Türk Telekomünikasyon A.Ş. |
• Chief Advisor to the President of the Republic of Türkiye |
As of the report date, the structure of the Board of Directors of the Company is as shown below:
| Selim Dursun Enver İskurt |
4.09.2018 Group A |
• Chairman of the Early Identification and Management of Risks Committee of Türk Telekomünikasyon A.Ş. • Chairman of the Nomination and Remuneration Committee of Türk Telekomünikasyon A.Ş. • Türk Telekomünikasyon A.Ş. Access Infrastructure Committee Member • Türk Telekomünikasyon A.Ş. Invesment Committee Member • Chairman of the Tivibu Commitee of Türk Telekomünikasyon A.Ş. • Member of the Audit Committee of Türk Telekomünikasyon A.Ş. • Member of the Corporate Governance Committee of Türk Telekomünikasyon A.Ş. • Chairman of the Corporate Governance |
• Member of the Economy Policies Committee of the Presidency of the Republic of Türkiye 25th and 26th Term Sivas Deputy Deputy Minister at the |
|---|---|---|---|
| 19.03.2021 Group B 31.03.2022 |
Committee of Türk Telekomünikasyon A.Ş. • Member of the Audit Committee of Türk Telekomünikasyon A.Ş. Previous: • 28.12.2018-19.03.2021: Chairman of the Board of TTNET A.Ş. |
Ministry of Treasury and Finance of the Republic of Türkiye |
|
| Dr. Yunus Arıncı | 05.06.2024 | • Istanbul Settlement and Custody Bank Inc. Member of Board of Directors • Istanbul Settlement and Custody Bank Inc. General Manager |
|
| Ümit Önal | 31.03.2022 | • Türk Telekomünikasyon A.Ş. General Manager/CEO -Member of Nomination and Remuneration Committee of Türk Telekomünikasyon A.Ş. • Türk Telekomünikasyon A.Ş. Access Infrastructure Committee Member • Türk Telekomünikasyon A.Ş. Tivibu Committee Member • TT Mobil İletişim Hizmetleri A.Ş. General Manager/CEO • TTNET A.Ş. General Manager/CEO • Net Ekran Televizyonculuk ve Medya Hizmetleri A.Ş. Chairman • TT Ödeme ve Elektronik Para Hizmetleri A. Ş. Chairman • TTES Elektrik Tedarik Satış A.Ş. Chairman • TT Ventures Proje Geliştirme A.Ş. Chairman • TT Destek Hizmetleri A.Ş. Chairman • TTG Finansal Teknolojiler A.Ş. Chairman • TT Finansman A.Ş. Chairman • Netsia Inc. USA Chairman Previous: • Türk Telekomünikasyon A.Ş. Assistant General Manager of Sales and Customer Care • Assistant General Manager of Marketing and Customer Care (Acting) • TT Mobil İletişim Hizmetleri A.Ş. Assistant General Manager of Sales and Customer Care • TT Mobil İletişim Hizmetleri A.Ş. Assistant General Manager of Marketing and Customer Care (Acting) • TTNET A. Ş. Assistant General Manager of Sales and Customer Care • Marketing and Customer Care Assistant General Manager (Acting) |
• m-TOD (Mobile Telecommunication Operators Association) Chairman of the Board of Directors • RVD (Advertisers Association) Board Member • YASED (International Investors Association) Member • DEIK (Foreign Economic Relations Board) American Business Council Representative Member • TVYD (Television Broadcasters Association) Member - Yıldız Technopark Board Member • Turkish Industry and Business Association (TÜSİAD) Individual Member |
| • AssisTT Rehberlik ve Müşteri Hizmetleri A.Ş. Vice Chairman • Argela Yazılım ve Bilişim Teknolojileri Sanayi ve Ticaret A.Ş. Vice Chairman • Sebit Eğitim ve Bilgi Teknolojileri A.Ş. Board Member • 11818 Rehberlik Ve Müşteri Hizmetleri A.Ş. Chairman |
|||
|---|---|---|---|
| Mehmet Reşat Bahçeevli |
05.06.2024 | Freelance lawyer | |
| Deniz Yılmaz | 9.08.2023 | • Member of the Corporate Governance Committee of Türk Telekomünikasyon A.Ş. |
• General Manager of Financial Markets and Exchange of the Ministry of Treasury and Finance of the Republic of Türkiye • Member of the İhracatı Geliştirme A.Ş. |
Members of the Board of Directors were elected at the General Assembly dated June 5, 2024. In accordance with Article 10 of the Company's Articles of Association, the term of office of the members of the Board of Directors listed in the table above is 3 years from this date. In this context, expiry date of the members of the Board of Directors is June 5, 2024.
The General Manager of the Company is also a member of the Board of Directors.
Biographies of the members of Türk Telekom's Board of Directors are provided in the Board of Directors Section of the Annual Report and Investor Relations website. Pursuant to the Article 10 of the Articles of Association, the members of the Board of Directors shall hold office for a term of 3 years.
5 June 2024 dated Ordinary General Assembly Meeting of the Company, the nomination responsibilities of the Nomination and Remuneration Committee were fulfilled in accordance with the CMB legislation.
Group B shareholders presented three nominees for Independent Board members to the Nomination and Remuneration Committee, and the Nomination and Remuneration Committee prepared a report dated 05.06.2024 on the suitability of the nominees with respect to the independency criteria, and presented this report to the Board of Directors on the same date. After the Capital Markets Board provided consent for the nominees, three nominees of independent members of the Board of Directors were submitted to the General Assembly's approval and were also elected.
Statements of Independence that each independent Board Member has signed are presented in the appendix of this report. No circumstances were found which could jeopardise the independence of the Board of Directors in the activity period. No company rules have yet been internally established regarding the positions to be held by the members of the Board of Directors outside the Company.
At the General Assembly Meeting dated 05.06.2024, members of the Board of Directors of our Company were elected. Dr. İsmail İlhan Hatipoğlu, Dr. Ömer Fatih Sayan, Yiğit Bulut, Selim Dursun, Enver İskurt, Ümit Önal, Deniz Yılmaz, Dr. Yunus Arıncı and Mehmet Reşat Bahçeevli were elected as Board Members.
Pursuant to the Articles of Association, the Board of Directors shall meet at least four times a year or shall meet whenever the Company's business so requires. The activities of the Board of Directors are run by the Board Secretariat. At least ten business days before the meeting, a notice of the time of meeting and the agenda, which is accompanied by any relevant papers, are sent to the members of the Board of Directors. Meeting notices are sent to the members of the Board of Directors via e-mail. The agenda of the meetings of the Board of Directors is set by e-mails in view of the proposals set forth by members of the Board of Directors, the CEO - General Manager, Assistant General Managers and Executive members of the departments. The agenda is finalised by receiving the consent of the Chairman of the Board.
In 2024, the Company's Board of Directors convened 13 times in total to evaluate the strategic matters concerning the Company. The overall attendance rate of board members to the meetings was 85.8%. Pursuant to the Article 12 of Articles of Association, resolutions of these meetings are passed by a simple majority of the votes of the Directors present at such meeting unless the resolution relates to a "Supermajority Decision Relating to the Board". Supermajority Decisions Relating to the Board as stated in the Article 12 of the Articles of Association were taken with the presence and affirmative vote of seven Directors, at least one of which shall be a Director representing the Ministry of Treasury and Finance of the Republic of Türkiye. Questions arising at the meeting of Board of Directors and issues with multiple views are recorded into the minutes with the appropriate grounds of negative votes in detail. The rights of members of the Board of Directors representing the C Group shareholder are set out in the section of Voting Rights and Minority Shares. No negative votes on these resolutions were received. There were no significant transactions presented for approval of the independent directors and all related party transactions were approved by the majority of the independent directors. The Company has insured the damages that will be caused by the faults of the members of the Board of Directors during their duties. The Company's existing Executive Liability Insurance policy has been implemented in a way that the total liability limit exceeds 25% of the Company's capital.
The Audit Committee was established with the Board Resolution dated 16 June 2008.
With the Board Resolution dated 30 December 2024, Independent Board Member Yiğit Bulut was selected as the Chairman of the Audit Committee, and independent Board Member Enver İşkurt andSelim Dursun were elected to the membership position of the Audit Committee.
The Committee holds meetings at least once every three months. The Audit Committee gathered five times in 2024 and reviewed and monitored Türk Telekom Group's processes of accounting, finance and auditing as well as their processes for monitoring compliance with the law and regulations and their own code of business conduct, as well as such other matters which may be delegated specifically to the Committee by the Board from time to time; thus, carried out its duty effectively.
The Corporate Governance Committee was established with the Board Resolution dated 17 October 2012.
With the Board Resolution dated 30 December 2024, Independent Board Member Enver İskurt was appointed as Chairman of the Corporate Governance Committee, and Independent Board Member Selim Dursun and Board Member Deniz Yılmaz and Investor Relations and Sustainability Director Gülsen Ayaz were elected as members of the Corporate Governance Committee.
The Corporate Governance Committee shall provide the implementation, improvement and adoption of corporate governance principles within the Company and shall convene as often as deemed necessary to ensure the effectiveness of its work. In 2024, the Corporate Governance Committee held two meetings and carried out its tasks effectively.
"Nomination Committee" and "Remuneration Committee", which were established to operate under the Board of Directors within the scope of article 4.5.1. of Corporate Governance Principles of Capital Markets Board's Corporate Governance Communique, II-17.1., have been abolished. In order to carry out the current duties of the abolished committees, the "Nomination and Remuneration Committee" is established to operate under the Board of Directors of our Company on 17 June 2022.
With the Board Resolution dated 30 December 2024, Independent Board Member Yiğit Bulut serves as the Chairman of the Nomination and Remuneration Committee, while Vice Chairman of the Board of Directors Dr. Ömer Fatih Sayan and Board Member Ümit Önal serve as Nomination and Remuneration Committee Members.
In 2024, the Committee held one meeting and carried out its tasks effectively.
The Early Identification and Management of Risks Committee was established with the Board Resolution dated 14 August 2013.
Pursuant to the Board Resolution dated 30 December 2024, Independent Board Member Yiğit Bulut serves as the Chairman of the Early Identification and Management of Risks Committee, whereas Chairman of the Board of Directors Dr. İsmail İlhan Hatipoğlu and Vice Chairman of the Board of Directors Dr. Ömer Fatih Sayan serve as members of the Committee.
The Early Identification and Management of Risks Committee convenes every two months and carries out its tasks effectively. In 2024, the Committee held a total of five meetings. The Early Identification and Management of Risks Committee was established with the following aims:
• To identify any potential risks that could jeopardise the existence, development and continuity of the Türk Telekom Group,
Independent Board Member Yiğit Bulut is serving as the Chairman of the Early Identification and Management of Risks Committee, Chairman of the Audit Committee and Chairman of the Nomination and Remuneration Committee, while independent Board Member Selim Dursun serves as both the Member of the Corporate Governance Committee and the Member of the Audit Committee and Independent Board Member Enver İskurt is servings as both the Chairman of the Corporate Governance Committee and the member of the Audit Committee.
Risk management and Internal Control is a natural part of the activities carried out by all Türk Telekom employees. The Corporate Risk Management approach is aimed at serving as an integral part of decision-making mechanisms by integrating the approach into activities and processes at all levels.
The Board of Directors holds both the final authority and responsibility for the effectiveness of Corporate Risk Management. The Board of Directors conducts this responsibility, which involves more of a supervision, through the Early Identification and Management of Risks Committee. All organisational levels of the Group, particularly the senior management and risk holders, contribute to and support the Corporate Risk Management and Internal Control implementation processes. Within the scope of the Risk Management and Internal Control efforts, it is aimed to internalise a risk and control culture throughout the Group and all activities are carried out with the contribution of all stakeholders to whom risks are associated. Risk Management and Internal Control is a natural part of the work undertaken by all employees.
According to the Türk Telekom governance structure;
The Board of Directors examines and supervise the risks and opportunities to which Türk Telekom Group is exposed, in line with the Group strategies.
Early Identification and Management of Risks Committee was established with the decision of the Board of Directors dated 14 August 2013 in accordance with Article 378 of the Turkish Commercial Code No. 6102, and the relevant regulations of the Capital Markets Board. Its organisation, duties and responsibilities were published under the title of The Tasks and Working Principles of the Early Identification and Management of Risks Committee.
An Internal Control Policy was established to define Türk Telekom Group's internal control objectives and policies, to regulate the corporate control environment and to establish a basis for the corporate control culture. Internal Control Standards were established in order to define the internal control implementation principles of Türk Telekom Group, to determine the standards required to achieve the objectives set out in the internal control policy and to establish a common internal control language and practice to support communication between employees.
While the Enterprise Risk and Business Continuity Department reports to our Company's General Manager, it also works functionally under the Early Identification and Management of Risks Committee, which was established within the Board of Directors.
The Enterprise Risk and Business Continuity Department is responsible for determining and improving the standards related to the Corporate Risk Management System, the coordination of Corporate Risk Management processes carried out throughout the Group, monitoring of the current and improvement levels of identified risks and reporting them to the relevant management levels and the coordination of business continuity management activities as the bearer of the business interruption risk, which is one of the most important risks of the company.
Business units take the necessary measures by assuming responsibility of the risks. Risk management is a natural part of the work of all employees. All Company employees are responsible for complying with the risk management policy, effectively managing risks related to their field of activity and taking the necessary measures to comply with the relevant legislation.
The risks of the Group companies are also managed in line with the risk management standards, which were established for Türk Telekom.
Work is carried out to manage potential risks effectively and under a holistic approach. For this purpose, the risks the Company exposed to are identified by the business and technology teams; and the root causes and potential consequences of the identified risks are determined. With the Bow-Tie Analysis used in this process, the end-to-end complete risk profile is determined, including checkpoints, from root causes to their effects on targets.
The current status of the risks is measured and monitored by evaluating the possibility of their realisation and the effects they will create when they occur. While conducting a risk analysis, it is considered that the impact of a risk may affect more than one area. Existing controls on the risks which have been identified, evaluated and prioritised by the relevant parties are determined, and their effectiveness is evaluated. In order to achieve the objectives, actions are set out which aim to be compatible with risk appetite by seeking to ensure the optimal balance between risk and reward. When making decisions to manage risks, risk owners conduct cost-benefit analysis and take stakeholder expectations into account. Moreover, assessment is carried out to see whether the management of the risk requires special expertise which is not available within the business units. The four main options to be evaluated in this context are as follows:
In order to achieve strategic objectives at Türk Telekom, to ensure the effectiveness and efficiency of activities, to ensure the reliability and accuracy of financial information, to protect the customers' personal data and the Company assets, and to ensure compliance with the laws, regulations, policies and procedures, the necessary internal control environment was established within the Company.
The controls are actions which help operational objectives to be achieved by reducing the probability of risks being realised and/or the impact that would occur if the risks were realised. It is aimed to integrate the control activities into systems and processes while the relevant structure is still in the design phase.
The risk owner identifies the existing controls together with the stakeholders for accurate determination of the level of the risk and also performs self-assessment of the effectiveness of these controls together with the control owners.
With the periodic control activities carried out by the Internal Control Department, it is aimed to provide reasonable assurance regarding the processes by testing the control points designated in the processes.
On this subject, the Company has adopted practices that are aligned with Articles 395 and 396 of the Turkish Commercial Code and Principles of Corporate Governance annexed to Communiqué II-17.1 on Corporate Governance.
During the Ordinary General Assembly Meeting dated 5 June 2024, the General Assembly permitted the members of the Board of Directors to perform the works set forth in Articles 395 and 396 of the Turkish Commercial Code, and pursuant to Corporate Governance Communiqué No: II.17.1, the General Assembly was informed of the transactions realised during the year by the controlling shareholders, members of the Board of Directors, the senior executives and their spouses and their relatives by blood and marriage up to the second degree to conduct material transactions which may cause a conflict of interest for the Company or the Company's subsidiaries and/or to perform any transaction in the category of commercial affair falling into the scope of the fields of activity of the Company or its subsidiaries on their own or others' behalf or to acquire shares in another company engaged in the same type of commercial activities under the capacity of unlimited partner.
The shareholders were informed of the remuneration basis and criteria used to determine all kinds of rights, benefits, and salaries provided to the members of the Board of Directors and senior executives in the Ordinary General Assembly Meeting dated June 05, 2024. This information was publicly disclosed and was also posted on the Investor Relations website of the Company. Remuneration of members of the Board of Directors is determined by the General Assembly in accordance with Article 408 of Turkish Commercial Code No. 6102 and Article 8 of the Company's Articles of Association.
At the Ordinary General Assembly Meeting dated June 05, 2024, it was resolved that the net remuneration to be paid to each of the members of the Board of Directors in accordance with the Company's Remuneration Policy in relation to their activities in 2024 be determined at the Ordinary General Assembly Meeting of 9 August 2023 by the annual Consumer Price Index (CPI) increase rate announced by the Turkish Statistical Institute (TUIK) for 2024, effective as of 01.01.2024.
There is no performance measurement and a performance-based rewarding system in place for Board members.
The Company has never lent money or extended loans to any Board member or executive, no credit has been extended under personal loans through third persons, nor have any guarantees been provided such as suretyship in their favour.
The remuneration of directors and other members of key management for 2023 and 2024 are as follows collectively:
| (TL thousand) | 1 January 2023 – |
1 January 2024 – |
|---|---|---|
| 31 December 2023 | 31 December 2024 | |
| Short-term benefits | 432,586 | 481,632 |
| Remunerations and similar fees | 371,030 | 409,063 |
| Attendance fees | 61,556 | 72,569 |
| Long-term defined benefits | 14,243 | 16,125 |
| Social Security Institution Premiums | 14,243 | 16,125 |
| Total | 446,829 | 497,757 |
Stakeholders of Türk Telekom are individuals, institutions or interest groups such as employees, creditors, customers, suppliers, dealers, trade unions and various nongovernmental organisations which have a share in achieving the Company's goals or are involved in the fulfilment of the Company's activities.
In its operations and activities, Türk Telekom takes every effort to protect the rights of its stakeholders as regulated by relevant legislation and mutual agreements.
In cases where the rights of the stakeholders cannot be protected by legislation and mutual agreements, the interests of the stakeholders are protected in accordance with the rules of good faith and to the extent of the Company's capabilities.
Türk Telekom's policies regarding its employees are carried out in accordance with the human resources and human rights policies, while its relations with suppliers are guided by the practices described in its procurement policy.
As a responsible employer, Türk Telekom assigns utmost priority to the execution of the business processes and transactions of stakeholders with whom it has a connection, in accordance with the labour and social security laws and the Company's Human Rights Policy.
Türk Telekom listens the requests and suggestions of its customers and exercises maximum effort to resolve their complaints as quickly as possible, in a fair, impartial and confidential manner, in accordance with laws, regulations and the Company rules.
Türk Telekom attaches importance to ensuring that its relations with companies such as dealers, contractors and business partners, with which it has engaged in commercial business relations, are proper, consistent and reliable, and that all kinds of business is carried out in conformity with the relevant contracts, laws or regulations. In the contracts signed with the mentioned companies, objective criteria such as compliance with principles and practices, and the benefits and costs by taking into account the opinions of legal and relevant business units, are taken into consideration.
Corporate Governance Policies;
Türk Telekom pays utmost attention to communication with stakeholders and adopts the principle of transparency in its disclosures. The Company has been publicly traded on Borsa Istanbul since 2008 and its shareholders and investors are kept informed in line with the principles of public disclosure.
The Company's Marketing and Customer Care Department efficiently handles the requests of Türk Telekom customers for information concerning services and products, addresses comments or complaints, and provides solutions to customer problems.
Intracompany disclosures are provided through Internal Communication Management department.
Suppliers, dealers, investors, employees and other stakeholders are informed of the Company's practices vis-à-vis stakeholders, through public policies published in Turkish and in English on the Company's website.
Türk Telekom follows the best sustainability practices, including those specified in the Capital Markets Board's (CMB) Sustainability Principles Compliance Framework and works to align its activities with the widely accepted best practices in this field. Several topics that Türk Telekom manages as part of its sustainability efforts are already in compliance with the Sustainability Principles Compliance Framework, introduced by the CMB in 2020.
Within this framework, the compliance status of Türk Telekom with the principles set out in the non-mandatory Sustainability Principles Compliance Framework prepared by the CMB with the 'comply or explain' approach is disclosed in the Sustainability Principles Compliance Report.
Türk Telekom's sustainability practices, that comply with the principles set out in the CMB's Sustainability Principles Compliance Framework, are explained in detail in the Integrated Report and CDP reports every year.
| Company Compliance Status | ||||||
|---|---|---|---|---|---|---|
| Yes | Partial | No | Exempted | Not Applicable |
Explanation | |
| 1.1. FACILITATING THE EXERCISE OF SHAREHOLDER RIGHTS |
||||||
| 1.1.2 -Up-to-date information and disclosures which may affect the exercise of shareholder rights are available to investors at the corporate website. |
X | |||||
| 1.2. RIGHT TO OBTAIN AND REVIEW INFORMATION |
||||||
| 1.2.1 - The company ensures the clarity of the General Assembly agenda, and that an item on the agenda does not cover multiple topics |
X | |||||
| 1.3. GENERAL ASSEMBLY | ||||||
| 1.3.2 - The company ensures the clarity of the General Assembly agenda, and that an item on the agenda does not cover multiple topics. |
X | |||||
| 1.3.7 - Insiders with privileged information have informed the board of directors about transactions conducted on their behalf within the scope of the company's activities in order for these transactions to be presented at the General Shareholders' Meeting. |
X | Such a situation did not occur. | ||||
| 1.3.8 - Members of the board of directors who are concerned with specific agenda items, auditors, and other related persons, as well as the officers who are responsible for the preparation of the financial statements were present at the General Shareholders' Meeting. |
X | |||||
| 1.3.10 - The agenda of the General Shareholders' Meeting included a separate item detailing the amounts and beneficiaries of all donations and contributions. |
X | |||||
| 1.3.11 - The General Shareholders' Meeting was held open to the public, including the stakeholders, without having the right to speak. |
X | There was no participation request to the General Assembly Meeting by the media in fiscal year 2024. |
||||
| 1.4. VOTING RIGHTS | ||||||
| 1.4.1 - There is no restriction preventing shareholders from exercising their shareholder rights. |
X | |||||
| 1.4.2 - The company does not have shares that carry privileged voting rights. |
X | There is no privileged voting rights. Group (A), (B) and (C) shareholders has been granted the privilege to nominate candidates to the Board of Directors in Article 8 of the Company's Articles of Association. |
||||
| 1.4.3 - The Articles of Association extend the use of minority rights to those who own less than one twenthieth of the outstanding shares, and expand the scope of the minority rights. |
X | Such a situation did not occur. | ||||
| 1.5. MINORITY RIGHTS | ||||||
| 1.5.1 - The company pays maximum diligence to the exercise of minority rights. |
X | |||||
| 1.5.2 - The Articles of Association extend the use of minority rights to those who own less than one twenthieth of the outstanding shares, and expand the scope of the minority rights. |
X | There is no provision in the Articles of Association to be granted minority rights to shareholders who have less than one twentieth of the capital. At the same time, attention is paid to the use of minority rights within the scope of TCC and CMB regulations. |
||||
| 1.6. DIVIDEND RIGHT | ||||||
| 1.6.1 - The dividend policy approved by the General Shareholders' Meeting is posted on the company website. |
X |
| 1.6.2 - The dividend distribution policy comprises the minimum information to |
||||
|---|---|---|---|---|
| ensure that the shareholders can have an opinion on the procedure and principles of |
X | |||
| dividend distributions in the future. | ||||
| 1.6.3 - The reasons for retaining earnings, and their allocations, are stated in the relevant agenda item. |
X | |||
| 1.6.4 - The board reviewed whether the | ||||
| dividend policy balances the benefits of the shareholders and those of the company. |
X | |||
| 1.7. TRANSFER OF SHARES | ||||
| 1.7.1 - There are no restrictions preventing shares from being transferred. |
X | Group C Privileged Share refers to 1 Group C share held by Ministry of Finance and Treasury in accordance with Telegraph and Telephone Law No. 406. Without prejudice to Article 6/A of the Articles of Association of the Company, All shares of Türk Telekom except C Group 1 share may be sold. In accordance with Article 6/A.2. of the Company's Articles of Associate, transfer of the shares of Group A shareholder is subject to the veto right of the Group C share. According to Article 6 / A of the Company's Articles of Association, the transfer transaction of registered shares which affects the management control, and registration transaction of such transfer to the share ledger shall not be performed without the affirmative vote of the C Group Privileged Shareholder. |
||
| 2.1. CORPORATE WEBSITE | ||||
| 2.1.1 - The company website includes all | ||||
| elements listed in Corporate Governance Principle 2.1.1. |
X | |||
| 2.1.2 - The shareholding structure (names, privileges, number and ratio of shares, and beneficial owners of more than 5% of the issued share capital) is updated on the website at least every 6 months. |
X | |||
| 2.1.4 - The company website is prepared in other selected foreign languages, in a way to present exactly the same information with the Turkish content. |
X | |||
| 2.2. ANNUAL REPORT | ||||
| 2.2.1 - The board of directors ensures that the annual report represents a true and complete view of the company's activities. |
X | |||
| 2.2.2 - The annual report includes all elements listed in Corporate Governance Principle 2.2.2. |
X | |||
| 3.1. CORPORATION'S POLICY ON STAKEHOLDERS | ||||
| 3.1.1 - The rights of the stakeholders are protected pursuant to the relevant regulations, contracts and within the |
X | |||
| framework of bona fides principles. 3.1.3 - Policies or procedures addressing stakeholders' rights are published on the |
X | |||
| company's website. 3.1.4 - A whistleblowing programme is in place for reporting legal and ethical issues. |
X | |||
| 3.1.5 - The company addresses conflicts of interest among stakeholders in a balanced manner. |
X | |||
| 3.2. SUPPORTING THE PARTICIPATION OF THE STAKEHOLDERS IN THE CORPORATION'S MANAGEMENT |
||||
| 3.2.1 - The Articles of Association, or the | In this regard, continuous listening | |||
| internal regulations (terms of reference/manuals), regulate the participation of employees in management. |
X | mechanisms such as DNA-What Does Your Experience Tell You? and focus group interviews have been established to ensure the participation of employees in decision-making |
| 3.2.2 - Surveys/other research techniques, |
processes regarding company Human Resources policies, processes and practices, and management participation models for Company employees have been developed with practices such as Business Ethics and Disciplinary Processes, Occupational Health and Safety, Dispute Resolution Board, Inventor Idea System. |
|||
|---|---|---|---|---|
| consultation, interviews, observation method etc. were conducted to obtain opinions from stakeholders on decisions that significantly affect them. |
X | |||
| 3.3. HUMAN RESOURCES POLICY | ||||
| 3.3.1 - The company has adopted an employment policy ensuring equal opportunities, and a succession plan for all key managerial positions. |
X | |||
| 3.3.2 - Recruitment criteria are documented. |
X | |||
| 3.3.3 - The company has a policy on human resources development, and organises trainings for employees. |
X | |||
| 3.3.4 - Meetings have been organised to inform employees on the financial status of the company, remuneration, career planning, education and health. |
X | |||
| 3.3.5 - Employees, or their representatives, were notified of decisions impacting them. The opinion of the related trade unions was also taken. |
X | |||
| 3.3.6 - Job descriptions and performance criteria have been prepared for all employees, announced to them and taken into account to determine employee remuneration. |
X | |||
| 3.3.7 - Measures (procedures, trainings, raising awareness, goals, monitoring, complaint mechanisms) have been taken to prevent discrimination, and to protect employees against any physical, mental, and emotional mistreatment. |
X | |||
| 3.3.8 - The company ensures freedom of association and supports the right for collective bargaining. |
X | |||
| 3.3.9 - A safe working environment for employees is maintained. |
X | |||
| 3.4. RELATIONS WITH CUSTOMERS AND SUPPLIERS | ||||
| 3.4.1 - The company measured its customer satisfaction, and operated to ensure full customer satisfaction. |
X | |||
| 3.4.2 - Customers are notified of any delays in handling their requests. |
X | |||
| 3.4.3 - The company complied with the quality standards with respect to its products and services. |
X | |||
| 3.4.4 - The company has in place adequate controls to protect the confidentiality of sensitive information and business secrets of its customers and suppliers. |
X | |||
| 3.5. ETHICAL RULES AND SOCIAL RESPONSIBILITY | ||||
| 3.5.1 - The board of the corporation has adopted a code of ethics, disclosed on the corporate website. |
X | |||
| 3.5.2 - The company has been mindful of its social responsibility and has adopted measures to prevent corruption and bribery. |
X | |||
| 4.1. ROLE OF THE BOARD OF DIRECTORS | ||||
| 4.1.1 - The board of directors has ensured strategy and risks do not threaten the long - term interests of the company, and that effective risk management is in place. |
X |
| 4.1.2 - The agenda and minutes of board |
|||||
|---|---|---|---|---|---|
| meetings indicate that the board of directors | |||||
| discussed and approved strategy, ensured | |||||
| resources were adequately allocated, and | X | ||||
| monitored company and management | |||||
| performance. | |||||
| 4.2. ACTIVITIES OF THE BOARD OF DIRECTORS | |||||
| 4.2.1 - The board of directors documented its |
|||||
| meetings and reported its activities to the | X | ||||
| shareholders. | |||||
| 4.2.2 - Duties and authorities of the |
|||||
| members of the board of directors are | X | ||||
| disclosed in the annual report. | |||||
| 4.2.3 - The board has ensured the company | |||||
| has an internal control framework adequate | X | ||||
| for its activities, size and complexity. | |||||
| 4.2.4 - Information on the functioning and effectiveness of the internal control system |
X | ||||
| is provided in the annual report. | |||||
| 4.2.5 - The roles of the Chairman and Chief |
|||||
| Executive Officer are separated and defined. | X | ||||
| 4.2.7 - The board of directors ensures that | |||||
| the Investor Relations department and the | |||||
| corporate governance committee work effectively. The board works closely with |
X | ||||
| them when communicating and settling | |||||
| disputes with shareholders. | |||||
| 4.2.8 - The company has subscribed to a |
|||||
| Directors and Officers liability insurance | X | ||||
| covering more than 25% of the capital. | |||||
| 4.3. STRUCTURE OF THE BOARD OF DIRECTORS | |||||
| 4.3.9 - The board of directors has approved |
Our Company has a Board of Directors | ||||
| the policy on its own composition, setting a | Women Membership Policy. It is aimed | ||||
| minimal target of 25% for female directors. | to reach this goal within the next 5 years | ||||
| The board annually evaluates its | X | from the date of publication of the | |||
| composition and nominates directors so as to be compliant with the policy. |
policy, by assigning at least one woman member to the Board of Directors and |
||||
| assigning woman member (s) to the | |||||
| Board of Directors. | |||||
| 4.3.10 - At least one member of the audit |
|||||
| committee has 5 years of experience in | X | ||||
| audit/accounting and finance. | |||||
| 4.4. BOARD MEETING PROCEDURES | |||||
| 4.4.1 - Each board member attend the | |||||
| majority of the board meetings in person or | X | ||||
| via an electronic board meeting system | |||||
| 4.4.2 - The board has formally approved a |
|||||
| minimum time by which information and | |||||
| documents relevant to the agenda items | X | ||||
| should be supplied to all board members. | |||||
| 4.4.3 - The opinions of board members that |
|||||
| could not attend the meeting, but did submit | X | ||||
| their opinion in written format, were | |||||
| presented to other members. | |||||
| 4.4.4 - Each member of the board has one |
X | ||||
| vote. | |||||
| 4.4.5 - The board has a charter/written | |||||
| internal rules defining the meeting | |||||
| X | |||||
| procedures of the board. | |||||
| 4.4.6 - Board minutes document that all |
|||||
| items on the agenda are discussed, and | X | ||||
| board resolutions include director's | |||||
| dissenting opinions if any. | |||||
| 4.4.7 - There are limits to external commitments of board members. |
There is no restriction for the members of the Board of Directors to assume any |
||||
| Shareholders are informed of board | other duties outside the Company. The | ||||
| members' external commitments at the | X | duties of the members of the Board of | |||
| General Shareholders' Meeting. | Directors outside the Company are | ||||
| presented in the annual report and in | |||||
| their resumes published on the website. | |||||
| 4.5. BOARD COMMITTEES | |||||
| 4.5.5 - Board members serve in only one of |
The number of independent members | ||||
| the Board's committees. | on the Board of Directors does not allow | ||||
| for Board members to serve in only one | |||||
| X | of the Board's committees. Therefore | ||||
| some independent members of the | |||||
| Board of Directors are assigned in more than on committee. |
| 4.5.6 - Committees have invited persons to the meetings as deemed necessary to obtain their views. |
X | ||||
|---|---|---|---|---|---|
| 4.5.7 - If external consultancy services are used, the independence of the provider is stated in the annual report. |
X | In fiscal year 2024, the committees have not received any consultancy services hence this subject was not included in the annual report. |
|||
| 4.5.8 - Minutes of all committee meetings are kept and reported to board members. |
X | ||||
| 4.6. FINANCIAL RIGHTS | |||||
| 4.6.1 - The board of directors has conducted a board performance evaluation to review whether it has discharged all its responsibilities effectively. |
X | The performance of the Board of Directors has not been evaluated |
|||
| 4.6.4 - The company did not extend any loans to its board directors or executives, nor extended their lending period or enhanced the amount of those loans, or improve conditions thereon, and did not extend loans under a personal credit title by third parties or provided guarantees such as surety in favour of them. |
X | ||||
| 4.6.5 - The individual remuneration of board members and executives is disclosed in the annual report. |
X | The remuneration of provided to executives are disclosed in aggregated form on annual report and are not disclosed on individual basis. |
| 1. SHAREHOLDERS | |
|---|---|
| 1.1. Facilitating the Exercise of Shareholders Rights | |
| The number of investor meetings (conference, | Türk Telekom Investor Relations department participates in various conferences and meetings |
| seminar/etc.) organised by the company during | in Türkiye and abroad every year. |
| the year | In 2024, Türk Telekom held meetings with 280 equity and bond investors from different geographies and considers providing timely, continuous and accurate information to its investors among its top priorities. Türk Telekom Investor Relations participated in investor |
| conferences and non-deal roadshows in 2024, organised a deal roadshow within the scope of the Sustainable Eurobond issuance. It also provided comprehensive information to analysts about the company's financial and operational performance at an event it organised for analysts. Türk Telekom Investor Relations continued to organize teleconferences throughout |
|
| the year, following the announcement of quarterly financial and operational results, for the Company's senior management to share their assessments for the relevant quarter and for investors and analysts to ask questions to the management. |
|
| Investor Relations department continued to organise teleconferences following the disclosure of the quarterly financial and operational results in order to share the senior management's views on quarterly operations and to provide investors and analysts the opportunity to ask their questions to the management. |
|
| 1.2. Right to Obtain and Examine Information | |
| The number of special audit request(s) | No requests were made for the appointment of a special auditor in the reporting period. |
| The number of special audit requests that were accepted at the General Shareholders' Meeting |
None |
| 1.3. General Assembly Link to the PDP announcement that |
https://www.kap.org.tr/en/Bildirim/1284510 |
| demonstrates the information requested by Principle 1.3.1. (a-d) |
https://www.kap.org.tr/en/Bildirim/1295188 https://www.kap.org.tr/en/Bildirim/1299195 |
| Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time |
Documents are also shared simultaneously on Public Disclosure Platform (KAP) and on the company's investor relations website in English. |
| The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in |
No such transaction took place during the year. |
| the context of Principle 1.3.9 | |
| The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1) |
No such transaction took place during the year. |
| The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1) |
https://www.kap.org.tr/en/Bildirim/1355105 |
| The name of the section on the corporate website that demonstrates the donation policy of the company |
https://www.ttyatirimciiliskileri.com.tr/en-us/corporate-governance/pages/corporate governance-policies |
| https://www.ttyatirimciiliskileri.com.tr/media/pl5nrfuj/donation-policy.pdf | |
| The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved |
https://www.kap.org.tr/en/Bildirim/1014683 https://www.kap.org.tr/en/Bildirim/1014708 |
| The number of the provisions of the articles of association that discuss the participation of |
There is no such provision in the articles of association. |
| stakeholders to the General Shareholders' Meeting |
|
| Identified stakeholder groups that participated in the General Shareholders' Meeting, if any |
There was no participation in General Assemblies held in 2024 except by shareholders. |
| 1.4. Voting Rights | |
| Whether the shares of the company have differential voting rights |
No |
| In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares. |
There is no differential voting rights. Group (A), (B) and (C) shareholders are granted the privilege to nominate candidates for the Board of Directors in Article 8 of the company's Articles of Association. |
| The percentage of ownership of the largest shareholder |
61.68% (Türkiye Wealth Fund holds 1.68% of the publicly traded shares.) |
| 1.5. Minority Rights | |
| Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association |
No |
| If yes, specify the relevant provision of the articles of association. |
There is no provision in the Articles of Association to grant minority rights to shareholders who have less than one twentieth of the capital. However, compliance with the use of minority rights within the scope of TTK and CMB regulations is ensured. |
| 1.6. Dividend Right | |
| The name of the section on the corporate website that describes the dividend distribution |
Corporate Governance Policies https://www.ttyatirimciiliskileri.com.tr/en-us/corporate-governance/pages/corporate |
| policy | governance-policies https://www.ttyatirimciiliskileri.com.tr/media/awuc5ih0/dividend-policy.pdf |
| board of directors proposed to the general assembly not to distribute dividends, the reason for such proposal and information as to use of the dividend. |
prioritising its strategic goals and investments in order to sustain its technological leadership while maintaining a healthy liquidity and investment balance, and a strong balance sheet. Our Board of Directors resolved to propose at the 2023 Ordinary General Assembly that Türk Telekom pays no dividend out of 2023 earnings. In the decision, our Company's debt repayment plans, liquidity and investment requirements, as well as the need to be cautious in a year when macroeconomic balancing will be experienced, were taken into consideration. General Assembly Meeting Minutes It is seen that the above mentioned shareholders proposed the Company's Board of Director's Resolution dated 30.04.2023 and numbered 37 regarding the profit distribution shall be approved. 1 -The Company's net profit calculated according to the independently audited consolidated financial tables prepared in accordance with the provisions of "Capital Markets Board (CMB) Communique About Financial Reporting in Capital Markets No. II-14.1" is TL 16,421,552,000 for the fiscal year of 2023, 2- Pursuant to the CMB Communique on Dividends No: II-19.1, the profit after tax amount of TL 16,421,552,000 shall be the base amount for dividend distribution, 3- The Company is not required to take any reserves for 2023 as per the Article 519 of Turkish Commercial Code because it has already reached the general legal reserve limit, Accordingly, the Company is allowed to make a proposal, subject to the provisions of its Articles of Association, that the net profit amounting to TL 16,421,552,000 which is based on the independently audited consolidated financial statements, shall be recorded as extraordinary reserves. The Chairman put the proposal to vote, regarding the approval of the decision of the Board of Directors of the Company, dated 30.04.2024 Nr. 37, which was submitted for the examination of the shareholders in the company's website www.ttyatirimciiliskileri.com.tr, on the Public Disclosure Platform, EGAS and in the files distributed to physically attended shareholders in the meeting. Chairman put the proposal of the board of directors to a vote accordingly. As a result of the voting, the abovementioned Proposal was approved by a majority of 4,550 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| PDP link to the related general shareholder | NEGATIVE and 3,112,659,319 AFFIRMATIVE votes. https://www.kap.org.tr/en/Bildirim/1295188 |
||||||||||
| proposed to the general assembly not to distribute dividends |
meeting minutes in case the board of directors | ||||||||||
| Genel Kurul Toplantıları | |||||||||||
| General Meeting Date |
The number of informati on requests received by the company regarding the clarificati on of the agenda of the General Sharehol ders' Meeting |
Sharehol der participat ion rate to the General Sharehol ders' Meeting |
Percentage of shares directly present at the GSM |
by | Percen tage of shares repres ented proxy |
Specify the name of the page of the corporate website that contains the General Shareholders' Meeting minutes, and also indicates for each resolution the voting levels for or against |
Specify the name of the page of the corporate website that contains all questions asked in the general assembly meeting and all responses to them |
The number of the relevant item or paragraph of General Shareholders' Meeting minutes in relation to related party transactions |
The number of declarations by insiders received by the board of directors |
The link to the related PDP general shareholder meeting notification |
|
| 05.06.2024 | 3 | 89.9% | 0.0003% | 88.9% | Corporate Governance/ General Assembly Meeting Information |
Corporate Governance / General Assembly Meeting Information |
https://www.ka p.org.tr/en/Bild irim/1295188 |
||||
| 2. DISCLOSURE AND TRANSPARENCY | |||||||||||
| 2.1. Corporate Website Specify the name of the sections of the website providing the information requested by the Principle 2.1.1. If applicable, specify the name of the sections of the website providing the list of |
https://www.ttyatirimciiliskileri.com.tr/en-us/pages/home-page Türk Telekom Group -Ownership Structure, Announcements and Disclosures Corporate Governance Board of Directors, Committees, Senior Management, Insiders with Administrative Responsibilities, Corporate Governance Compliance Report, Corporate Governance Rating, General Assembly Meeting Information, Articles of Association and Trade Registry Information, Internal Audit and Risk Management, Related Party Transactions, Code of Ethics, Policies, Independent Auditor https://www.ttyatirimciiliskileri.com.tr/en-us/turk-telekom-group/investing-in-turk telekom/pages/ownership-structure |
||||||||||
| shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares. List of languages for which the website is available |
Turkish, English | https://www.ttyatirimciiliskileri.com.tr/media/imupesmv/hissedar-yapisi-en.pdf |
| The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2. | |
|---|---|
| a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members |
Corporate Governance Principles Compliance Report section |
| b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structure |
Corporate Governance Principles Compliance Report section |
| c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings |
Corporate Governance Principles Compliance Report section |
| ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation |
There was no legislative amendments that could significantly affect the Company's operations in 2024. |
| d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof |
Consolidated Independent Audit Report/Commitment and Obligations |
| e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation in order to avoid from these conflicts of interest |
Corporate Governance Principles Compliance Report Section/Other information according to the legislation |
| f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the cross ownership subsidiaries that the direct contribution to the capital exceeds 5% |
Capital and Shareholder Structure section |
| g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results 3. STAKEHOLDERS |
Corporate Governance Principles Compliance Report and 2023 Integrated Annual Report, sections titled Social Capital https://www.ttyatirimciiliskileri.com.tr/en-us/socially-responsible-investing/pages/sustainability reports |
| 3.1. Corporation's Policy on Stakeholders | |
| The name of the section on the corporate website that demonstrates the employee remedy or severance policy |
https://www.ttyatirimciiliskileri.com.tr/en-us/corporate-governance/pages/corporate-governance policies https://www.ttyatirimciiliskileri.com.tr/media/u1jd4zif/compensation-policy.pdf |
| The number of definitive convictions the company was subject to in relation to breach of employee rights |
0 |
| The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism) |
Business Ethics Committee |
| The contact detail of the company alert mechanism |
[email protected] https://www.ttyatirimciiliskileri.com.tr/en-us/corporate-governance/pages/corporate-governance committee-communication-form |
| 3.2. Supporting the Participation of the Stakeholders in the Corporation's Management |
|
| Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies |
Corporate Governance Principles Compliance Report Section |
| Corporate bodies where employees are actually represented |
At Türk Telekom, employees are represented through Occupational Health and Safety Boards and various surveys, research and individual notifications conducted by Human Resources. 11.11.2024, the judicial process between the unions regarding the determination of the labor union authorized to conclude collective bargaining agreements at Türk Telekom is resulted in an agreement. The negotiations for the Collective Bargaining Agreement between our company and Haber-İş Union for the 15th period which commenced on July 2, 2024 have concluded in an agreement. The Collective Bargaining Agreement covering approximately 8,800 of our employees will remain effective until 28.02.2026. Accordingly, it has been decided for related employees; - The monthly gross wages they receive on 31.08.2024 will be raised by36.50% effective from 01.09.2024, - For those who have served for more than one year in our company another 1% for every 3 years of service (limited to 5%) will be added to the rate of increase. - During the wage increase periods in March and September 2025, the rate of increase will be determined as the six-month inflation with a welfare share of 15% of that rate added on top. |
|---|---|
| 3.3. Human Resources Policy | |
| The role of the board on developing and ensuring that the company has a succession plan for the key management positions |
https://www.ttyatirimciiliskileri.com.tr/en-us/socially-responsible-investing/pages/human-rights policy https://www.ttyatirimciiliskileri.com.tr/en-us/socially-responsible-investing/pages/human resources-policy Human Resources Policy In cases for executive position change might lead to disruptions in company management, backup |
| The name of the section on the corporate | plans are prepared for the determination of the new managers to be appointed. https://www.ttyatirimciiliskileri.com.tr/en-us/socially-responsible-investing/pages/human-rights |
| website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy. |
policy https://www.ttyatirimciiliskileri.com.tr/en-us/socially-responsible-investing/pages/human resources-policy |
| Employment Policy Türk Telekom aims to recruit its employees on long term basis as a principal to provide high quality and economic services with regard to technological developments, financial and economic conditions and sectoral changes in its field of activity. Continuous success of Türk Telekom depends on the ab of its employees to adapt rapidly and efficiently to the changing conditions of the sector, as well as their flexibility this respect. Our employees via their superior skills, competence and experience help the Company to become one of the leading companies in the world. Türk Telekom supports on-thejob training by programmes carried in cooperation with regulatory and supervisory agencies a as the universities and provides employment opportunity within this framework. Our company asserts its claim of being the most preferred company to work for by sharing pride of being a Türk Telekom employee with young talents from universities and professionals outside the company. Recruitment criteria are determined and documented in written form and that criteria should be followed. Türk Telekom provides equal recruitment and career planning opportunity to its applicants. Diversity Türk Telekom values diversity and considers this is an asset, and strives to make its employees feel |
|
| like the a part of the Company. Accordingly, Türk Telekom is committed to equal opportunity, and takes into account qualifications, performance, skills and experiences of it employees for recruitment, placement, development, training, compensation, promotion, and resignation from Company. Is aware that diversity in its labour contributing achievement of the Company targets, and strives to rec candidates with diverse backgrounds and experience, a employ them for a long term. Fulfils its legal obligations relation to employment of people with disabilities, and disadvantages. |
|
| Whether the company provides an employee stock ownership programme |
There isn't an employee stock ownership programme |
| The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy. |
https://www.ttyatirimciiliskileri.com.tr/en-us/socially-responsible-investing/pages/human-rights policy Discrimination and Harassment At Türk Telekom; No one is discriminated on grounds of age, language, race, ethnicity, nationality, health, disability status, gender, marital status, religion and sect, political opinions, philosophical beliefs and faith. Discriminatory and unfair conducts are not tolerated. Employees are provided with a working environment, free from all kinds of ill-treatment, mobbing and harassment. |
| The number of definitive convictions the company is subject to in relation to health |
0 |
| and safety measures 3.5. Ethical Rules and Social Responsibility |
|
| The name of the section on the corporate website that demonstrates the code of ethics |
https://www.ttyatirimciiliskileri.com.tr/en-us/corporate-governance/pages/corporate-governance policies |
| The name of the section on the company | https://www.ttyatirimciiliskileri.com.tr/media/h3rjq0xg/code-of-ethics.pdf https://www.ttyatirimciiliskileri.com.tr/en-us/socially-responsible-investing/pages/sustainability |
| website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues. |
https://www.ttyatirimciiliskileri.com.tr/en-us/socially-responsible-investing/pages/corporate-social responsibility |
| Any measures combating any kind of corruption including embezzlement and bribery |
https://www.ttyatirimciiliskileri.com.tr/en-us/socially-responsible-investing/pages/policies https://www.ttyatirimciiliskileri.com.tr/en-us/socially-responsible-investing/pages/anti-bribery |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| and-anti-corruption-policy | |||||||||
| 4. BOARD OF DIRECTORS-I | |||||||||
| 4.2. Activity of the Board of Directors | |||||||||
| Date of the last board evaluation conducted |
- | ||||||||
| Whether the board evaluation was externally facilitated |
No | ||||||||
| Whether all board members released from their duties at the GSM |
Yes | ||||||||
| Name(s) of the board member(s) with | Dr İsmail İlhan HATİPOĞLU, Chairman of the Board of Directors nominated by Group A Shareholder, | ||||||||
| specific delegated duties and authorities, and descriptions of such duties |
Ümüt ÖNAL, General Manager and Ümüt ÖNAL, Board Member nominated by Group A Shareholder and Dr Ömer Fatih SAYAN, Deputy Chairman of the Board of Directors representing one Group C Privileged Share, jointly represents and binds our Company in the broadest manner in all matters. |
||||||||
| Number of reports presented by internal auditors to the audit committee or any relevant committee to the board |
Number of reports submitted to the Committee and Board of Directors is 5. | ||||||||
| Specify the name of the section or page | Assessments of the Board of Directors Section | ||||||||
| number of the annual report that provides the summary of the review of the |
|||||||||
| effectiveness of internal controls Name of the Chairman |
Dr. İsmail İlhan Hatipoğlu | ||||||||
| Name of the CEO | Ümit Önal | ||||||||
| If the CEO and Chair functions are | Not the same person. | ||||||||
| combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles |
|||||||||
| Link to the PDP notification stating that any damage that may be caused by the |
https://www.kap.org.tr/en/Bildirim/1156203 | ||||||||
| members of the board of directors during | |||||||||
| the discharge of their duties is insured for an amount exceeding 25% of the |
|||||||||
| company's capital The name of the section on the corporate |
|||||||||
| https://www.ttyatirimciiliskileri.com.tr/en-us/corporate-governance/pages/corporate-governance website that demonstrates current diversity policies |
|||||||||
| policy targeting women directors | https://www.ttyatirimciiliskileri.com.tr/media/jk4hizj2/women-board-membership-policy.pdf | ||||||||
| The number and ratio of female directors within the Board of Directors |
0 | ||||||||
| Yönetim Kurulunun Yapısı (Özet) Name, Whether |
Whether | The First | Link To PDP Notification | Whether the | Whether She/He is | Whether | |||
| Surname Executive Indepen |
Election | That Includes The | Independent | the Director Who | The | ||||
| of Board Director Or Not dent Member |
Director | Date To Board |
Independency Declaration | Director Considered By |
Ceased to Satisfy The Independence |
Director Has At |
|||
| Or Not | The Nomination |
or Not | Least 5 Years' |
||||||
| Committee | Experience | ||||||||
| On Audit, Accounting |
|||||||||
| And/Or Finance Or |
|||||||||
| Dr. İsmail Non-executive Not |
05.06.2024 | - | - | No | Not No |
||||
| İlhan Hatipoğlu |
independe nt director |
||||||||
| Dr. Ömer Non-executive Not Fatih Sayan |
independe nt director. |
04.09.2018 | - | - | No | No | |||
| Yiğit Bulut Non-executive |
Independe nt director |
06.05.2014 | https://kap.org.tr/en/Bildirim/358251 | Considered. | No | Yes | |||
| Ümit Önal Executive Not |
independe nt director |
31.03.2022 | - | - | No | No | |||
| Dr. Yunus Non-executive Not Arıncı |
independe nt director |
05.06.2024 | - | - | No | Yes | |||
| Deniz Non-executive Not Yılmaz |
independe nt director |
09.08.2023 | - | - | No | Yes | |||
| Enver Non-executive İskurt |
Independe nt director |
31.03.2022 | https://kap.org.tr/en/Bildirim/1014683 | Considered. | No | Yes | |||
| Selim Non-executive Dursun |
Independe nt director |
04.09.2018 | https://kap.org.tr/en/Bildirim/708083 | Considered. | No | No | |||
| Mehmet Non-executive Not Reşat Bahçeevli |
independe nt director |
05.06.2024 | - | - | No | No | |||
| 4. Board of Directors-II |
| 4.4. Meeting Procedures of the Board of Directors | |||||||
|---|---|---|---|---|---|---|---|
| Number of physical or electronic board meetings in the reporting period |
13 | ||||||
| Director average attendance rate at board meetings |
85.76% | ||||||
| Whether the board uses an electronic portal to support its work or not |
No | ||||||
| Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter |
10 days | ||||||
| The name of the section on the corporate website that demonstrates information about the board charter |
Article 12 of the Company's Articles of Association. https://www.ttyatirimciiliskileri.com.tr/media/4ulbh4i1/articles_of_association_.pdf |
||||||
| http://www.ttyatirimciiliskileri.com.tr/en-us/corporate-governance/pages/articles-of association-trade-registry-information.aspx |
|||||||
| Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors |
- | ||||||
| 4.5. Board Committees-II | |||||||
| Page numbers or section names of the annual report where information about the board committees are presented |
Section | Board of Directors' Committees and Corporate Governance Principles Compliance Report | |||||
| Link(s) to the PDP announcement(s) with the board committee charters |
Audit Committee: Corporate Governance Committee: |
https://www.kap.org.tr/en/Bildirim/659174 Nomination and Remuneration Committee: https://www.kap.org.tr/en/Bildirim/1038148 Early Identification and Management of Risks Committee https://www.kap.org.tr/en/Bildirim/304033 https://www.kap.org.tr/en/Bildirim/741628 |
|||||
| Composition of Board Committees -I | |||||||
| Names Of The Board Committees |
Name Of Committees Defined As "Other" In |
Name Surname of |
Whether Committee Chair Or Not |
Whether Board Member Or Not | |||
| The First Column | Committee Members |
||||||
| Corporate Governance Committee |
Enver İskurt | Yes | Board member | ||||
| Corporate Governance | Selim Dursun | No | Board member | ||||
| Committee Corporate Governance |
Deniz Yılmaz | No | Board member | ||||
| Committee Corporate Governance |
Gülsen Ayaz | No | Not board member | ||||
| Committee Audit Committee |
Yiğit Bulut | Yes | Board member | ||||
| Audit Committee | Selim Dursun | No | Board member | ||||
| Audit Committee | Enver İşkurt | No | Board member | ||||
| Early Identification and Management of Risks Committee |
Yiğit Bulut | Yes | Board member | ||||
| Early Identification and Management of Risks |
Dr. İsmail İlhan |
No | Chairman of the Board of Directors |
||||
| Committee Early Identification and Management of Risks |
Hatipoğlu Dr. Ömer Fatih Sayan |
No | Vice Chairman of the Board of Directors |
||||
| Committee Nomination and Remuneration Committee |
Yiğit Bulut | Yes | Board member | ||||
| Nomination and Remuneration Committee |
Dr. Ömer Fatih Sayan |
No | Vice Chairman of the Board of Directors |
||||
| Nomination and Remuneration Committee |
Ümit Önal | No | Board member | ||||
| 4. Board of Directors-III | |||||||
| 4.5. Board Committees-II |
| report or website (Page number or section name in the annual report/website) |
||||||
|---|---|---|---|---|---|---|
| Specify where the activities of the corporate governance committee are presented in your annual report or website (Page number or section name in the annual report/website |
committee | Annual Report / Corporate Governance Principles Compliance Report Section | https://www.ttyatirimciiliskileri.com.tr/en-us/corporate-governance/pages/corporate-governance | |||
| Specify where the activities of the nomination committee are presented in your annual report or website (Page number or section name in the annual report/website) |
Annual Report / Corporate Governance Principles Compliance Report Section | https://www.ttyatirimciiliskileri.com.tr/en-us/corporate-governance/pages/nomination-committee | ||||
| Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website |
and-management-of-risks-and-committee | Annual Report / Corporate Governance Principles Compliance Report Section https://www.ttyatirimciiliskileri.com.tr/en-us/corporate-governance/pages/early-identification |
||||
| Specify where the activities of the remuneration committee are presented in your annual report or website (Page number or section name in the annual report/website) |
Annual Report / Corporate Governance Principles Compliance Report Section | https://www.ttyatirimciiliskileri.com.tr/en-us/corporate-governance/pages/nomination-committee | ||||
| 4.6. 'Financial Right Provided to the Members of Board of Directors and the Senior Executives' | ||||||
| Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report) |
Annual Report / Corporate Governance Principles Report Section | |||||
| Specify the section of website where remuneration policy for executive and non executive directors are presented. |
"Policies" section under the heading "Corporate Governance" on the Company's website at http://www.ttyatirimciiliskileri.com.tr https://www.ttyatirimciiliskileri.com.tr/media/bf1go0g5/remuneration_policy.pdf |
|||||
| Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report) |
Annual Report / Corporate Governance Principles Report Section 'Financial Right Provided to the Members of Board of Directors to the Senior Executives' |
|||||
| Composition of Board Committees -II | ||||||
| Names of the Board Committees |
Name of committees defined as "Other" in the first column |
The Percentage of Independent |
The Number of Meetings Held in Person |
The Number of Re Activities Submit Board |
| executive Directors |
Independent Directors in the Committee |
|||
|---|---|---|---|---|
| Audit Committee | 100% | 100% | 5 | 5 |
| Corporate Governance Committee |
75% | 50% | 2 | 1 |
| Early Identification and Management of Risks Committee |
100% | 33% | 5 | 0 |
| Nomination and Remuneration Committee |
67% | 33% | 1 | 3 |
| COMPLIANCE STATUS | |||||||
|---|---|---|---|---|---|---|---|
| YES | NO | PARTIAL | IRRELEVANT | EXPLANATION | RELATED REPORT/LINK | ||
| A. General Principles | |||||||
| A1. Strategy, Policy and Goals | Türk Telekom requires senior | ||||||
| The prioritised environmental, social and corporate governance (ESG) issues, risks and opportunities have been determined by the Company's Board of Directors. |
X | management's participation in reaching its goal of incorporating environmental, social and economic factors in Company activities and decision-making mechanisms along with corporate governance principles, and effectively managing the risks associated with these factors. |
https://www.ttyatirimciiliskile ri.com.tr/en-us/corporate governance/pages/sustainab ility-policy |
||||
| A1.1 | The ESG policies (Environmental Policy, Energy Policy, Human Rights and Employee Policy etc.) have been created and disclosed to the public by the Company's Board of Directors. |
X | Human Rights Policy, Human Resources Policy, Anti-Bribery and Anti-Corruption Policy, Information Safety Policy, Procurement Policy, Integrated Management System Policy, Disclosure Policy, Dividend Policy, Remuneration Policy, Board of Directors Women Membership Policy, Donation Policy, Compensation Policy, Sustainability Policy, Environmental Policy, Code of Ethics Investor Relations Web Site Corporate Governance Policies https://www.ttyatirimciiliskileri.co m.tr/en-us/corporate governance/pages/corporate governance-policies Work on the environmental policy |
Investor Relations Web Site Sustainability-Policy https://www.ttyatirimciiliskile ri.com.tr/en-us/corporate governance/pages/sustainab ility-policy Investor Relations Web Site Corporate Governance Policies https://www.ttyatirimciiliskile ri.com.tr/en-us/corporate governance/pages/corporate -governance-policies |
|||
| A1.2 | The short and long-term targets set within the scope of ESG policies have been disclosed to the public. A2. Implementation/Monitoring |
X | for Türk Telekom and Group companies is in progress. The Türk Telekom Group's Carbon Emission Reduction Commitment has been shared with the public through the Public Disclosure Platform. There is also detailed information about our targets in the 2023 Integrated Annual Report. |
PDP: https://www.kap.org.tr/en/Bil dirim/1257319 2023 Integrated Annual Report, Our Goals and Concrete Progress on Our Sustainability Roadmap, p.22 https://www.ttyati rimciiliskileri.com.t r/media/dgybz00 h/turk-telekom 2023-integrated annual-report.pdf |
|||
| The responsible committees | |||||||
| A2.1 | and/or business units for the implementation of ESG policies and the senior officials related to ESG issues in the Company and their duties have been identified and disclosed to the public. |
X | It is shared in the Sustainability Committee Working Principles. |
https://www.ttyatirimciiliskile ri.com.tr/en-us/corporate governance/pages/sustainab ility-committee |
|||
| The activities carried out within the scope of policies by the responsible committee and/or unit have been reported to the Board of Directors at least once a year. |
X | The business units responsible for policies have been identified and reporting is made when necessary within the scope of their duties. |
https://www.ttyatirimciiliskile ri.com.tr/media/o43h3egm/t urk-telekom-sustainability policy.pdf |
||||
| A2.2 | In line with the ESG targets, the implementation and action plans have been formed and disclosed to the public. |
X | It was disclosed to the public through Public Disclosure Platform and 2023 Integrated Annual Report. |
PDP: https://www.kap.org.tr/en/Bil dirim/1257319 2023 Integrated Annual Report, Our Goals and Concrete Progress on Our Sustainability Roadmap, p.22 |
| https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
|||||
|---|---|---|---|---|---|
| A2.3 | The Key ESG Performance Indicators (KPI) and the level of reaching these indicators have been disclosed to the public on yearly basis. |
X | In the 2023 Integrated Annual Report, the relevant KPIs are explained under the headings of Our Focus Areas. |
https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
|
| A2.4 | The activities for improving the sustainability performance of the business processes or products and services have been disclosed to the public |
X | In the 2023 Integrated Annual Report, activities to improve the sustainability performance of business processes or products and services are disclosed to the public. |
https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
|
| A3. Reporting | |||||
| A3.1 | The information about the sustainability performance, targets and actions have been given in annual reports of the Company an understandable, accurate and sufficient manner. |
X | It was disclosed to the public through 2023 Integrated Annual Report. |
https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
|
| A3.2 | The information about activities which are related to the United Nations (UN) 2030 Sustainable Development Goals have been disclosed to the public. |
X | With SDG Index in the Integrated Annual Report, information on which of the United Nations (UN) 2030 Sustainable Development Goals our operations are related to is disclosed to the public. |
2023 Integrated Annual Report SDG Index, p.28 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
|
| A3.3 | The lawsuits filed and/or concluded against the Company about ESG issues which are material in terms of ESG policies and/or will significantly affect the Company's activities, have been disclosed to the public. |
X | It has been disclosed to the public that Türk Telekom did not have any environmental accidents reported or accrued environmental fines in 2023.There is also no ESG - related lawsuits. There are no environmental accidents or environmental fines in 2024. |
2023 Integrated Annual Raport, p.92 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
|
| A4. Verification | |||||
| A4.1 | The Company's Key ESG Performance metrics have been verified by an independent third party and publicly disclosed. |
X | A third -party independent auditor's opinion was obtained for the Group Carbon Inventory presented through the 2023 Integrated Annual Report. |
Independent Assurance Statement 2023 https://www.ttyatirimciiliskile ri.com.tr/media/16eyigll/inde pendent -assurance - statement -2023.pdf |
|
| B. Environmental Principles | |||||
| B1 | The policies and practices, action plans, environmental management systems (known by the ISO 14001 standard) and programs have been disclosed. |
X | Türk Telekom operates within the scope of ISO 14001 Environmental Management System and ISO 45001 Occupational Health and Safety Management System. It is included in the Integrated Management System Policy. |
https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/integrated - management -system -policy |
|
| B2 | The environmental reports prepared to provide information on environmental management have been disclosed to the public which is inculiding the scope, reporting period, reporting date and limitations about the reporting conditions. |
X | It was disclosed to the public through 2023 Integrated Annual Report and CDP. In addition, annual legal declarations regarding waste are made in line with the relevant regulations. |
2023 Integrated Annual Report, About the Report p.3 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf https://www.ttyatirimciiliskile ri.com.tr/media/16eyigll/cdp - 2023.pdf |
|
| B4 | The environmental targets within the scope of performance incentive systems which included in the rewarding criteria have been disclosed to the public on the basis of stakeholders (such as members of the Board of Directors, managers and employees). |
X | It was disclosed to the public via CDP Questionnaire. |
https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/carbon - disclosure -project |
|
| B5 | How the prioritised environmental issues have been integrated into |
X | It was disclosed to the public through 2023 Integrated Annual Report. |
2023 Integrated Annual Report , Our Decisive Sustainability Strategy p.22 |
| business objectives and strategies has been disclosed. |
https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual - report.pdf |
||||
|---|---|---|---|---|---|
| B7 | The way of how environmental issues has been managed and integrated into business objectives and strategies throughout the Company's value chain, including the operational process, suppliers and customers has been disclosed. |
X | It is explained in 2023 Integrated Annual Report and Procurement Policy. |
2023 Integrated Annual Report , Supply Chain Sustainability p.87 -89 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/procuremen |
|
| B8 | Whether the Company have been involved to environmental related organizations and non - governmental organizations' policy making processes and collabrations with these organizations has been disclosed. |
X | As Türk Telekom, we are a member of YASED International Investors Association which has been in effective communication and relationship with its stakeholders to contribute to sustainable economic development and the creation of a better business and investment environment in Türkiye.YASED actively collaborates with its members through its working groups in 16 diverse fields, fostering close cooperation on emerging trends, challenges, and solutions within the respective domains. In this context, we regularly participate in webinars, workshops, etc organised by YASED (e.g. Sustainable Development Good Practice Examples Webinar Series) and make notifications or provide feedback following their requests for opinion on a wide range of issues. |
t-policy https://www.ttyatirimciiliskile ri.com.tr/media/16eyigll/cdp - 2023.pdf |
|
| B9 | In the light of environmental indicators (Greenhouse gas emissions (Scope -1 (Direct), Scope -2 (Energy indirect), Scope - 3 (Other indirect), air quality, energy management, water and wastewater management, waste management, biodiversity impacts)), information on environmental impacts is periodically disclosed to the public in a comparable manner. |
X | It was disclosed to the public through CDP Questionnaire and 2023 Integrated Annual Report. 2024 data will be announced in the integrated report. |
2023 Integreated Annual Report, Natural Capital; Environmental Performance Indicators p.90 -103,125 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/carbon - disclosure -project |
|
| B10 | Details of the standard, protocol, methodology, and baseline year used to collect and calculate data has been disclosed. |
X | It was disclosed to the public through CDP Questionnaire and 2023 Integrated Annual Report. 2024 data will be announced in the integrated report. |
2023 Integreated Annual Report, Natural Capital; Environmental Performance Indicators p.90 -103,125 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/carbon - disclosure -project |
|
| B11 | The increase or decrease in Company's environmental indicators as of the reporting year has been comparatively disclosed with previous years. |
X | It was disclosed to the public through CDP Questionnaire and 2023 Integrated Annual Report. 2024 data will be announced in the integrated report. |
2023 Integreated Annual Report, Natural Capital; Environmental Performance Indicators p.90 -103,125 https://www.ttyatirimciiliskile |
| ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
||||||
|---|---|---|---|---|---|---|
| https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/carbon - disclosure -project |
||||||
| B12 | The short and long -term targets for reducing the environmental impacts have been determined and the progress compared to previous years' targets has been disclosed. |
X | In the 2023 Integrated Annual Report, short- and long -term targets have been set to reduce environmental impacts, and these targets and progress against the targets set in previous years are disclosed to the public. In addition, Türk Telekom Group's Carbon Emission Reduction Commitment was disclosed on the Public Disclosure Platform. |
2023 Integrated Annual Report, Natural Capital; p.90 -103 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf https://www.kap.org.tr/en/Bil dirim/1257319 |
||
| B13 | A strategy to combat the climate crisis has been created and the planned actions have been publicly disclosed. |
X | It was disclosed to the public through 2023 Integrated Annual Report. |
2023 Integrated Annual Report , Combating Climate Change p.99 -103 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom-2023 -integrated - annual -report.pdf |
||
| B14 | The programs/procedures to prevent or minimize the potential negative impact of products and/or services on the environment have been established and disclosed. |
X | It was disclosed to the public through 2023 Integrated Annual Report. |
2023 Integrated Annual Report, Sustainability -Based Contributions and Investments p.31 -33 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
||
| The actions to reduce greenhouse gas emissions of third parties (suppliers, subcontractors, dealers, etc.) have been carried out and disclosed. |
X | Our efforts to monitor supplier activities have started. In the coming period, management mechanisms will be established for emission monitoring of products during the procurement phase. |
||||
| B15 | The environmental benefits/gains and cost savings of initiatives/projects that aims reducing environmental impacts have been disclosed. |
X | Through the CDP Questionnaire, environmental benefits, profits and cost savings provided by initiatives and projects aimed at reducing environmental impacts are presented. |
https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/carbon - disclosure -project |
||
| B16 | The data related to energy consumption (natural gas, diesel, gasoline, LPG, coal, electricity, heating, cooling, etc.) has been disclosed as Scope -1 and Scope - 2. |
X | It was disclosed to the public through CDP Questionnaire and 2023 Integrated Annual Report. |
2023 Integreated Annual Report, Energy Management and Environmental Investments p.90 -92; Environmental Performance Indicators p.125 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/carbon - |
||
| B17 | The information related to production of electricity, heat, steam and cooling as of the reporting year has been disclosed. |
X | It was disclosed to the public through CDP Questionnaire and 2023 Integrated Annual Report. Data for 2024 will be published in the 2024 Integrated report. |
disclosure -project 2023 Integreated Annual Report, Energy Management and Environmental Investments p.90 -92; Environmental Performance Indicators p.125 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
| https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/carbon - disclosure -project |
||||||
|---|---|---|---|---|---|---|
| B18 | The studies related to increase the use of renewable energy and transition to zero/low carbon electricity have been conducted and disclosed. |
X | It was disclosed to the public through CDP Questionnaire and 2023 Integrated Annual Report. |
2023 Integreated Annual Report, Energy Management and Environmental Investments p.90 -92; Environmental Performance Indicators p.125 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual-report.pdf |
||
| https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/carbon - disclosure -project |
||||||
| 2023 Integreated Annual Report, Energy Management and Environmental Investments p.90 -92; Environmental Performance Indicators p.125 |
||||||
| B19 | The renewable energy production and usage data has been publicly disclosed. |
X | It was disclosed to the public through CDP Questionnaire and 2023 Integrated Annual Report. |
https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
||
| https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/carbon - disclosure -project |
||||||
| The Company conducted projects about energy efficiency and the |
2023 Integreated Annual Report, Energy Management and Environmental Investments p.90 -92; Environmental Performance Indicators p.125 https://www.ttyatirimciiliskile |
|||||
| B20 | amount of reduction on energy consumption and emission achieved through these projects have been disclosed. |
X | It was disclosed to the public through CDP Questionnaire and 2023 Integrated Annual Report. |
ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
||
| https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/carbon - disclosure -project |
||||||
| B21 | The water consumption, the amount, procedures and sources of recycled and discharged water from underground or above ground (if any), have been |
X | It was disclosed to the public through 2023 Integrated Annual Report. |
2023 Integreated Annual Report, Water and Wastewater Management p.95 -96 Environmental Performance Indicators |
||
| disclosed. | https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
|||||
| B22 | The information related to whether Company's operations or activities are included in any carbon pricing system (Emissions Trading System, Cap & Trade or Carbon Tax). |
X | The Company's sector is not among the priority sectors. |
|||
| B23 | The information related to accumulated or purchased carbon credits within the |
X | No study on carbon credit has been carried out. |
| reporting period has been disclosed. |
||||||
|---|---|---|---|---|---|---|
| B24 | If carbon pricing is applied within the Company, the details have been disclosed. |
X | The Company's sector is not among the priority sectors. |
|||
| B25 | The platforms where the Company discloses its environmental information have been disclosed. |
X | It is available on the Türk Telekom Investor Relations website. |
https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/sustainabilit y |
||
| C. Social Principles | ||||||
| C1. Human Rights and Employee Rights The Institutional Human Rights |
||||||
| C1.1 | and Employee Rights Policy has been established in the ligh of the Universal Declaration of Human Rights, ILO Conventions ratified by Turkey and other relevant legislation. The policy and the officals that responsible for the implementation of it have been determined and disclosed. |
X | The policy on Human Rights and the processes for its implementation have been disclosed to the public. |
https://www.ttyatirimciiliskile ri.com.tr/media/u4sbgcvi/hu man -rights -policy - 20200529.pdf |
||
| C1.2 | Considering the effects of supply and value chain, fair workforce, improvement of labor standards, women's employment and inclusion issues (gender, race, religion, language, marital status, ethnic identity, sexual orientation, gender identity, family responsibilities, union activities, political opinion, disability, social and cultural differences, etc., such as non -discrimination) are included in its policy on employee rights. |
X | It is included in the Company's Human Rights Policy. |
https://www.ttyatirimciiliskile ri.com.tr/media/u4sbgcvi/hu man -rights -policy - 20200529.pdf |
||
| C1.3 | The measures taken for the minority rights/equality of opportunity or the ones who are sensitive about certain economic, environmental, social factors (low income groups, women, etc.) along the supply chain have been disclosed. |
X | Under the heading of ACCEPTING DIFFERENCES in the Human Rights Policy; "Türk Telekom values differences, sees this as a richness and strives to make its employees feel themselves as a part of the Company." Accordingly, it complies with legal obligations regarding the employment of disabled and disadvantaged people." In addition, important developments related to corporate social responsibility issues are included in the annual report. |
https://www.ttyatirimciiliskile ri.com.tr/media/u4sbgcvi/hu man -rights -policy - 20200529.pdf |
||
| C1.4 | The developments regarding preventive and corrective practices against discrimination, inequality, human rights violations, forced and child labor have been disclosed. |
X | It is included in the Company's Human Rights Policy. |
https://www.ttyatirimciiliskile ri.com.tr/media/u4sbgcvi/hu man -rights -policy - 20200529.pdf |
||
| Investments in employees (education, development policies), compensation, fringe benefits, right to unionize, work/life balance solutions and talent management are included in the employee rights policy. |
X | Investments in employees are included in the Human Resources Policy. |
https://www.ttyatirimciiliskile ri.com.tr/media/rpjnubnc/hu man -resources -policy.pdf |
|||
| C1.5 | The mechanism for employee complaints and resolution of disputes have been established and related solution processes have been determined. |
X | The processes are explained in detail in the Company's Code of Ethics. |
https://www.ttyatirimciiliskile ri.com.tr/media/h3rjq0xg/co de -of -ethics.pdf |
||
| The activities carried out within the reporting period which related to ensure employee satisfaction have been disclosed. |
X | Relevant information is provided in the 2023 Integrated Annual Report. 2024 data will be announced in the integrated report. |
2023 Integrated Annual Report, Our Value Creation Model p.38 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
|||
| C1.6 | The occupational health and safety policies have been established and disclosed. |
X | There is an Integrated Management System Policy. It is |
https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - |
| published on the Company's | investing/pages/integrated | |||||
|---|---|---|---|---|---|---|
| The measures taken for protecting health, preventing occupational accidents and related statistics have been disclosed. |
X | Investor Relations website. Relevant information is provided in the 2023 Integrated Annual Report. |
management-system-policy 2023 Integrated Annual Report, Responsibility for Occupational Health p.74-74; Social Performance Indicators p.127 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk-telekom-2023-integrated annual-report.pdf |
|||
| C1.7 | The personal data protection and data security policies have been established and disclosed. |
X | It is given in the Information Security Policy. |
https://www.ttyatirimciiliskile ri.com.tr/media/w22j2jix/info rmation-security-policy.pdf |
||
| C1.8 | The ethics policy have been established and disclosed. |
X | The Code of Ethics is shared with the public on the Investor Relations page. |
https://www.ttyatirimciiliskile ri.com.tr/media/h3rjq0xg/co de-of-ethics.pdf |
||
| C1.9 | The studies related to social investment, social responsibility, finansal inclusivity and access to finance have been explained. |
X | It is disclosed in the Corporate Social Responsibility section of the Türk Telekom Investor Relations website and in the 2023 Integrated Annual Report. |
2023 Integrated Annual Report, Social Investments and Community Contributions, Stakeholder Relations p.76-85 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk-telekom-2023-integrated annual-report.pdf https://www.ttyatirimciiliskile |
||
| ri.com.tr/en-us/socially responsible investing/pages/corporate social-responsibility |
||||||
| C1.10 | The informative meetings and training programs related to ESG policies and practices have been organized for employees. |
X | The training provided to our employees in 2023 is described in 2023 Integrated Annual Report. |
2023 Integrated Annual Report, Employee Loyalty, Training, Talent and Career Development p.72 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk-telekom-2023-integrated |
||
| C2. Stakeholders, International Standards and Initiatives | annual-report.pdf | |||||
| C2.1 | The customer satisfaction policy regarding the management and resolution of customer complaints has been prepared and disclosed. |
X | Customer satisfaction policy preparations are in progress. |
|||
| C2.2 | The information about the communication with stakeholders (which stakeholder, subject and frequency) have been disclosed. |
X | It is given in the 2023 Integrated Annual Report. |
2023 Integrated Annual Report, Our Stakeholder Relations p.29-30 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk-telekom-2023-integrated annual-report.pdf |
||
| C2.3 | The international reporting standards that adopted in reporting have been explained. |
X | It is given in the 2023 Integrated Annual Report. |
2023 Integrated Annual Report, About the Report p.3; Sustainability-Based, Contributions and Investments p.33 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk-telekom-2023-integrated annual-report.pdf |
||
| C2.4 | The principles adopted regarding sustainability, the signatory or member international organizations, committees and principles have been disclosed. |
X | It is given in the 2023 Integrated Annual Report. |
2023 Integrated Annual Report, Sustainability-Based, Contributions and Investments p.33 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu |
| rk -telekom -2023 -integrated - annual -report.pdf |
|||||
|---|---|---|---|---|---|
| C2.5 | The improvements have been made and studies have been carried out in order to be included in the Borsa Istanbul sustainability indices and/or international index providers. |
X | Annual Report. | It is given in the 2023 Integrated | 2023 Integrated Annual Report, Global Indices p.33 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
| D. Corporate Governance Principles | |||||
| D1 | The opinions of stakeholders have been sought in the determination of measures and strategies related to sustainability field. |
X | Opinions of internal and external stakeholders were taken in determining the priority issues that will help draw the framework of the sustainability strategy. |
2023 Integrated Annual Report, Materiality Assesment; Our Stakeholder Relations, p.27,29 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pdf |
|
| D2 | The social responsibility projects, awareness activities and trainings have been carried out to raise awareness about sustainability and its importance. |
X | The studies carried out were shared with the public within the 2023 Integrated Annual Report and in the Corporate Social Responsibility section on the corporate website. |
2023 Integrated Annual Report, Social Investments and Community Contributions, Stakeholder Relations p.76 -85 https://www.ttyatirimciiliskile ri.com.tr/media/dgybz00h/tu rk -telekom -2023 -integrated - annual -report.pd f https://www.ttyatirimciiliskile ri.com.tr/en -us/socially - responsible - investing/pages/corporate - social -responsibility |
I have been nominated for the vacant independent board membership of Türk Telekomünikasyon A.Ş. ("The Company"). Pursuant to Corporate Governance Principles attached to the Communiqué No: II-17.1 on the Corporate Governance; I declare that;
• A relationship of an executive position with important duties and responsibilities has not been established by me, my spouse or up to third degree relatives by blood or marriage within the last five years and I do not jointly or separately hold more than 5% of capital or voting right or privileged share or have significant commercial relationship, with Türk Telekomünikasyon A.Ş., associations that Türk Telekomünikasyon A.Ş. holds management control or has significant effect on, and shareholders that hold Türk Telekomünikasyon A.Ş.'s management control or have significant effect on Türk Telekomünikasyon A.Ş. and entities whose management control held by these shareholders.
• I have not worked in a management position undertaking important duty and responsibilities for firms, particularly audit (including tax audit, legal audit and internal audit), rating and consultancy firms, firms that Türk Telekomünikasyon A.Ş. purchases or sells goods or services considerably, in the period that goods and services are purchased or sold, and also have not been appointed as board member to those firms within the last five years.
• I have necessary educational background, information and experience for fulfilling independent board member duties.
• Pursuant to Income Tax Law No.193 dated by 31.12.1960, I am a resident in Türkiye.
• I have the ethical standards, reputation and experience enabling them to contribute to activities of the Company, protect their impartiality with regard to conflict of interest that may arise among shareholders, make independent decisions by taking into account the rights of stakeholders.
• I have time to follow the requirements of the business activities of Türk Telekomünikasyon A.Ş. and to precisely perform the tasks I have undertaken.
• I do not serve as an independent board member in more than three of the Türk Telekomünikasyon A.Ş.'s or the companies whose management control held by shareholders that hold Türk Telekomünikasyon A.Ş.'s management control and also in total more than five of publicly traded companies.
• I am not registered and announced on behalf of the legal entity elected as Board Member
I have been nominated for the vacant independent board membership of Türk Telekomünikasyon A.Ş. ("The Company"). Pursuant to Corporate Governance Principles attached to the Communiqué No: II-17.1 on the Corporate Governance; I declare that;
• A relationship of an executive position with important duties and responsibilities has not been established by me, my spouse or up to third degree relatives by blood or marriage within the last five years and I do not jointly or separately hold more than 5% of capital or voting right or privileged share or have significant commercial relationship, with Türk Telekomünikasyon A.Ş., associations that Türk Telekomünikasyon A.Ş. holds management control or has significant effect on, and shareholders that hold Türk Telekomünikasyon A.Ş.'s management control or have significant effect on Türk Telekomünikasyon A.Ş. and entities whose management control held by these shareholders.
• I have not worked in a management position undertaking important duty and responsibilities for firms, particularly audit (including tax audit, legal audit and internal audit), rating and consultancy firms, firms that Türk Telekomünikasyon A.Ş. purchases or sells goods or services considerably, in the period that goods and services are purchased or sold, and also have not been appointed as board member to those firms within the last five years.
• I have necessary educational background, information and experience for fulfilling independent board member duties.
• Pursuant to Income Tax Law No.193 dated by 31.12.1960, I am a resident in Türkiye.
• I have the ethical standards, reputation and experience enabling them to contribute to activities of the Company, protect their impartiality with regard to conflict of interest that may arise among shareholders, make independent decisions by taking into account the rights of stakeholders.
• I have time to follow the requirements of the business activities of Türk Telekomünikasyon A.Ş. and to precisely perform the tasks I have undertaken.
• I do not serve as an independent board member in more than three of the Türk Telekomünikasyon A.Ş.'s or the companies whose management control held by shareholders that hold Türk Telekomünikasyon A.Ş.'s Management control and also in total more than five of publicly traded companies.
• I am not registered and announced on behalf of the legal entity elected as Board Member.
I have been nominated for the vacant independent board membership of Türk Telekomünikasyon A.Ş. ("The Company"). Pursuant to Corporate Governance Principles attached to the Communiqué No: II-17.1 on the Corporate Governance; I declare that;
• A relationship of an executive position with important duties and responsibilities has not been established by me, my spouse or up to third degree relatives by blood or marriage within the last five years and I do not jointly or separately hold more than 5% of capital or voting right or privileged share or have significant commercial relationship, with Türk Telekomünikasyon A.Ş., associations that Türk Telekomünikasyon A.Ş. holds management control or has significant effect on, and shareholders that hold Türk Telekomünikasyon A.Ş.'s management control or have significant effect on Türk Telekomünikasyon A.Ş. and entities whose management control held by these shareholders.
• I have not worked in a management position undertaking important duty and responsibilities for firms, particularly audit (including tax audit, legal audit and internal audit), rating and consultancy firms, firms that Türk Telekomünikasyon A.Ş. purchases or sells goods or services considerably, in the period that goods and services are purchased or sold, and also have not been appointed as board member to those firms within the last five years.
• I have necessary educational background, information and experience for fulfilling independent board member duties.
• Pursuant to Income Tax Law No.193 dated by 31.12.1960, I am a resident in Türkiye.
• I have the ethical standards, reputation and experience enabling them to contribute to activities of the Company, protect their impartiality with regard to conflict of interest that may arise among shareholders, make independent decisions by taking into account the rights of stakeholders.
• I have time to follow the requirements of the business activities of Türk Telekomünikasyon A.Ş. and to precisely perform the tasks I have undertaken.
• I do not serve as an independent board member in more than three of the Türk Telekomünikasyon A.Ş.'s or the companies whose management control held by shareholders that hold Türk Telekomünikasyon A.Ş.'s Management control and also in total more than five of publicly traded companies.
• I am not registered and announced on behalf of the legal entity elected as Board Member.
FINANCIAL TABLES APPROVED BY THE BOARD OF DIRECTORS STATEMENT OF RESPONSIBILITY AS PER ARTICLE 9 OF THE CAPITAL MARKETS BOARD COMMUNIQUÉ NO: II-14.1
RESOLUTION DATED: 10.03.2025
We hereby state that:
We have reviewed the Consolidated Financial Tables of our Company for the accounting period ending on 31 December 2024.
According to information to which we have access as a part of our duties and responsibilities within the Company, the Consolidated Financial Tables do not contain any material inaccurate disclosures or any shortcomings which may prove to be misleading because of the date of disclosure.
According to information to which we have access as a part of our duties and responsibilities within the Company, the Consolidated Financial Tables, which have been prepared in accordance with the Capital Markets Board Communiqué No: II-14.1, faithfully reflect the assets, liabilities, financial standing and profits and losses of the Company.
Kind regards,
Audit Committee Chairman
Yiğit Bulut Selim Dursun Enver İskurt Audit Committee Member
Audit Committee Member
Board Member General Manager CEO
Ümit Önal Kaan Aktan Finance Assistant General Manager
We hereby state that:
a) We have reviewed the Board of Directors Annual Report for the January 1-December 31, 2023 which has been prepared in accordance with II.14.1. "Communiqué on Principles of Financial Reporting in Capital Markets" and have reviewed the "Corporate Governance Compliance Report" and the "Corporate Governance Information Form which have been prepared in accordance with the mandatory formats specified by the Capital Markets Board' (CMB) decision no: 2/49 on 10. January 2019 as per
II-17.1 "Communiqué on Corporate Governance"
b) Based on our knowledge within the scope of our duties and responsibilities in the Company, the Annual Report including explanations within the compliance framework of sustainability principles do not contain any misleading statements with regards to important matters or do not contain any shortcomings any missing information that would be interpreted as misleading as of the date of disclosure.
c) Based on our knowledge within the scope of our duties and responsibilities in the Company, the Annual Report faithfully reflects the development and performance of the business and the consolidated financial situation of the Company along with the risks and uncertainties that the Company is facing.
d) Based on our knowledge within the scope of our duties and responsibilities in the Company, the "Corporate Governance Compliance Report" and the "Corporate Governance Information Form" faithfully reflect the information provided in such reports
Audit Committee Chairman
Yiğit Bulut Selim Dursun Enver İskurt Audit Committee Member
Audit Committee Member
Board Member General Manager CEO
Ümit Önal Kaan Aktan Finance Assistant General Manager
We have audited the annual report of Türk Telekomünikasyon A.Ş. ("the Company) and its subsidiaries ("the Group") for the period of 1/1/2024-31/12/2024.
In our opinion, the consolidated financial information provided in the annual report of the Board of Directors and the discussions made by the Board of Directors on the situation of the Group are presented fairly and consistent, in all material respects, with the audited full set consolidated financial statements and the information we obtained during the audit.
We conducted our audit in accordance with standards on auditing as issued by the Capital Markets Board of Turkey and Independent Auditing Standards (InAS) which are part of the Turkish Auditing Standards as issued by the Public Oversight Accounting and Auditing Standards Authority of Turkey (POA). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Annual Report section of our report. We are independent of the Group in accordance with the Code of Ethics for Independent Auditors (Code of Ethics) as issued by the POA, and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We have expressed an unqualified opinion in our auditor's report dated 10 March 2025 on the full set consolidated financial statements of the Group for the period of 1/1/2024-31/12/2024.
In accordance with Articles 514 and 516 of the Turkish Commercial Code 6102 ("TCC") and the provisions of the Communiqué II-14.1 on the Principles of Financial Reporting In Capital Markets" ("the Communiqué") of the Capital Market Board ("CMB"), the management of the Group is responsible for the following items:
a) Preparation of the annual report within the first three months following the balance sheet date and submission of the annual report to the general assembly.
b) Preparation and fair presentation of the annual report; reflecting the operations of the Group for the year, along with its financial position in a correct, complete, straightforward, true and honest manner. In this report, the financial position is assessed according to the consolidated financial statements. The development of the Group and the potential risks to be encountered are also noted in the report. The evaluation of the board of directors is also included in this report.
c) The annual report also includes the matters below:
Subsequent events occurred after the end of the fiscal year which have significance,
The research and development activities of the Group,
Financial benefits such as salaries and bonuses paid to the board members and to those charged governance, allowances, travel, accommodation and representation expenses, financial aids and aids in kind, insurances and similar deposits.
When preparing the annual report, the board of directors takes into account the secondary legislative arrangements published by the Ministry of Trade and related institutions.
Our aim is to express an opinion, based on the independent audit we have performed on the annual report in accordance with provisions of the Turkish Commercial Code and the Communiqué, on whether the consolidated financial information provided in this annual report and the discussions of the Board of Directors are presented fairly and consistent with the Group's audited consolidated financial statements and to prepare a report including our opinion.
The independent audit we have performed is conducted in accordance with InAS and the standards on auditing as issued by the Capital Markets Board of Turkey. These standards require compliance with ethical provisions and the independent audit to be planned and performed to obtain reasonable assurance on whether the consolidated financial information provided in the annual report and the discussions of the Board of Directors are free from material misstatement and consistent with the consolidated financial statements.
The name of the engagement partner who supervised and concluded this audit is Zeynep Okuyan Özdemir.
Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi
A member firm of Ernst & Young Global Limited
Zeynep Okuyan Özdemir, SMMM Partner
10 March 2025
İstanbul, Türkiye
(Convenience translation of a report and consolidated financial statements originally issued in Turkish)
To the General Assembly of Türk Telekomünikasyon Anonim Şirketi
We have audited the consolidated financial statements of Türk Telekomünikasyon Anonim Şirketi (the company) and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2024, the consolidated statement of profit or loss, the consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2024, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with Turkish Financial Reporting Standards ("TFRSs").
We conducted our audit in accordance with standards on auditing issued by the Capital Markets Board of Turkey ("CMB") and Standards on Auditing which is a component of the Turkish Auditing Standards published by the Public Oversight Accounting and Auditing Standards Authority ("POA") ("Standards on Auditing issued by POA"). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We declare that we are independent of the Group in accordance with the Code of Ethics for Auditors issued by POA ("POA's Code of Ethics") and the ethical requirements in the regulations issued by POA that are relevant to audit of financial statements, and we have fulfilled our other ethical responsibilities in accordance with the POA's Code of Ethics and regulations. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Refer to Note 2.3 and Note 2.4 to the consolidated financial statements for summary of significant accounting policies and significant accounting estimates and assumptions for revenue recognition.
| The key audit matter | How the matter was addressed in our |
|---|---|
| As presented in note 26,the Group's revenue is primarily generated from fixed-line telecommunication services, mobile telecommunication services, sales of equipment and TV |
audit We have performed the following audit procedures for the key audit matter: - Assessing the appropriateness of the revenue recognition policy of the Group; |
| subscriptions. The accuracy of revenue recognized in the consolidated financial statements is an inherent industry risk, as the billing systems of telecommunication companies are complex, processes large volumes of data with a combination of different products and services billed during the year, through a number of different systems. Significant management judgment can be required in determination of the appropriate measurement and timing of recognition of different elements of revenue within bundled sales packages, which may include services and telecommunication products. We identified revenue recognition as a key audit matter, because of the accuracy and timing of revenue recognized by the IT billing systems given the complexity of the systems and the significance of volumes of data processed by the systems. |
- Performing Information Technologies ("IT") general controls on critical information systems that support business processes, with the assistance of our internal IT specialists; - Performing procedures to evaluate the completeness and accuracy of the end-to end data flow between billing, collection and general ledger records by examining key revenue processes; - Recalculation of customer invoices for significant revenue items on a sample basis. - Testing of critical reports on the revenue assurance system used by the company on a sample basis; - Testing material journal entries processed between the billing systems and the general ledger; - Substantive testing on a sample of non systematic adjustments which are outside of the normal billing process and therefore |
| carry higher levels of management judgment. - Performing analytical reviews and |
|
| correlation analyzes on revenue items. |
Please refer to Note 2.3 and Note 19 for land revaluation,
| The key audit matter | How the matter was addressed in our |
|---|---|
| The Group has decided to measure | Audit |
| certain property, plant and equipment | We have performed the following audit |
| according to TAS 16 revaluation model. | procedures for the key audit matter: |
| Estimates and assumptions used in the | |
| valuation has been considered as critical for our audit and therefore, land |
- We assessed the qualifications, |
| revaluation has been determined as a | competencies and independence of the |
| key audit matter. | professional appraisers engaged by the |
| management; | |
| As of 31 December 2024, the revalued | - In our audit, we assessed whether the |
| amount of the lands in the consolidated | valuation methods as applied by appraisers are acceptable for valuation of |
| financial statements is TL 36.659.845 | the underlying lands; |
| thousand, and due to the change in fair | - Among the other audit procedures we |
| value, TL 7.189.197 thousand gains on | performed, we verified the assumptions |
| revaluation of property, plant and equipment has been accounted for |
used by the external appraisers in their |
| under equity. | valuations. For this assessment within our |
| audit work, we involved valuation experts | |
| In this context, the lands have been | of a firm which is in our audit network; |
| revalued with their fair values reflecting | - We also examined the suitability of the |
| the market conditions as of 31 December | information in the financial statements and explanatory note, given the |
| 2024, in line with the valuation reports | importance of this information for users |
| received from licensed real estate |
of the financial statements. |
| appraisal companies within the scope of | |
| the CMB regulations. | |
Refer to Note 2.3, Note 2.4 and Note 11 to the consolidated financial statements for summary of significant accounting policies and significant accounting assessments, estimates and assumptions for valuation of deferred tax assets.
| The key audit matter | How the matter was addressed in our |
|---|---|
| The Group has recognized deferred tax | audit |
| assets for deductible temporary differences and unused tax losses, |
We have performed the following audit procedures for the key audit matter: |
| which are considered as recoverable. The recoverability of recognized deferred tax assets is dependent on the Group's ability to generate future taxable profits sufficient to utilize deductible temporary differences and tax losses (before latter expire). We have determined this to be a key |
- Assessing and challenging the assumptions and judgments exercised by management in respect of the forecasts of future taxable profits by analyzing the assumptions adopted by management; - Considering the historical accuracy of forecasts of future taxable profits made by management by comparing the actual |
| audit matter, due to the inherent uncertainty in forecasting the amount and timing of future taxable profits and the reversal of temporary differences. Significant judgment is required in relation to the recognition and |
taxable profits for the current year with management's estimates in the forecasts made in the previous year and assessing whether there were any indicators of management bias in the selection of key assumptions; |
| recoverability of deferred tax assets. | - Considering the impact of recent regulatory developments, where applicable and relevant; |
| - Reconciling tax losses and expiry dates to tax statements; and |
|
| - Assessing whether the Group's disclosures in the consolidated financial statements of the application of judgment in estimating recognized and unrecognized deferred tax asset balances appropriately reflect the Group's deferred tax position with reference to the requirements of the TFRSs. |
Please refer to Note 2.3 and Note 15 for derivative financial instruments ,
| The key audit matter | How the matter was addressed in our |
|---|---|
| As stated in Note 2.1 to the consolidated financial statements, the Group has started to apply "TAS 29 Financial Reporting in Hyperinflation Economies" since the functional currency of the |
audit Our audit procedures included the following; - We inquired management responsible |
| Group (Turkish Lira) is the currency of a hyperinflationary economy as per TAS 29 as of December 31, 2024. |
for financial reporting on the principles, which they have considered during the application of TAS 29, identification of non-monetary accounts and tested TAS |
| In accordance with TAS 29, consolidated financial statements and corresponding figures for previous periods have been restated for the changes in the general purchasing power of Turkish Lira and, as a result, are expressed in terms of |
29 models designed, - We have tested the inputs and indices used, to ensure completeness and accuracy of the calculations, - We have audited the restatements of corresponding figures as required by |
| purchasing power of Turkish Lira as of the reporting date. |
TAS 29, - We assessed the adequacy of the disclosures in inflation adjusted |
| In accordance with the guidance in TAS 29, the Group utilised the Turkey consumer price indices to prepare inflation adjusted financial statements. The principles applied for inflation adjustment is explained in Note 2.1. |
financial statements for compliance with TAS 29. |
| Given the significance of the impact of TAS 29 on the reported result and financial position of the Group, we have assessed the hyperinflation accounting as a key audit matter. |
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with TFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group's financial reporting process.
In an independent audit, our responsibilities as the auditors are:
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with standards on auditing as issued by the Capital Markets Board of Turkey and InAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with standards on auditing as issued by the Capital Markets Board of Turkey and InAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
1) Auditors' report on Risk Management System and Committee prepared in accordance with paragraph 4 of Article 398 of Turkish Commercial Code ("TCC") 6102 is submitted to the Board of Directors of the Company on March 10, 2025.
2) In accordance with paragraph 4 of Article 402 of the TCC, no significant matter has come to our attention that causes us to believe that the Company's bookkeeping activities for the period 1 January - 31 December 2024 and financial statements are not in compliance with laws and provisions of the Company's articles of association in relation to financial reporting.
3) In accordance with paragraph 4 of Article 402 of the TCC, the Board of Directors submitted to us the necessary explanations and provided required documents within the context of audit.
The name of the engagement partner who supervised and concluded this audit is Zeynep Okuyan Özdemir.
Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi
A member firm of Ernst & Young Global Limited
Zeynep Okuyan Özdemir, SMMM Partner
March 10, 2025 İstanbul, Türkiye Consolidated Financial Statements, Independent Auditor's Report and Footnotes
31 December 2024 Consolidated Financial Statements And Independent Auditor's Report
10 March 2025
This report contains 9 pages of "Independent Auditor's Report" and 114 pages of financial statements and explanatory notes.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Table of contents | Page | |
|---|---|---|
| Consolidated statement of financial position | 1-3 | |
| Consolidated statement of profit or loss | 4 | |
| Consolidated statement of other comprehensive income | 5 | |
| Consolidated statement of changes in equity | 6 | |
| Consolidated statement of cash flows | 7-8 | |
| Notes to the consolidated financial statements | ||
| Note 1 | Reporting entity | 9-12 |
| Note 2 | Basis of presentation of financial statements | 12-47 |
| Note 3 | Segment reporting | 47-49 |
| Note 4 | Cash and cash equivalents | 50 |
| Note 5 | Financial liabilities | 51-54 |
| Note 6 | Trade receivables from and payables to third parties | 55-56 |
| Note 7 | Right of use assets | 57 |
| Note 8 | Due from and due to related parties | 57-60 |
| Note 9 | Other receivables and payables | 61-62 |
| Note 10 | Inventories | 62 |
| Note 11 | Deferred tax assets and liabilities | 62-64 |
| Note 12 | Other current assets, other liabilities and employee benefit obligations | 64 |
| Note 13 | Prepaid expenses and deferred revenues | 65 |
| Note 14 | Financial investments | 66 |
| Note 15 | Derivative financial instruments | 66-71 |
| Note 16 | Goodwill | 71-72 |
| Note 17 | Assets held for sale | 72 |
| Note 18 | Investment property | 72 |
| Note 19 | Property, plant and equipment | 73-75 |
| Note 20 | Intangible assets | 76-78 |
| Note 21 | Provisions | 79-82 |
| Note 22 | Paid in capital, reserves and retained earnings | 82-86 |
| Note 23 | Commitments and contingencies | 86-100 |
| Note 24 | Supplementary cash flow information | 101 |
| Note 25 | Subsequent events | 101 |
| Note 26 | Revenue | 101 |
| Note 27 | Operating expenses | 102 |
| Note 28 | Expenses by nature | 102 |
| Note 29 | Other operating income / (expense) | 103 |
| Note 30 | Income / (expense) from investing activities | 103 |
| Note 31 | Financial income / (expense) | 104 |
| Note 32 | Explanations regarding net monetary position gains / (losses) | 105 |
| Note 33 | Taxation | 105-107 |
| Note 34 | Financial risk management objectives and policies | 108-114 |
| Note 35 | Independent audit fees and other fees related services received from independent audit firm | 114 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Current period | Prior period | ||
|---|---|---|---|
| Audited | Audited | ||
| Notes | 31 December 2024 | 31 December 2023 | |
| Assets | |||
| Total current assets | 59.471.144 | 69.645.096 | |
| Cash and cash equivalents | 4 | 7.532.247 | 19.622.532 |
| Financial investments | 14 | 10.538.921 | 11.302.376 |
| Trade receivables | |||
| - Trade receivables due from related parties | 8 | 1.142.227 | 910.311 |
| - Trade receivables due from unrelated parties | 6 | 20.715.332 | 18.352.475 |
| Receivables from finance sector activities | |||
| - Receivables from finance sector activities due from unrelated parties | 127.727 | 55.483 | |
| Other receivables | |||
| - Other receivables due from related parties | 41 | − | |
| - Other receivables due from unrelated parties | 9 | 2.867.439 | 376.918 |
| Contract assets | |||
| - Contract assets from sale of goods and service contracts | 6 | 7.606.069 | 5.142.479 |
| Derivative financial assets | |||
| - Derivative financial assets held for trading | 15 | 131.338 | 634.604 |
| - Derivative financial assets held for hedging | 15 | 1.045.096 | 5.972.622 |
| Inventories | 10 | 2.746.982 | 1.911.188 |
| Prepayments | |||
| - Prepayments to unrelated parties | 13 | 1.221.456 | 1.594.544 |
| Current tax assets | 160.742 | 253.002 | |
| Other current assets | |||
| - Other current assets due from unrelated parties | 12 | 2.973.356 | 2.854.391 |
| Subtotal | 58.808.973 | 68.982.925 | |
| Non-current assets classified as held for sale | 17 | 662.171 | 662.171 |
| Total non-current assets | 210.785.754 | 211.490.516 | |
| Financial investments | |||
| - Financial investments | 14 | 401.643 | 252.539 |
| Trade receivables | |||
| - Trade receivables due from unrelated parties | 6 | 60.952 | 351.598 |
| Receivables from finance sector activities | |||
| - Receivables from finance sector activities due from unrelated parties | 130.052 | − | |
| Other receivables | |||
| - Other receivables due from unrelated parties | 9 | 151.001 | 113.378 |
| Contract assets | |||
| - Contract assets from sale of goods and service contracts | 6 | 51.493 | 31.508 |
| Right of use assets | 7 | 8.850.798 | 8.060.930 |
| Investment property | 18 | 145.673 | 147.597 |
| Property, plant and equipment | |||
| - Land and premises | 19 | 36.659.845 | 38.408.488 |
| - Buildings | 19 | 4.341.389 | 3.918.145 |
| - Machinery and equipments | 19 | 58.647.409 | 59.363.623 |
| - Other property, plant and equipment | 19 | 13.966.292 | 8.020.188 |
| Intangible assets | |||
| - Goodwill | 16 | 702.525 | 702.525 |
| - Rights regarding concession agreements | 20 | 35.891.567 | 32.555.751 |
| - Concession agreements assets | 20 | 4.357.717 | 3.954.656 |
| - Licences | 20 | 13.027.948 | 16.836.209 |
| - Other intangible assets | 20 | 30.212.915 | 25.864.247 |
| Prepayments | |||
| - Prepayments to unrelated parties | 13 | 151.940 | 207.712 |
| Deferred tax asset | 11 | 3.034.531 | 12.701.255 |
| Other non-current assets | |||
| - Other non-current assets due from unrelated parties | 64 | 167 | |
| Total assets | 270.256.898 | 281.135.612 |
The accompanying notes form an integral part of these consolidated financial statements.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Current period | Prior period | ||
|---|---|---|---|
| Audited | Audited | ||
| Notes | 31 December 2024 | 31 December 2023 | |
| Liabilities | |||
| Total current liabilities | 64.595.416 | 81.682.276 | |
| Financial liabilities | |||
| Financial liabilities from related parties | |||
| - Bank loans | 5,8 | 623.750 | 3.522.000 |
| Financial liabilities from unrelated parties | |||
| - Bank loans | 5 | 11.058.243 | 11.774.363 |
| - Lease liabilities | 5 | 74.029 | 196.039 |
| - Issued debt instruments | 5 | 267.813 | 3.840.377 |
| Current portion of long term financial liabilities | |||
| Current portion of long term financial liabilities from unrelated parties | |||
| - Bank loans | 5 | 6.336.238 | 7.877.236 |
| - Lease liabilities | 5 | 1.518.776 | 1.073.191 |
| - Issued debt instruments | 5 | 6.743.199 | 19.908.562 |
| Trade payables | |||
| - Trade payables to related parties | 8 | 120.806 | 301.405 |
| - Trade payables to unrelated parties | 6 | 21.801.884 | 20.054.627 |
| Payables from finance sector activities | |||
| - Receivables from finance sector activities due from unrelated parties | 37.933 | − | |
| Employee benefit obligations | 12 | 2.028.574 | 2.205.468 |
| Other payables | |||
| - Other payables to unrelated parties | 9 | 5.764.134 | 4.668.307 |
| Derivative financial liabilities | |||
| - Derivative financial liabilities held for trading | 15 | 668.101 | 169.535 |
| - Derivative financial liabilities held for hedging | 15 | − | 30 |
| Contract liabilities | |||
| - Contract liabilities from sale of goods and service contracts | 13 | 3.553.215 | 3.049.776 |
| Current tax liabilities | 33 | 465.749 | 25.220 |
| Current provisions | |||
| - Current provisions for employee benefits | 21 | 2.556.395 | 1.830.591 |
| - Other current provisions | 21 | 256.428 | 486.194 |
| Other current liabilities | |||
| - Other current liabilities to unrelated parties | 12 | 720.149 | 699.355 |
| Total non-current liabilities | 59.569.909 | 57.543.135 | |
| Long term financial liabilities | |||
| Long term financial liabilities from unrelated parties | |||
| - Bank loans | 5 | 23.784.680 | 25.208.259 |
| - Lease liabilities | 5 | 2.566.381 | 1.447.576 |
| - Issued debt instruments | 5 | 17.554.458 | 20.268.347 |
| Other payables | |||
| - Other payables to unrelated parties | 9 | 159.629 | 138.491 |
| Contract liabilities | |||
| - Contract liabilities from sale of goods and service contracts | 13 | 2.961.397 | 4.280.373 |
| Non-current provisions | |||
| - Non-current provisions for employee benefits | 21 | 7.195.556 | 5.857.890 |
| - Other non-current provisions | 21 | 10.627 | 15.345 |
| Deferred tax liabilities | 11 | 5.337.181 | 326.854 |
| Total liabilities | 124.165.325 | 139.225.411 |
The accompanying notes form an integral part of these consolidated financial statements.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Current period | Prior period | ||
|---|---|---|---|
| Audited | Audited | ||
| Notes | 31 December 2024 | 31 December 2023 | |
| Equity | 146.091.573 | 141.910.201 | |
| Equity attributable to equity holders of the parent | |||
| Issued capital | 22 | 3.500.000 | 3.500.000 |
| Inflation adjustments on capital | 22 | 73.368.951 | 73.368.951 |
| Repurchased shares (-) | (21.069) | (21.069) | |
| Other accumulated comprehensive income / (loss) that will not be | |||
| reclassified in profit or loss | |||
| Gains / (losses) on revaluation and remeasurement | |||
| - Losses on remeasurements of defined benefit plans | 22 | (5.435.697) | (3.799.478) |
| - Increases on revaluation of property, plant and equipment | 22 | 7.189.197 | 8.375.319 |
| Gains due to change in fair value of financial liability attributable to change | |||
| in credit risk of liability | 22 | − | 40.113 |
| Other accumulated comprehensive income / (loss) that will be reclassified in | |||
| profit or loss | |||
| Gains / (losses) on hedges | |||
| - Gains on cash flow hedges | 22 | 478.719 | 4.952.559 |
| - Losses on hedges of net investment in foreign operations | 22 | (8.631.309) | (8.051.977) |
| Change in value of time value of options | 22 | (217.412) | (11.238.496) |
| Exchange differences on translation | 22 | 2.947.208 | 4.653.667 |
| Restricted reserves appropriated from profits | 4.216.813 | 4.216.813 | |
| Retained earnings | 60.240.027 | 42.204.564 | |
| Profit for the year | 8.456.145 | 23.709.235 | |
| Total liabilities and equity | 270.256.898 | 281.135.612 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Current Period | Prior Period | ||
|---|---|---|---|
| Audited | Audited | ||
| 1 January - | 1 January - | ||
| Notes | 31 December 2024 | 31 December 2023 | |
| Revenue | 3, 26 | 161.650.927 | 144.645.378 |
| Cost of sales (-) | 28 | (102.203.929) | (113.071.596) |
| Gross profit | 59.446.998 | 31.573.782 | |
| General administrative expenses (-) | 27 | (19.767.093) | (18.800.762) |
| Marketing, sales and distribution expenses (-) | 27 | (14.688.372) | (14.991.034) |
| Research and development expenses (-) | 27 | (1.975.696) | (1.869.838) |
| Other operating income | 29 | 5.717.440 | 4.440.073 |
| Other operating expense (-) | 29 | (3.448.757) | (7.366.505) |
| Operating Profit / (loss) | 25.284.520 | (7.014.284) | |
| Impairment losses and reversals of impairment losses determined in | |||
| accordance with IFRS 9, net | (674.997) | (558.070) | |
| Investment activity income | 30 | 4.138.677 | 6.756.480 |
| Investment activity expenses (-) | 30 | (9.492) | (68.518) |
| Profit / (loss) before financing expense | 28.738.708 | (884.392) | |
| Finance income | 31 | 3.873.152 | 17.467.289 |
| Finance costs (-) | 31 | (31.355.825) | (45.658.149) |
| Monetary gain / (loss) | 32 | 23.398.708 | 34.027.782 |
| Profit before tax | 3 | 24.654.743 | 4.952.530 |
| Tax (expense) / income | |||
| - Current period tax expense | 33 | (855.645) | (392.315) |
| - Deferred tax income / (expense) | 11, 33 | (15.342.953) | 19.149.020 |
| Profit for the year | 8.456.145 | 23.709.235 | |
| Earnings per shares attributable to equity holders of the parent (in full Kuruş) |
22 | 2,4164 | 6,7741 |
| Earnings per diluted shares attributable to equity holders of the parent | |||
| (in full Kuruş) | 22 | 2,4164 | 6,7741 |
The accompanying notes form an integral part of these consolidated financial statements.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Current Period | Prior Period | ||
|---|---|---|---|
| Audited | Audited | ||
| 1 January - | 1 January - | ||
| Notes | 31 December 2024 | 31 December 2023 | |
| Profit for the period | 8.456.145 | 23.709.235 | |
| Other comprehensive income / (loss) : | |||
| Other comprehensive income that will not be reclassified to profit or loss | (2.640.175) | 1.541.802 | |
| Gain from revaluation of property, plant and equipments, net | 19 | (1.459.843) | 4.821.243 |
| Losses on remeasurements of defined benefit plans | 21 | (2.181.626) | (2.254.459) |
| Change in fair value of financial liability attributable to change in credit risk of | 242.888 | (257.492) | |
| liability | |||
| Tax effect of other comprehensive income items not to be reclassified to profit | |||
| or loss | |||
| -Tax effect of revaluation of property, plant and equipment | 273.721 | (1.384.081) | |
| -Taxes relating to remeasurements of defined benefit plans | 545.407 | 552.218 | |
| -Taxes relating to change in fair value of financial liability attributable to | |||
| change in credit risk of liability | (60.722) | 64.373 | |
| Other comprehensive income that will be reclassified to profit or loss | (1.634.598) | 37.502 | |
| Exchange differences on translation | (1.706.459) | 65.219 | |
| (Losses) on cash flow hedges | (1.803.632) | (269.466) | |
| (Losses) on hedges of net investments in foreign operations | (772.443) | (3.115.590) | |
| Gains on change in value of time value of options | 2.671.889 | 3.348.103 | |
| Tax effect on other comprehensive income items to be reclassified to profit or | |||
| loss | |||
| -Taxes relating to cash flow hedges | 450.908 | 67.366 | |
| -Taxes relating to gains on hedges of net investments in foreign operations | 193.111 | 778.897 | |
| -Taxes relating to change in value of time value of options of other | |||
| comprehensive (loss) | (667.972) | (837.027) | |
| Other comprehensive income / (loss) | (4.274.773) | 1.579.304 | |
| Total comprehensive income | 4.181.372 | 25.288.539 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Other accumulated comprehensive income / (loss) that will not be reclassified in profit or loss |
Other accumulated comprehensive income / (loss) that will be reclassified in profit or loss |
Retained earnings / (losses) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Issued capital |
Inflation adjustments on capital |
Repurchased shares (-) |
Increases on revaluation of property, plant and equipment |
Losses on remeasurements of defined benefit plans |
Gains / (losses) on revaluation and remeasurement Gains / (losses) due to change in fair value of financial liability attributable to change in credit risk of liability |
Gains / (losses) on hedge Losses on hedges of net investment in foreign operations |
Gains / (losses) on cash flow hedges |
Change in value of time value of options |
Exchange differences on translation |
Restricted reserves appropriated from profits |
Retained Earnings |
Profit for the year |
Total equity | |
| Balance at 1 January 2023 | 3.500.000 | 73.368.951 | − | 4.938.157 | (2.097.237) | 233.232 | (5.715.284) | 5.154.659 | (13.749.572) | 4.588.448 | 3.925.483 32.519.945 | 9.975.949 | 116.642.731 | |
| Transfers Total comprehensive income Profit for the period Other comprehensive income Increase / (decrease) due to share repurchased transactions |
− − − − − |
− − − − − |
− − − − (21.069) |
− 3.437.162 − 3.437.162 − |
− (1.702.241) − (1.702.241) − |
− (193.119) − (193.119) − |
− (2.336.693) − (2.336.693) − |
− (202.100) − (202.100) − |
− 2.511.076 − 2.511.076 − |
− 65.219 − 65.219 − |
270.261 − − − 21.069 |
9.705.688 − − − (21.069) |
(9.975.949) 23.709.235 23.709.235 − − |
− 25.288.539 23.709.235 1.579.304 (21.069) |
| Balance at 31 December 2023 | 3.500.000 | 73.368.951 | (21.069) | 8.375.319 | (3.799.478) | 40.113 | (8.051.977) | 4.952.559 | (11.238.496) | 4.653.667 | 4.216.813 42.204.564 | 23.709.235 | 141.910.201 | |
| Balance at 1 January 2024 | 3.500.000 | 73.368.951 | (21.069) | 8.375.319 | (3.799.478) | 40.113 | (8.051.977) | 4.952.559 | (11.238.496) | 4.653.667 | 4.216.813 42.204.564 | 23.709.235 | 141.910.201 | |
| Transfers Total comprehensive income Profit for the period Other comprehensive income Increase / (decrease) due to other |
− − − − |
− − − − |
− − − − |
− (1.186.122) − (1.186.122) |
− (1.636.219) − (1.636.219) |
− 182.166 − 182.166 |
− − |
− (579.332) (1.352.724) − (579.332) (1.352.724) |
− − |
− 2.003.917 (1.706.459) − 2.003.917 (1.706.459) |
− -- − − |
23.709.235 -- − − |
(23.709.235) 8.456.145 8.456.145 − |
− 4.181.372 8.456.145 (4.274.773) |
| changes (*) | − | − | − | − | − | (222.279) | − (3.121.116) | 9.017.167 | − | − (5.673.772) | − | − | ||
| Balance at 31 December 2024 | 3.500.000 | 73.368.951 | (21.069) | 7.189.197 | (5.435.697) | − | (8.631.309) | 478.719 | (217.412) | 2.947.208 | 4.216.813 60.240.027 | 8.456.145 | 146.091.573 |
(*) Differences between the transactions reflected in the profit or loss statement based on nominal amounts and the amounts carried in the funds and valued on the basis of purchasing power are transferred to previous years' profits or losses at the end of maturity.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Current Period | Prior Period | ||
|---|---|---|---|
| Audited | Audited | ||
| 1 January - | 1 January - | ||
| Notes | 31 December 2024 | 31 December 2023 | |
| Net profit for the period: | 8.456.145 | 23.709.235 | |
| Adjustments to reconcile profit: | |||
| Adjustments for depreciation and amortisation expense | 28 | 36.020.114 | 51.221.356 |
| Adjustments for impairment loss / (reversal of impairment loss) | |||
| - Adjustments for impairment loss of receivables | 749.696 | 592.159 | |
| - Adjustments for impairment loss of inventories | 445 | (2.644) | |
| - Adjustments for impairment loss of property, plant and equipment | 28 | 384.150 | 15.759 |
| - Other adjustments for impairment loss (reversal of impairment loss) | (33.212) | (34.091) | |
| Adjustments for provisions | |||
| - Adjustments for (reversal of) provisions related with employee benefits | 21 | 5.304.545 | 4.532.975 |
| - Adjustments for (reversal of) lawsuit and/or penalty provisions | 21 | 123.650 | 393.071 |
| Adjustments for interest expenses and income | |||
| - Adjustments for interest income | 29,31 | (3.592.363) | (3.445.921) |
| - Adjustments for interest expense | 31 | 11.050.389 | 9.827.596 |
| - Deferred financial expenses from credit purchases | 31.496 | 482.419 | |
| Adjustments for unrealised foreign exchange losses | 18.384.806 | 25.797.325 | |
| Adjustments for fair value losses / (gains) | |||
| - Adjustments for fair value gains on derivative financial instruments | 599.345 | 979.461 | |
| - Adjustments for fair value gains of issued financial instruments | 31 | 373.374 | 391.629 |
| - Adjustments for fair value losses of financial assets | 30 | (3.611.838) | (5.841.643) |
| Adjustments for tax income / (expense) | 33 | 16.198.598 | (18.756.705) |
| Adjustments for losses on disposal of tangible assets | |||
| - Adjustments for gains arises from sale of tangible assets | 30 | (477.881) | (716.513) |
| Adjustments for losses arising from the disposal of subsidiaries and financial investments or | |||
| changes in their shares | 30 | (39.466) | (129.806) |
| Other adjustments for which cash effects are investing or financing cash flow | 1.217.477 | 604.134 | |
| Monetary loss | (25.548.701) | (34.693.968) | |
| Other adjustments for non-cash items | (3.318.546) | (1.155.862) | |
| Operating profit before working capital changes | 62.272.223 | 53.769.966 | |
| Changes in working capital: | |||
| Adjustments for (increase) / decrease in trade receivables | |||
| - (Increase) / decrease in trade receivables from related parties | 207.301 | (691.992) | |
| - Decrease in trade receivables from unrelated parties | (4.251.092) | (4.299.895) | |
| Adjustments for decrease / (increase) in inventories | (836.239) | 107.914 | |
| Decrease in receivables and payables from financial sector activities, net | (34.311) | − | |
| Adjustments for increase / (decrease) in trade payable | |||
| - (Decrease) / increase in trade payables to related parties | (110.819) | 332.828 | |
| - Increase / (decrease) in trade payables to unrelated parties | 31.978 | (2.496.113) | |
| Adjustments for (increase) / decrease in other receivables related with operations | |||
| - (Increase) / decrease in other unrelated party receivables related with operations | 428.264 | (1.076.142) | |
| Adjustments for (decrease) / increase in other operating payables related with operations | |||
| - (Decrease) / increase in other payables related with operations to unrelated parties | (712.507) | 222.011 | |
| Cash flow from operations: | |||
| Interest received | 713.187 | 447.132 | |
| Payments related with provisions for employee benefits | 21 | (2.665.953) | (3.219.444) |
| Payments related with other provisions | 21 | (197.028) | (153.635) |
| Income taxes paid | (367.626) | (529.463) | |
| Other outflows of cash | (62.637) | (292.470) | |
| Net cash generated from operating activities | 54.414.741 | 42.120.697 |
The accompanying notes form an integral part of these consolidated financial statements.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Current Period | Prior Period | ||
|---|---|---|---|
| Audited | Audited | ||
| 1 January - | 1 January - | ||
| Notes | 31 December 2024 | 31 December 2023 | |
| Cash flows used in investing activities: | |||
| Cash outflows resulting from payment receipt or capital increase of subsidiaries and | |||
| partnership | (109.637) | (180.905) | |
| Proceeds from sale of property, plant, equipment and intangible assets | |||
| - Proceeds from sales of property, plant and equipment | 19,20 | 637.689 | 908.710 |
| Purchases of property, plant, equipment and intangible assets | |||
| - Purchase of property, plant and equipment | (22.439.833) | (18.009.382) | |
| - Purchase of intangible assets | (17.837.633) | (19.101.424) | |
| Cash outflows arising from acquisition of shares or debt instruments of other businesses or | |||
| funds | (11.658.634) | (17.390.300) | |
| Cash inflows arising from acquisition of shares or debt instruments of other businesses or | |||
| funds | 12.142.100 | 17.642.013 | |
| Net cash used in investing activities | (39.265.948) | (36.131.288) | |
| Cash flows from financing activities: | |||
| Proceed from borrowings | |||
| - Proceeds from loans | 24 | 31.534.742 | 47.609.817 |
| - Cash inflows from issued debt instruments | 24 | 19.170.272 | 6.421.709 |
| Repayments of borrowings | |||
| - Loan repayments | 24 | (28.616.758) | (42.846.983) |
| - Payment of issued of debt instruments | 24 | (31.478.003) | (5.118.484) |
| Payments of lease liabilities, net | 24 | (4.557.584) | (3.337.241) |
| Cash inflows / (outflows) from derivative instruments, net | 24 | (3.792.554) | 12.534.989 |
| Interest paid | (7.604.248) | (6.936.544) | |
| Interest received | 31 | 2.879.176 | 2.998.789 |
| Cash outflows from the business' own acquisition of shares | − | (21.069) | |
| Other cash (outflows) / inflows | 1.374.164 | (1.579.587) | |
| Net cash used in financing activities | (21.090.793) | 9.725.396 | |
| NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS BEFORE | |||
| CURRENCY TRANSLATION DIFFERENCES | (5.942.000) | 15.714.805 | |
| IMPACT OF MONETARY GAIN/LOSS ON CASH AND CASH EQUIVALENTS | (4.211.171) | (9.418.810) | |
| IMPACT OF FOREIGN CURRENCY TRANSLATION DIFFERENCES ON CASH AND | |||
| CASH EQUIVALENTS | 1.116.549 | 720.937 | |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 15.229.800 | 8.212.868 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 4 | 6.193.178 | 15.229.800 |
The accompanying notes form an integral part of these consolidated financial statements.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Türk Telekomünikasyon Anonim Şirketi ("Türk Telekom" or "the Company") is a joint stock company incorporated in Turkey. The Company has its history in the Posthane-i Amirane (Department of Post Office) which was originally established as a Ministry on 23 October 1840. On 4 February 1924, under the Telephone and Telegraph, the authorization to install and operate telephone networks throughout Turkey was given to the General Directorate of Post, Telegraph and Telephone ("PTT"). The Company was founded on 24 April 1995 as a result of the split of the telecommunication and postal services formerly carried out by the PTT. All of the personnel, assets and obligations of the PTT pertaining to telecommunication services were transferred to the Company, the shares of which were fully owned by the Republic of Turkey Ministry of Treasury and Finance ("the Treasury").
On 24 August 2005, Oger Telekomünikasyon A.Ş. ("OTAŞ"), entered into a Share Sale Agreement with the Turkey's Privatization Authority for the purchase of a 55% stake in the Company. A Shareholders Agreement and a Share Pledge Agreement for the block sale of the Company were signed on 14 November 2005 and then after, OTAŞ became the parent company of the Company.
Out of TL 3.500.000 nominal amount of capital, 15% of the Company's shares owned by the Treasury corresponding to a nominal amount of TL 525.000 have been issued to the public through an initial public offering with the permission of Directorate of Istanbul Stock Exchange on 15 May
As per the regulatory disclosure made by Türk Telekom on 15 August 2018, within the scope of the process, which is carried out in relation to takeover of OTAŞ's 55% shares in our Company, Türk Telekom, by a special purpose vehicle ("SPV"), which the creditor banks of OTAŞ will be shareholders, a notification was made to our company by some of the creditor banks.
The SPV mentioned in the said statements, LYY Telekomünikasyon A.Ş. ("LYY") has informed the Company that in accordance with Article 198 of the Turkish Commercial Code, all of the Group A shares, which constitute 55% of the Company's capital, have been transferred to LYY as of 21 December 2018. Based on this notification, LYY has been registered as a shareholder in the Company's share book pursuant to Article 499 of the Turkish Commercial Code.
In the material event statement dated 10 March 2022 made by the company, LYY Telekomünikasyon A.Ş. (LYY), 55% owned by Türk Telekomünikasyon A.Ş. (Türk Telekom) share to the Turkey Wealth Fund (TWF), a share transfer agreement was signed between the parties, after the necessary approvals were obtained and the closing conditions were fulfilled, in the material event statement dated 31 March 2022, the transfer of the shares was completed, after the transfer, on 31 March 2022. It has been reported that the Turkish Wealth Fund (TWF) is the largest shareholder of Türk Telekom with 61,68% shareholding as of date.
Following the signing of the share transfer agreement stated in the aforementioned explanations, the Company was informed that as of 31 December 2023, all of the A Group shares, which constitute 55% of the Company's capital, were transferred to TWF in accordance with Article 198 of the Turkish Commercial Code. Based on this notification, TWF was registered as a new shareholder in the Company's share book in accordance with Article 499 of the Turkish Commercial Code.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
As at 31 December 2024, the parent company and controlling party of the Company is Turkish Wealth Fund.
A concession agreement ("the Concession Agreement") was signed by the Company and Turkish Telecommunication Authority (now named the Information and Communication Technologies Authority ("ICTA") as at 14 November 2005. The Concession Agreement covers the provision of all kinds of telecommunication services, establishment of necessary telecommunications facilities and the use of such facilities by other licensed operators and the marketing and supply of telecommunication services for 25 years starting from 28 February 2001. The Concession Agreement will terminate on 28 February 2026 and in the conditions where the Concession Agreement is expired or not renewed, the Company shall transfer all equipment that affects the operation of its systems in full working order and the real estates in its use where these equipment are deployed to the ICTA or to an institution designated by the ICTA.
The Concession Agreement will expire at the end of its time period. However, the Company may apply to the ICTA and request for extension thereof no later than 1 year prior to the expiry of the duration of the Concession Agreement. The ICTA may decide to renew the Concession Agreement at the latest before 180 days of the date of expiration taking into account new conditions and within the scope of the legislation and the regulations of the ICTA. On 3 January 2023, the Company applied to the ICTA for the extension of the concession agreement for the execution of telecommunication services.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The details of the Company's subsidiaries as at 31 December 2024 and 31 December 2023 are as follows:
| Effective ownership of the | |||||
|---|---|---|---|---|---|
| Company (%) | |||||
| Name of Subsidiary | Place of incorporation and operation |
Principal activity | Functional Currency |
31 December 2024 |
31 December 2023 |
| TTNet Anonim Şirketi ("TTNet") | Turkey | Internet service provider | Turkish Lira | 100 | 100 |
| TT Mobil İletişim Hizmetleri A.Ş.("TT Mobil") | Turkey | GSM operator | Turkish Lira | 100 | 100 |
| Argela Yazılım ve Bilişim Teknolojileri Sanayi ve Ticaret | |||||
| Anonim Şirketi("Argela") | Turkey | Telecommunication solutions | Turkish Lira | 100 | 100 |
| Innova Bilişim Çözümleri Anonim Şirketi ("Innova") | Turkey | Telecommunication solutions | Turkish Lira | 100 | 100 |
| Assistt Rehberlik ve Müşteri Hizmetleri Anonim Şirketi | |||||
| ("AssisTT") | Turkey | Call center and customer relations | Turkish Lira | 100 | 100 |
| Sebit Eğitim ve Bilgi Teknolojileri A.Ş.("Sebit") NETSIA Inc. |
Turkey USA |
Web Based Learning Telecommunications solutions |
Turkish Lira U.S. Dollar |
100 100 |
100 100 |
| Sebit LLC. | USA | Web based learning | U.S. Dollar | 100 | 100 |
| TT International Holding B.V.("TT International") (*) | Netherlands | Holding company | Euro | 100 | 100 |
| Internet/data services, infrastructure | |||||
| Türk Telekom International AT GmbH (*) | Austria | and wholesale voice services provider | Euro | 100 | 100 |
| Internet/data services, infrastructure | |||||
| Türk Telekom International Hu Kft (TTINT Hungary)(*) | Hungary | and wholesale voice services provider | Euro | 100 | 100 |
| Internet/data services, infrastructure | |||||
| S.C. Euroweb Romania S.A.("TTINT Romania") (*) | Romania | and wholesale voice services provider | Euro | 100 | 100 |
| Türk Telekom International Bulgaria EODD ("TTINT | Internet/data services, infrastructure | ||||
| Bulgaria")(*) | Bulgaria | and wholesale voice services provider | Euro | 100 | 100 |
| Türk Telekom International CZ s.r.o ("TTINT Czech Republic") (*) |
Czech Republic | Internet/data services, infrastructure and wholesale voice services provider |
Euro | 100 | 100 |
| Internet/data services, infrastructure | |||||
| Türk Telekom International SRB d.o.o ("TTINT Serbia") (*) | Serbia | and wholesale voice services provider | Euro | 100 | 100 |
| Internet/data services, infrastructure | |||||
| TTINT Telekomunikacije d.o.o. ("TTINT Slovenia") (*) | Slovenia | and wholesale voice services provider | Euro | 100 | 100 |
| Internet/data services, infrastructure | |||||
| Türk Telekom International SK s.r.o ("TTINT Slovakia") (*) | Slovakia | and wholesale voice services provider | Euro | 100 | 100 |
| TT International Telekomünikasyon Sanayi ve Ticaret Limited | Internet/data services, infrastructure | ||||
| Şirketi ("TTINT Turkey") (*) | Turkey | and wholesale voice services provider | Euro | 100 | 100 |
| Internet/data services, infrastructure | |||||
| Türk Telekom International UA LLC ("TTINT Ukraine") (*) | Ukraine | and wholesale voice services provider | Euro | 100 | 100 |
| Internet/data services, infrastructure | |||||
| Türk Telekom International Italy S.R.L. (TTINT Italy) (*) | Italy | and wholesale voice services provider Internet/data services, infrastructure |
Euro | 100 | 100 |
| TTINT International MK DOOEL ("TTINT Macedonia") (*) | Macedonia | and wholesale voice services provider | Euro | 100 | 100 |
| Internet/data services, infrastructure | |||||
| Türk Telekom International RU LLC ("TTINT Russia") (*) | Russia | and wholesale voice services provider | Euro | 100 | 100 |
| Internet/data services, infrastructure | |||||
| Türk Telekom International d.o.o.(*) | Croatia | and wholesale voice services provider | Euro | 100 | 100 |
| Internet/data services, infrastructure | |||||
| Türk Telekom International HK Limited (*) | Hong Kong | and wholesale voice services provider | H.K. Dollar | 100 | 100 |
| Net Ekran TV ve Medya Hiz. A.Ş. ("Net Ekran") | Turkey | Television and radio broadcasting | Turkish Lira | 100 | 100 |
| TTES Elektrik Tedarik Satış A.Ş.("TTES") | Turkey | Electrical energy trading | Turkish Lira | 100 | 100 |
| TT Ödeme ve Elektronik Para Hizmetleri A.Ş | Turkey | Mobile finance | Turkish Lira | 100 | 100 |
| Net Ekran1 TV ve Medya Hiz. A.Ş. ("Net Ekran1") Net Ekran2 TV ve Medya Hiz. A.Ş. ("Net Ekran2") |
Turkey Turkey |
Television and radio broadcasting Television and radio broadcasting |
Turkish Lira Turkish Lira |
100 100 |
100 100 |
| Net Ekran3 TV ve Medya Hiz. A.Ş. ("Net Ekran3") | Turkey | Television and radio broadcasting | Turkish Lira | 100 | 100 |
| Net Ekran4 TV ve Medya Hiz. A.Ş. ("Net Ekran4") | Turkey | Television and radio broadcasting | Turkish Lira | 100 | 100 |
| Net Ekran6 TV ve Medya Hiz. A.Ş. ("Net Ekran6") | Turkey | Television and radio broadcasting | Turkish Lira | 100 | 100 |
| Net Ekran10 TV ve Medya Hiz. A.Ş. ("Net Ekran10") | Turkey | Television and radio broadcasting | Turkish Lira | 100 | 100 |
| Net Ekran11 TV ve Medya Hiz. A.Ş. ("Net Ekran11") | Turkey | Television and radio broadcasting | Turkish Lira | 100 | 100 |
| TT Satış ve Dağıtım Hizmetleri Anonim Şirketi | Turkey | Selling and distribution services | Turkish Lira | 100 | 100 |
| TT Ventures Proje Geliştirme A.Ş. | Turkey | Corporate venture capital | Turkish Lira | 100 | 100 |
| Provider of combined facilities support | |||||
| TT Destek Hizmetleri A.Ş. | Turkey | activities | Turkish Lira | 100 | 100 |
| Web portal and computer | |||||
| APPYAP Teknoloji ve Bilişim A.Ş. | Turkey | programming activities | Turkish Lira | 100 | 100 |
| TTG Finansal Teknolojiler A.Ş. | Turkey | Financial advisory services | Turkish Lira | 100 | 100 |
| Retail and wholesale trade of software | |||||
| TTG Ventures Marketing Inc. Assistt Holland B.V. |
USA Netherlands |
programs Call center activities |
U.S. Dollar Euro |
100 100 |
100 100 |
| TT Finansman A.Ş. | Turkey | Consumer finance company activities | Turkish Lira | 100 | 100 |
(*) Hereinafter, will be referred as TTINT Group.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The details of the Company's joint operation as at 31 December 2024 and 31 December 2023 are as follows:
| Effective ownership of the Company (%) |
|||||
|---|---|---|---|---|---|
| Name of Joint Operation | Place of incorporation and operation |
Principal activity | Functional Currency |
31 December 2024 |
31 December 2023 |
| TT Mobil-Vodafone Evrensel İş Ortaklığı |
Turkey | Internet/data services, infrastructure and wholesale voice services provider |
Turkish Lira | 51 | 51 |
| Effective ownership of the Company (%) |
|||||
| Name of Affiliate | Place of incorporation and operation |
Principal activity | Functional Currency |
31 December 2024 |
31 December 2023 |
| TT Ventures Girişim Sermayesi Yatırım Fonu |
Turkey | Telecommunications infrastructure and bandwidth provider |
Turkish Lira | 100 | 100 |
The Group indirectly holds investment in its affiliates , which has a significant influence, through its contribution payments to the established Venture Capital Investment Fund. The Group has chosen to measure this investment at fair value through profit or loss in accordance with TFRS 9.
Hereinafter, Türk Telekom and its subsidiaries and joint operations together will be referred to as "the Group".
The Group's principal activities include the provision of local, national, international and mobile telecommunication services, internet products and services, as well as call center and customer relationship management, technology and information management.
The Company's registered office address is Turgut Özal Bulvarı, 06103 Aydınlıkevler, Ankara.
The number of personnel subject to collective agreement as at 31 December 2024 is 8.689 (31 December 2023: 8.886) and the number of personnel not subject to collective agreement as at 31 December 2024 is 27.918 (31 December 2023: 28.379). The total number of personnel as at 31 December 2024 and 31 December 2023 are 36.607 and 37.265, respectively.
The accompanying consolidated financial statements are prepared in accordance with Turkish Financial Reporting Standards ("TFRS") published by Public Oversight Accounting and Auditing Standards Authority ("POA") as set out in the Communiqué numbered II-14.1 "Communiqué on Principles of Financial Reporting in Capital Markets" published in the Official Gazette numbered 28676 on 13 June 2013. TFRSs consist of standards and interpretations which are published as Turkish Accounting Standards ("TAS"), Turkish Financial Reporting Standards, interpretations of TAS and interpretations of TFRS.
The consolidated financial statements are also presented in accordance with the formats determined in the "Announcement on TMS Taxonomy" published by the POA on 3 July 2024 and in the Financial Statements and User Guide published by the CMB.
The consolidated financial statements are approved by the Company's Board of Directors on 10 March 2025.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
2.1 Basis of presentation of the consolidated financial statements (continued)
In accordance with the decision of the CMB dated 28 December 2023 and numbered 81/1820, it has been decided that issuers and capital market institutions subject to financial reporting regulations that apply Turkish Accounting/Financial Reporting Standards will apply inflation accounting by applying the provisions of TAS 29 "Financial Reporting Standard in Hyperinflationary Economies" starting from their annual financial reports for the accounting periods ending as of 31 December 2024. In addition, with the statement made by the Public Oversight Accounting and Auditing Standards Authority (KGK) on 23 November 2023, businesses applying TFRS have started to apply inflation accounting in accordance with TAS 29 Financial Reporting Standard in Hyperinflationary Economies starting from their financial statements for the annual reporting period ending on or after 31 December 2024. TAS 29 is applied to the financial statements, including the consolidated financial statements, of businesses whose functional currency is the currency of a hyperinflationary economy.
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 December 2023, on the purchasing power basis as of 31 December 2024.
The adjustments made in accordance with IAS 29 were made using the adjustment coefficient obtained from the Consumer Price Index (CPI) of Turkey published by the Turkish Statistical Institute (TURKSAT). As of 31 December 2024, the indices and adjustment coefficients used in the adjustment of the consolidated financial statements are as follows:
| Year End | Index | Index (%) | Conversion Factor |
|---|---|---|---|
| 2004 | 113,86 | 13,86 | 23,57764 |
| 2005 | 122,65 | 7,72 | 21,88789 |
| 2006 | 134,49 | 9,65 | 19,96096 |
| 2007 | 145,77 | 8,39 | 18,41634 |
| 2008 | 160,44 | 10,06 | 16,73242 |
| 2009 | 170,91 | 6,53 | 15,70739 |
| 2010 | 181,85 | 6,40 | 14,76244 |
| 2011 | 200,85 | 10,45 | 13,36594 |
| 2012 | 213,23 | 6,16 | 12,58993 |
| 2013 | 229,01 | 7,40 | 11,72241 |
| 2014 | 247,72 | 8,17 | 10,83703 |
| 2015 | 269,54 | 8,81 | 9,95975 |
| 2016 | 292,54 | 8,53 | 9,17669 |
| 2017 | 327,41 | 11,92 | 8,19935 |
| 2018 | 393,88 | 20,30 | 6,81565 |
| 2019 | 440,50 | 11,84 | 6,09432 |
| 2020 | 504,81 | 14,60 | 5,31794 |
| 2021 | 686,95 | 36,08 | 3,90793 |
| 2022 | 1128,45 | 64,27 | 2,37897 |
| 2023 | 1859,38 | 64,77 | 1,44379 |
| 2024 | 2684,55 | 44,38 | 1,00000 |
The table below shows the evolution of CPI in the last three years and as of 31 December 2024:
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
2.1 Basis of presentation of the consolidated financial statements (continued)
Assets and liabilities were separated into those that were monetary and non–monetary, with non– monetary items were further divided into those measured on either a current or historical basis to perform the required restatement of financial statements under TAS 29. Monetary items (other than index -linked monetary items) and non-monetary items carried at amounts current at the end of the reporting period were not restated because they are already expressed in terms of measuring unit as of 31 December 2024. Nonmonetary items which are not expressed in terms of measuring unit as of 31 December 2024 were restated by applying the conversion factors. The restated amount of a non monetary item was reduced, in accordance with appropriate TFRSs, in cases where it exceeds its recoverable amount or net realizable value. Components of shareholders' equity in the statement of financial position and all items in the statement of profit or loss and other comprehensive income have also been restated by applying the conversion factors.
The application of TAS 29 results in an adjustment for the loss of purchasing power of the Turkish lira presented in Net Monetary Position Gains (Losses) item in the profit or loss section of the statement of profit or loss and comprehensive income. In a period of inflation, an entity holding an excess of monetary assets over monetary liabilities loses purchasing power and an entity with an excess of monetary liabilities over monetary assets gains purchasing power to the extent the assets and liabilities are not linked to a price level. This gain or loss on the net monetary position is derived as the difference resulting from the restatement of non monetary items, owners' equity and items in the statement of profit or loss and other comprehensive income and the adjustment of index linked assets and liabilities.
All items included in the statement of comprehensive income, except those that affect the statement of comprehensive income of non-monetary items in the Statement of Financial Position, are indexed with coefficients calculated over the periods when the income and expense accounts are first reflected in the financial statements.
In addition, in the first reporting period in which TAS 29 is applied, the requirements of the Standard are applied as if the economy had always been hyperinflationary. Therefore, the statement of financial position at the beginning of the earliest comparative period, i.e as of 1 January 2022, was restated as the base of all subsequent reporting. Restated retained earnings/losses in the statement of financial position as of 1 January 2022 was derived as balancing figure in the restated statement of financial position. The financial statements of subsidiaries whose functional currencies are not in the hyperinflationary economy are subject to IAS 21. In this context, TAS 29 has been applied only to subsidiaries resident in Turkey, and other subsidiaries and affiliates have been evaluated and accounted within the scope of TAS 21.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The consolidated financial statements have been prepared on the historical cost basis except for the property, plant and equipment other than lands and investment property acquisitions prior to 1 January 2000 for which the deemed cost method was applied in accordance with TAS 29 "Financial Reporting in Hyperinflationary Economies", lands, derivative financial instruments, issued debt instruments which have been measured at fair value through profit or loss. Investment properties and tangible assets other than lands which are recognized with deemed cost method are valued with fair values as of 1 January 2000, lands accounted as property, plant and equipment, derivative financial instruments and issued debt instruments which have been measured at fair value through profit or loss, are valued with fair values as of balance sheet date. The methods used in fair value measurement are also specified in note 20 and note 33.
Excluding the subsidiaries incorporated outside of Turkey, functional currency of all entities' included in consolidation is Turkish Lira ("TL") and they maintain their books of account in TL in accordance with Turkish Commercial Code, Tax Legislation and the Uniform Chart of Accounts issued by the Ministry of Finance.Functional currencies of the subsidiaries and Company's joint operation are presented in Note 1.The consolidated financial statements are based on the statutory records, with adjustments and reclassifications for the purpose of fair presentation in accordance with the Turkish Accounting Standards published by the POA and are presented in TL. The accompanying financial statements include the accounts of the parent company Türk Telekom; its subsidiaries and joint operation. The financial statements of the entities included in the consolidation have been prepared as at the date of the consolidated financial statements.
The attached consolidated financial statements include the financial statements of Türk Telekom's subsidiaries and joint operations. The financial statements included in the consolidation were prepared on the same date as the consolidated financial statements
As at 31 December 2024, the consolidated financial statements include the financial results of Türk Telekom and its subsidiaries that the Group has control over its financial and operational policies which are listed at Note 1.
Control is normally evidenced when the Company controls an investee if and only if the Company has all the following; a) power over the investee b) exposure, or rights, to variable returns from its involvement in the investee and c) the ability to use its power over the investee to affect the amount of company's returns. The results of subsidiaries acquired are included in the consolidated statements of income from the effective date of acquisition as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by the Group. The consolidated financial statements are prepared using uniform accounting policies for similar transactions and events and are prepared with the same chart of accounts of the Company.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
From 1 January 2010 the Group has applied revised TFRS 3 "Business Combinations" standard. The change in accounting policy has been applied prospectively and had no effect on business combinations completed during prior periods.
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquirer.
The consideration transferred is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, the liabilities incurred by the Group to former owners of the entity and the equity interests issued by the Group. When the agreement with the seller includes a clause that the consideration transferred could be adjusted for future events, the acquisition-date fair value of this contingent consideration is included in the cost of the acquisition. All transaction costs incurred by the Group have been recognized in general administrative expenses.
For each business combination, the Group elects whether it measures the non-controlling interest in the acquirer either at fair value or at the proportionate share of the acquirer's identifiable net assets.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquirer.
Acquisition method requires allocation of the acquisition cost to the assets acquired and liabilities assumed at their fair values on the date of acquisition.
Acquired assets and liabilities and contingent liabilities assumed according to TFRS 3 are recognized at fair values on the date of the acquisition. Acquired company is consolidated starting from the date of acquisition.
If the fair values of the acquired identifiable assets, liabilities and contingent liabilities or cost of the acquisition are based on provisional assessment as at the balance sheet date, the Group made provisional accounting.
Intra-group balances and transactions, and any unrealized income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with associates are eliminated against the investment to the extent of the Group's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Transactions in foreign currencies are translated to the functional currencies of the Group entities at the exchange rates ruling at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at reporting date are translated to the functional currency at the exchange rate ruling at the date. Foreign currency differences arising on translation of foreign currency transactions are recognized in the income statement, except for differences arising on qualifying cash flow hedges to the extent the hedge is effective, which are recognized in other comprehensive income.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to reporting currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to reporting currency at average exchange rates in the related periods.
Foreign currency differences are recognized in other comprehensive income and presented in the foreign currency translation reserve in equity.
The Group entities use USD, EUR or TL, as functional currency since these currencies are used to a significant extent in, or have a significant impact on, the operations of the related Group entities and reflect the economic substances of the underlying events and circumstances relevant to these entities. All currencies other than the functional currency selected for measuring items in the financial statements are treated as foreign currencies.
Accordingly, transactions and balances not already measured in the functional currency have been remeasured to the related functional currencies. The Group uses TL as the reporting currency.
| Average | Period end buying | Period end selling | |||||
|---|---|---|---|---|---|---|---|
| 31 December 2024 |
31 December 2023 |
31 December 2024 |
31 December 2023 |
31 December 2024 |
31 December 2023 |
||
| EUR / TL | 35,4777 | 25,6852 | 36,7362 | 32,5739 | 36,8091 | 32,6326 | |
| USD / TL | 32,7826 | 23,7482 | 35,2803 | 29,4382 | 35,2868 | 29,4913 |
The foreign currency exchange rates as of the related periods are as follows:
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The Company acquires foreign currency bank loans in order to hedge its net investment in a foreign operation. Foreign exchange gain and/or loss resulting from the subsidiary's net investment portion of this loan is reclassified to other comprehensive income. Foreign exchange gain and/or loss resulting from the subsidiary's net investment portion of this loan reclassified to other comprehensive income will be transferred to profit and loss in case of disposal. Tax effects of foreign exchange gain and/or loss resulting from the subsidiary's net investment portion of this loan is recognized under other comprehensive income as well.
Trade receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
On initial recognition, a financial asset is classified as measured at: amortized cost, FVOCI – equity investment, or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income.
This election is made on an investment-by-investment basis. The Group holds 6,84% of shares of Cetel as equity investment and has elected to present changes in fair value of Cetel in other comprehensive income. Cost of Cetel is used as a measure for its fair value since management has insufficient more recent information to measure fair value.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets (Note 15) and equity investments measured at FVTPL.
On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales.
Financial assets that are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
ii. Classification and subsequent measurement (continued)
Financial assets: Assessment whether contractual cash flows are solely payments of principal and interest
'Principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.
Financial assets: Assessment whether contractual cash flows are solely payments of principal and interest (continued)
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a significant discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Trade receivables and other receivables meet solely payments of principal and interest test since principal is the present value of the expected cash flows. Those receivables are managed in line with the held to collect business model.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
ii. Classification and subsequent measurement (continued)
Financial assets: Subsequent measurement and gains and losses
| Financial assets at FVTPL are comprised of derivatives. These assets are | |||||||
|---|---|---|---|---|---|---|---|
| Financial assets at | subsequently measured at fair value. Net gains and losses, including any interest, are | ||||||
| FVTPL | recognized in profit or loss. | ||||||
| Financial assets at amortized cost |
Financial assets at amortized cost are comprised of cash and cash equivalents, trade receivables, other receivables and other assets. These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on de-recognition is recognized in profit or loss. |
||||||
| Equity investments at FVOCI |
Equity investments at FVOCI include the Group's 6,84% of share of Cetel. These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss. |
Cash and cash equivalents
Cash and cash equivalents include cash held in cash, deposits held in banks and other liquid investments with maturities of 3 months or less. Cash and cash equivalents used in the reporting of cash flows comprise cash and cash equivalents with a maturity of less than 3 months, excluding accrued interest income and blocked deposits. The Group calculates impairment by using the expected credit loss model in cases where cash and cash equivalents are not impaired for a certain reason. The expected credit loss calculation considers the past experiences of credit losses as well as the Group's forecasts for the future.
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. The Group does not have any financial liabilities at FVTPL except for derivatives and issued debt instruments.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
The Group initially recognized debt securities issued and subordinated liabilities on the date that they were originated. All other financial liabilities were recognized initially on the trade date, which was the date that the Group becomes a party to the contractual provisions of the instrument.
The Group classified non-derivative financial liabilities into the other financial liabilities category except for issued debt instruments. Such financial liabilities were recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities were measured at amortized cost using the effective interest method.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
ii. Classification and subsequent measurement (continued)
Other financial liabilities were comprised of loans, trade and other payables, payables to related parties and other payables.
The amount of change in the fair value of the issued debt instruments at FVTPL that is attributable to changes in the credit risk of that liability is recognized in other comprehensive income and the remaining amount of change in the fair value is recognized in profit or loss.
Trade payables were payables to third parties in relation to their capacity as suppliers. Payables stemming from transactions with parties that were not suppliers or customers which were not classified as trade payables and were not a result of financing operations were recognized as other payables.
When a financial instrument gave rise to a contractual obligation on the part of the Group to deliver cash or another financial asset or to exchange another financial instrument under conditions that were potentially unfavourable, it was classified as a financial liability. The instrument was equity instrument if, the following were met:
a) The instrument included no contractual obligation to deliver cash or another financial asset to another entity; or to exchange financial assets or financial liabilities with another entity under conditions that were potentially unfavourableto the Group.
b) If the instrument would or might be settled in the Group's own equity instruments, it was a nonderivative that included no contractual obligation for the Group to deliver a variable number of its own equity instruments; or a derivative that would be settled only by the Group exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments.
If financing costs arising from the loans are associated with acquisition or construction of qualifying assets, they are included in cost value of qualifying assets. Qualifying assets refer to assets which require a long time to be available for use or sales as intended. Other borrowing costs are accounted in statement of profit or loss in the period they occur.
The Group derecognized a financial asset when the contractual rights to the cash flows from the asset expired, or it transferred the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset were transferred. Any interest in such transferred financial assets that was created or retained by the Group was recognized as a separate asset or liability.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expired. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
The Group recognizes loss allowances for ECLs on:
Under TFRS 9, loss allowances are measured on either of the following bases:
The Group measures loss allowances at an amount equal to lifetime ECL, except for the following, which are measured as 12-month ECL:
bank balances for which credit risk has not increased significantly since initial recognition.
Loss allowances for trade receivables, other receivables, other assets and contract assets are always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward-looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The Group considers a financial asset to be in default when:
The Group considers bank balances to have low credit risk when its credit risk rating is equivalent to the globally understood definition of 'investment grade'.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
12-month expected credit losses are that result from possible default events within the 12 months after the reporting date.
The maximum period considered when estimating expected credit losses is the maximum contractual period over which the Group is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls.
ECLs are discounted at the effective interest rate of the financial asset.
For trade receivables, other receivables, other assets and contract assets the Group applies the simplified approach to providing for expected credit losses prescribed in TFRS 9, which requires the use of the lifetime expected loss provision for all trade receivables. The Group performed the calculation of ECL rates separately for individual, corporate, public and wholesale customers. The ECLs were calculated based on actual credit loss experience over the past years.
Exposures within each group were segmented based on common credit risk characteristics such as delinquency status.
Actual credit loss experience was adjusted to reflect differences between economic conditions during the period over which the historical data was collected, current conditions and the Group's view of economic conditions over the expected lives of the receivables. Future collection performance of receivables are estimated by considering general economic conditions to incorporate forward looking information to the expected credit loss calculations.
At each reporting date, the Group assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Evidence that a financial asset is credit-impaired includes the following observable data:
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
Impairment losses related to trade and other receivables, including contract assets, are presented separately in the statement of profit or loss. Impairment losses on other financial assets are presented under 'general administrative expenses', similar to the presentation under TAS 39, and not presented separately in the consolidated statement of profit or loss due to materiality considerations.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group. Where trade receivables, other receivables, other assets and contract assets have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized in profit or loss.
The Group has adopted TFRS 9 Financial Instruments, replacing TAS 39 in accordance with the risk management strategy and objectives as of 1 July 2018. The high-level aim of the new hedge accounting model is that financial reporting will reflect more accurately how an entity manages its risk and the extent to which hedging mitigates those risks. Specifically, the new model aims to provide a better link between an entity's risk management strategy, the rationale for hedging and the impact of hedging on the financial statements.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
vi. Derivative financial instruments (continued)
Cash flow hedges (continued)
The Group enters into participating cross currency swap transactions in order to hedge the changes in cash flows of floating and fixed rate financial instruments. While applying cash flow hedge accounting, the effective portion of the changes in the fair value of the hedging instrument is accounted for under "other comprehensive income/expense items to be reclassified to profit or loss" in equity, and the ineffective portion is recognized in profit or loss. The changes recognized in equity is removed and included in profit or loss in the same period when the hedged cash flows effect the profit or loss. In addition, time value of options included in participating cross currency swaps are accounted for cost of hedging and recognized under other comprehensive income. Cash flow hedge gains/(losses) and the effects of inflation accounting on the time value changes of options are transferred to retained earnings when the cash flow hedge is discontinued. Cash flow hedge losses and gains are reclassified to the income statement as the hedged item is realized.
Under IFRS 9, a hedging relationship is discontinued in its entirety when as a whole it ceases to meet the qualifying criteria after considering the rebalancing of the hedging relationship. Voluntary discontinuation when the qualifying criteria are met is prohibited. Hedge accounting is discontinued when the risk management objective for the hedging relationship has changed, the hedging instrument expires or is sold, terminated or exercised, and there is no longer an economic relationship between the hedged item and hedging instrument or when the effect of credit risk starts dominating the value changes that result from the economic relationship.
When the Group discontinues hedge accounting for a cash flow hedge it shall account for the amount that has been accumulated in the cash flow hedge reserve in accordance as follows;
-if the hedged future cash flows are still expected to occur, that amount shall remain in the cash flow hedge reserve until the future cash flows occur.
-if the hedged future cash flows are no longer expected to occur, that amount shall be immediately reclassified from the cash flow hedge reserve to profit or loss as a reclassification adjustment. A hedged future cash flow that is no longer highly probable to occur may still be expected to occur. The amount recognized in OCI prior discontinuation will be reclassified from OCI to Profit and Loss, in accordance with the contractual cash flow of the hedged item.
The new hedge effectiveness testing model is prospective only and can be qualitative, depending on the complexity of the hedge. Effectiveness range 80%-125% in TAS 39 is replaced by an objectivesbased test that focuses on the economic relationship between the hedged item and the hedging instrument, and the effect of credit risk on that economic relation.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Property, plant and equipment ("PPE") of the Group other than lands is carried at cost less accumulated depreciation and any accumulated impairment losses. The Group elected to measure property, plant and equipment of the Company on a deemed cost basis in the first period of application of TAS 29 "Financial Reporting in Hyper Inflationary Economy" since detailed records of the acquisition date and costs of items of PPE were not available for the Company prior to 1 January 2000.
The deemed cost values for buildings as at 1 January 2000 were appraised by CMB licensed realestate valuation companies. The network equipment and vehicles values were appraised by Detecon International GmbH (a subsidiary of Deutsche Telecom AG). Other than the PPE for which cost was determined on a deemed cost basis, the cost of PPE generally comprises its purchase price, including import duties and non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for its intended use. PPE that are recognized at deemed cost basis or at cost are restated for the effects of inflation in accordance with TAS 29.
Lands accounted as property, plant and equipment are measured at revalued amount. Revalued amount for lands is the fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of selfconstructed assets includes the cost of materials and direct labor costs are located and capitalized borrowing costs. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment. When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.
Gains and losses on disposal of an item of property and equipment are calculated as the difference between the net proceeds from disposal and the carrying amount of the item and are recognized net within "income / (expense) from investing activities" in profit or loss.
The cost of replacing part of an item of property and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property and equipment are recognized in consolidated statement of profit / (loss) as incurred.
Depreciation is calculated effective from purchase or replacement date to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line basis over their estimated useful lives. Land is not depreciated.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Useful lives of property, plant and equipment are as follows:
| Property plant and equipment | Useful life (years) |
|---|---|
| Buildings | 21-50 years |
| Outside plant | 5-21 years |
| Transmission equipment | 5-21 years |
| Switching equipment | 5-8 years |
| Data networks | 3-10 years |
| Vehicles | 5 years |
| Furniture and fixtures | 3-5 years |
| Set-top box and satellite receiver | 4 years |
| Other property, plant and equipment | 2-8 years |
Useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
The useful lives of the Company's tangible assets are limited to the duration of the concession agreement, except for those that are outside the scope of the concession agreement. The Group has made changes to the remaining useful lives of the tangible and intangible assets within the scope of the concession as of 1 January 2024, after receiving confirmation from the relevant authority regarding their compliance with accounting standards, due to the concrete progress made in the negotiations with official institutions regarding the extension of the fixed line concession agreement. Accordingly, the remaining life of the Company's tangible and intangible assets is at most 25,2 years, excluding those outside the scope of the concession agreement.
Leased assets are depreciated by the same method used for property and equipment over the shorter of the lease term and their useful lives.
Goodwill that arises on the acquisition of subsidiaries is included in intangible assets.
The Group measures goodwill at the acquisition date as:
When the excess is negative, a bargain purchase gain is recognized immediately in profit or loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss. Transactions costs, other than those associated with the issuance of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.
Goodwill is measured at cost less accumulated impairment losses.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is charged to the consolidated income statement during the year when the expenditure is incurred.
The useful lives of intangible assets are assessed to be either finite or infinite. The Group does not have any intangible assets with infinite useful lives. Intangible assets with finite lives are amortized on a straight line basis over the shorter of their useful economic lives or remaining concession period. Whenever there is an indication that the intangible asset may be impaired it is assessed for impairment. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed each financial year end at least.
The Group has recognized the sum of the cost of the investments required for the telecommunication service that it is obliged to perform under the concession agreement and the comparable profit margin applied to construction services and infrastructure investments of the same quality as the amount of the investments as intangible assets in accordance with IFRS Interpretation 12 "Concession Service Agreements" ("IFRS Interpretation 12") and recognized as "Concession Rights and Assets" in the consolidated financial statements.
Changes in the expected useful lives or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and treated as changes in estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated income statement. The amortization periods for intangible assets are between 3 and 25 years. The useful lives of the Company's tangible assets are limited to the duration of the concession agreement, except for those that are outside the scope of the concession agreement. The Group has made changes to the remaining useful lives of the tangible and intangible assets within the scope of the concession as of 1 January 2024, after receiving confirmation from the relevant authority regarding their compliance with accounting standards, due to the concrete progress made in the negotiations with official institutions regarding the extension of the fixed line concession agreement. Accordingly, the remaining life of the Company's tangible and intangible assets is at most 25,2 years, excluding those outside the scope of the concession agreement.
Research costs are expensed as incurred. Development expenditure on an individual project is recognized as an intangible asset when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the asset and the ability to measure reliably the expenditure during development.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Impairment test is performed periodically in order to identify whether there is any impairment in the development stage. After initial recognition, development costs are recognized at cost less amortization and impairment. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit. Periodic impairment tests are applied to the assets in order to foresee any probable impairment on the assets in the period that they are not ready for utilization yet.
Rights to feature contents such as films, TV shows etc. acquired under license agreements along with related obligations are recorded at the contract value when a license agreement is executed or the license period has begun. The amounts recognized are amortized on the licensing period or a per play basis over the licensing period. To the extent that it is determined that the content has no future programming usefulness and will no longer be exploited, the unamortized cost of the content is written off.
Investment properties, which are properties held to earn rent and/or for capital appreciation are measured initially at cost plus all direct transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met; and excludes the costs of day-to-day servicing of an investment property. The Group decided to measure investment property on a deemed cost basis in the first period of application of TAS 29, since detailed records of the acquisition date and costs of items of investment property were not available prior to 1 January 2000 and restated these deemed cost basis for the effects of inflation.
Investment properties are transferred from/to property, plant and equipment when their utilization purpose is changed. When investment properties are disposed, the difference between sales revenue and the carrying amount is charged to the consolidated income statement.
Market values of the investment properties at 1 January 2000 were determined by CMB licensed independent real-estate appraisers. Following initial recognition, investment properties are carried at costs less any accumulated amortization and any accumulated impairment losses.
Depreciation is charged to investment properties excluding land, over their estimated useful economic lives, using the straight-line method. The useful lives of buildings that are owned by the Group range between 15 - 50 years. The remaining useful life of the investment property is limited by the concession agreement, except for the exception of the concession agreement. When considering the Concession agreement the remaining useful lives of investment property is 25,2 years at the most.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The Group classifies a non-current asset as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset (or the group of assets held for sale) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets and its sale must be highly probable. For the sale to be highly probable management must be committed to a plan to sell the asset (or the group of assets held for sale) and an active program to set the buyers and complete the plan must have been initiated. Furthermore, the asset (or the group of assets held for sale) must be actively marketed for sale at a price that is reasonable in relation to its fair value. In addition, the sale should be expected to qualify for recognition as a completed sale within one year from the date of classification and actions required to complete the plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
In case the period to complete sale of assets is extended due to circumstances which are not under the control of the Group, the assets will continue to be classified as assets held for sale provided that the Group has still an active sales program.
The Group measures assets held for sale at the lower of its carrying amount and fair value less costs to sell. The Group does not depreciate a non-current asset when it is classified as held for sale and the gain or loss arising from the sale of the assets is classified at income / expense from investing activities accounts.
The Group has applied TFRS 16 using the modified retrospective approach and therefore the comparative information has not been restated and continues to be reported under TAS 17 and TFRS Interpretation 4.
Inventories are recognized at the lower of cost and net realizable value. Costs comprise purchase cost and, where applicable and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realizable value is the less marketing, selling and other various expenses to be incurred in order to realize sale.
At each balance sheet date, the Group assesses whether there is an indication that any of its PPE and intangible assets may be impaired. If such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized in the consolidated income statement.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the consolidated income statement.
Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Whenever the carrying amount exceeds the recoverable amount, an impairment loss is recognized in the consolidated income statement. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the acquisition, irrespective of whether other assets or liabilities are assigned to these units or groups of units. Each unit or group of units to which the goodwill is allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes. Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash generating units), to which the goodwill relates.
Where the recoverable amount of the cash-generating unit (group of cash-generating units) is less than the carrying amounts of the net assets assigned to the cash-generating unit, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods.
Payments to defined contribution retirement benefit plans are charged as an expense in the year in which the contributions relate to. Payments made to the Social Security Institution of Turkey and Turkish Republic Retirement Fund are dealt with as payments to defined contribution plans where the Group's obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan. The Group pays contributions to the Social Security Institution of Turkey on a mandatory basis.
The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as an employee benefit expense in the period to which the employees' service relates.
For defined benefit plans and other long-term employment benefits, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at each balance sheet date. The Company recognizes the service cost of the previous period as expense at the earlier of the dates below:
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The retirement benefit obligation recognized in consolidated statement of financial position represents the present value of the defined benefit obligation as adjusted for any unrecognized past service cost. There is no funding requirement for defined benefit plans. The Group recognizes actuarial gains and losses in the other comprehensive income.
Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the management's best estimate of the expenditure required to settle the obligation at the balance sheet date and are discounted to present value where the effect is material.
Possible assets or obligations that arise from past events and for which their existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not entirely within the control of the Group are treated as contingent assets or liabilities. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying economic benefits is remote. If the possibility of transfer of assets is probable, contingent liability is recognized in the financial statements.
A contingent asset is disclosed in consolidated financial statements, when the possibility of an inflow of economic benefits to the entity is probable. If it has become virtually certain that an inflow of economic benefits will arise, the asset and the related income are recognized in the financial statements of the period in which the change occurs.
a) Parties are considered related to the Company if a person or a close member of that person's family is related to a reporting entity;
if that person:
b) The entity and the reporting entity are members of the same group.
The entity and the company are members of the same group.
One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).
Both entities are joint ventures of the same third party.
One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.
The entity is controlled or jointly controlled by a person identified in (a).
A person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control over a product or service to a customer.
Revenues from fixed-line telecommunication services like network access, local usage, domestic and international long distance and infrastructure leases are recognized on an accrual basis as services are provided.
Connection fees that are assessed as distinct are recognized as revenue. Connection fees for activities that are an improvement to or an extension of the Group's own network, rather than a transfer of goods or services to the customer are determined as not distinct and no separate revenue is recognized.
For distinct connection fees in a bundle, revenue recognized is measured based on their stand-alone selling prices. The stand-alone selling prices of connection fees are estimated based on expected cost plus a margin approach.
Distinct connection fees are immediately recognized as revenue when connection services are provided and the cost of connection is also recognized immediately as an expense.
Revenues from sale of indefeasible right of use contracts, which are long term capacity/line rental arrangements, are accounted over the term of the contract.
Revenues generated from mobile telecommunication services such as outgoing and incoming traffic, roaming revenues, revenues from value added services and monthly fees which are recognized at the time services are rendered. With respect to prepaid outgoing revenues, the Group generally collects cash in advance by selling scratch cards to dealers and distributors. In such cases, the Group does not recognize revenues until the subscribers use the service and present such amounts under deferred revenues in the consolidated financial statements.
The Group recognizes content revenue based on the agreement between the Group and the content providers. As the Group is the primary obligor of the service, the revenue received from the subscribers is presented on gross basis and the portion paid to the content providers is recognized as operating expense.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Revenues from sales of phone device, modem and other network equipment are recorded as revenue when control over a product or service is transferred to a customer.
For bundled packages, the Group accounts for individual products and services separately if they are distinct – i.e. if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it either on its own or together with other resources that are readily available to the customer. The consideration is allocated between distinct products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices at which the Group sells those products and services separately. For items that are not sold separately the Group estimates stand-alone selling prices using the expected cost plus a margin approach. Equipment revenues are presented in other revenues. Cost of products and services are recognized as expense when related revenue is recognized.
Revenues from TV subscriptions are charged to contract customers on a monthly basis. Revenues are invoiced and recorded as part of a periodic billing cycle, and are recognized as the services are provided. Pay-per-view revenue is recognized when the movie is rented. Advertising revenue is recognized as the commercials are aired.
Subscriber acquisition costs include commissions and premiums incurred for acquisition and retention of subscribers.
The Group capitalizes these commission and premiums as incremental costs of obtaining a contract with a customer and if they are expected to be recovered.
Subscriber acquisition costs are amortized consistently during the subscriber life cycle and subscriber retention costs are amortized consistently during the renewal period and amortization expense is recognized in marketing, sales and distribution expenses.
To estimate the transaction price in a contract, the Group adjusts the promised amount of consideration for the time value of money if that contract contains a significant financing component. Significant financing component exists if the timing of payments agreed to by the parties to the contract (either explicitly or implicitly) provides the customer or the Group with a significant benefit of financing the transfer of goods or services to the customer.
Indefeasible right of use ("IRU") contracts of the Group are adjusted for significant financing component. For bundled contracts where the control of equipment is transferred to the customer upfront but collection is made in instalments, no significant financing component is recognized based on materiality considerations.
Income from investing activities are comprised of incomes from scrap and property, plant and equipment sales. Expense from investing activities are comprised of loss on sales of property, plant and equipment sales.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The Group's finance income and finance costs include:
Interest income or expense is recognized using the effective interest method.
The 'effective interest rate' is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
Borrowing costs that cannot be matched with acquisition, construction or production of an asset are recognized in profit or loss by using effective interest rate.
Rediscount, interest and foreign exchange gains and losses arising from trading transactions are recognized in other operating income and expense.
Accounting for significant financing component is disclosed in detail in Note 2.4.(m).
Earnings per share is calculated by dividing the consolidated profit/(loss) for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
Income tax expense is comprised of current and deferred tax. Income tax expense is recognized in the consolidated statement of profit / (loss) except to the extent that it relates to a business combination or items recognized directly in equity or other comprehensive income.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Current tax is comprised of the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. Prepaid corporation taxes and corporate tax liabilities are offset when they relate to income taxes levied by the same taxation authority.
Turkish tax legislation does not permit a parent company and its subsidiary to file a consolidated tax return. Therefore, provisions for taxes, as reflected in the consolidated financial statements, have been calculated on a separate-entity basis.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the liability method.
Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized.
Deferred tax is not recognized for• Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit and loss;
• Temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group's able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
• Taxable temporary differences arising on the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
The Company and the other consolidated subsidiaries have reflected their deferred tax asset and liabilities by netting their individual balances; however, there is no netting on a consolidation basis. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realized.
Deferred tax assets are recognized for unused tax loses, unused tax credits a deductible temporary differences to the extent that it is possible that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
In determining the amount of current and deferred tax the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.
The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. All operating segments' operating results are reviewed regularly by the Group's board of directors to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
The fair value of trade and other receivables is estimated as the present value of future cash flows discounted at the market rate of interest at the reporting date. Short-term receivables with no stated interest rate are measured at the original invoice amount if the effect of discounting is immaterial. This fair value is determined at initial recognition and at the end of each reporting period for disclosure purposes.
The fair value of interest rate swaps and forward exchange contracts are based on broker quotes. Those quotes are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and counterparty when appropriate.
The fair values of issued debt instruments are measured by using quoted market price at the date of valuation.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Other non-derivative financial liabilities are measured at fair value, at initial recognition and for disclosure purposes, at each annual reporting date. Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the measurement date.
Lands accounted as property, plant and equipment are measured at revalued amount. Revalued amount for lands is the fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Foreign currency protected TL Deposits are a financial asset with cash flows that include principal and interest, but they also feature a derivative product, as these cash flows may change depending on the change in exchange rates. Therefore, Currency Foreign currency protected TL Deposits are considered as hybrid contracts and accounted as financial assets whose fair value is recognized in profit or loss in line with the directions of TFRS 9 regarding hybrid contracts. Changes in the fair value of foreign currency protected TL Deposits are accounted in the "Income/Expense from Investing Activities" Item in the Statement of Profit or Loss and Other Comprehensive Income.
The accounting policies adopted in preparation of the consolidated financial statements as of 31 December 2024 are consistent with those of the previous financial year, except for the adoption of new and amended TFRS and TFRS interpretations effective as of 1 January 2024 and thereafter. The effects of these standards and interpretations on the Group's financial position and performance have been disclosed in the related paragraphs.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
i) The new standards, amendments and interpretations which are effective as at 1 January 2024 are as follows:
In March 2020 and January 2023, POA issued amendments to TAS 1 to specify the requirements for classifying liabilities as current or non-current. According to the amendments made in January 2023 if an entity's right to defer settlement of a liability is subject to the entity complying with the required covenants at a date subsequent to the reporting period ("future covenants"), the entity has a right to defer settlement of the liability even if it does not comply with those covenants at the end of the reporting period. In addition, January 2023 amendments require an entity to provide disclosure when a liability arising from a loan agreement is classified as non-current and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months. This disclosure must include information about the covenants and the related liabilities. The amendments clarify that the requirement for the right to exist at the end of the reporting period applies to covenants which the entity is required to comply with on or before the reporting date regardless of whether the lender tests for compliance at that date or at a later date. The amendments also clarified that the classification of a liability is unaffected by the likelihood that the entity will exercise its right to defer settlement of the liability for at least twelve months after the reporting period. The amendments must be applied retrospectively in accordance with TAS 8.
The amendments did not have a significant impact on the financial position or performance of the Group.
In January 2023, POA issued amendments to TFRS 16. The amendments specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. In applying requirements of TFRS 16 under "Subsequent measurement of the lease liability" heading after the commencement date in a sale and leaseback transaction, the seller lessee determines 'lease payments' or 'revised lease payments' in such a way that the seller-lessee would not recognise any amount of the gain or loss that relates to the right of use retained by the sellerlessee. The amendments do not prescribe specific measurement requirements for lease liabilities arising from a leaseback. The initial measurement of the lease liability arising from a leaseback may result in a seller-lessee determining 'lease payments' that are different from the general definition of lease payments in TFRS 16. The seller-lessee will need to develop and apply an accounting policy that results in information that is relevant and reliable in accordance with TAS 8. A seller-lessee applies the amendments retrospectively in accordance with TAS 8 to sale and leaseback transactions entered into after the date of initial application of TFRS 16.
The amendments did not have a significant impact on the financial position or performance of the Group.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
i) The new standards, amendments and interpretations which are effective as at 1 January 2022 are as follows: (continued)
The amendments issued by POA in September 2023 specify disclosure requirements to enhance the current requirements, which are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash flows and exposure to liquidity risk. Supplier finance arrangements are characterized by one or more finance providers offering to pay amounts an entity owes its suppliers and the entity agreeing to pay according to the terms and conditions of the arrangements at the same date as, or a date later than, suppliers are paid. The amendments require an entity to provide information about terms and conditions of those arrangements, quantitative information on liabilities related to those arrangements as at the beginning and end of the reporting period and the type and effect of non-cash changes in the carrying amounts of those liabilities. In the context of quantitative liquidity risk disclosures required by TFRS 7, supplier finance arrangements are also included as an example of other factors that might be relevant to disclose.
The amendments did not have a significant impact on the financial position or performance of the Group.
Standards, interpretations and amendments to existing standards that are issued but not yet effective up to the date of issuance of the consolidated financial statements are as follows. The Group will make the necessary changes if not indicated otherwise, which will be affecting the consolidated financial statements and disclosures, when the new standards and interpretations become effective.
In December 2017, POA postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. Early application of the amendments is still permitted.
The Group will wait until the final amendment to assess the impacts of the changes.
POA issued TFRS 17 in February 2019, a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. TFRS 17 model combines a current balance sheet measurement of insurance contract liabilities with the recognition of profit over the period that services are provided. The mandatory effective date of the Standard postponed to accounting periods beginning on or after 1 January 2026 with the announcement made by the POA.
The standard is not applicable for the Group and will not have an impact on the financial position or performance of the Group.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The new standards, amendments and interpretations (continued)
In May 2024, POA issued amendments to TAS 21. The amendments specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. When an entity estimates a spot exchange rate because a currency is not exchangeable into another currency, it discloses information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows. The amendments will be effective for annual reporting periods beginning on or after 1 January 2025. Early adoption is permitted but will need to be disclosed. When applying the amendments, an entity cannot restate comparative information.
The amendments did not have a significant impact on the financial position or performance of the Group.
In September 2023, POA issued amendments to TAS 12, which introduce a mandatory exception in TAS 12 from recognizing and disclosing deferred tax assets and liabilities related to Pillar Two income taxes. The amendments clarify that TAS 12 applies to income taxes arising from tax laws enacted or substantively enacted to implement the Pillar Two Model Rules published by the Organization for Economic Cooperation and Development (OECD). The amendments also introduced targeted disclosure requirements for entities affected by the tax laws. The temporary exception from recognition and disclosure of information about deferred taxes and the requirement to disclose the application of the exception apply immediately and retrospectively upon issue of the amendments.
The amendments did not have a significant impact on the financial position or performance of the Group.
The following two amendments to IFRS 9 and IFRS 7 and Annual Improvements to IFRS Accounting Standards as well as IFRS 18 and IFRS 19 are issued by IASB but not yet adapted/issued by POA. Therefore, they do not constitute part of TFRS. The Group will make the necessary changes to its consolidated financial statements after the amendments and new Standard are issued and become effective under TFRS.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The new standards, amendments and interpretations (continued)
iv)The new amendments that are issued by the International Accounting Standards Board (IASB) but not issued by Public Oversight Authority (POA) (continued)
In May 2024, IASB issued amendments to the classification and measurement of financial instruments (amendments to IFRS 9 and IFRS 7). The amendment clarifies that a financial liability is derecognised on the 'settlement date'. It also introduces an accounting policy option to derecognise financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met. The amendment also clarified how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features as well as the treatment of non-recourse assets and contractually linked instruments. Additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive income are added with the amendment.
The Group does not expect a significant impact on the financial statements.
In July 2024, the IASB issued Annual Improvements to IFRS Accounting Standards – Volume 11, amending the followings:
IFRS 1 First-time Adoption of International Financial Reporting Standards – Hedge Accounting by a First-time Adopter: These amendments are intended to address potential confusion arising from an inconsistency between the wording in IFRS 1 and the requirements for hedge accounting in IFRS 9.
IFRS 7 Financial Instruments: Disclosures – Gain or Loss on Derecognition: The amendments update the language on unobservable inputs in the Standard and include a cross reference to IFRS 13.
IFRS 9 Financial Instruments – Lessee Derecognition of Lease Liabilities and Transaction Price: IFRS 9 has been amended to clarify that, when a lessee has determined that a lease liability has been extinguished in accordance with IFRS 9, the lessee is required to apply derecognition requirement of IFRS 9 and recognise any resulting gain or loss in profit or loss. IFRS 9 has been also amended to remove the reference to 'transaction price".
IFRS 10 Consolidated Financial Statements – Determination of a 'De Facto Agent': The amendments are intended to remove the inconsistencies between IFRS 10 paragraphs.
IAS 7 Statement of Cash Flows – Cost Method: The amendments remove the term of "cost method" following the prior deletion of the definition of 'cost method'.
The standard is not applicable for the Group and will not have an impact on the financial position or performance of the Group.
The Group does not expect a significant impact on the financial statements.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The new standards, amendments and interpretations (continued)
iv)The new amendments that are issued by the International Accounting Standards Board (IASB) but not issued by Public Oversight Authority (POA) (continued)
In December 2024, the Board issued Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7). The amendment clarifies the application of the "own use" requirements and permits hedge accounting if these contracts are used as hedging instruments. The amendment also adds new disclosure requirements to enable investors to understand the effect of these contracts on a company's financial performance and cash flows.
The Group does not expect a significant impact on the financial statements.
In April 2024, IASB issued IFRS 18 which replaces IAS 1. IFRS 18 introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals. IFRS 18 requires an entity to classify all income and expenses within its statement of profit or loss into one of five categories: operating; investing; financing; income taxes; and discontinued operations. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified 'roles' of the primary financial statements and the notes. In addition, there are consequential amendments to other accounting standards, such as IAS 7, IAS 8 and IAS 34.
Its impact on the group financial statements is being evaluated.
In May 2024, IASB issued IFRS 19, which allows eligible entities to elect to apply reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards. Unless otherwise specified, eligible entities that elect to apply IFRS 19 will not need to apply the disclosure requirements in other IFRS accounting standards. An entity that is a subsidiary, does not have public accountability and has a parent (either ultimate or intermediate) which prepares consolidated financial statements, available for public use, which comply with IFRS accounting standards may elect to apply IFRS 19.
It is not valid on the Group's financial statements.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
In the process of applying the Group's accounting policies, the management has made the following judgments that have the most significant effect on the amounts recognized in the consolidated financial statements (excluding those involving estimations).
i) Operating Lease Commitments – Group as Lessor: The Company has entered into a crossoccupation agreement with PTT. The Group has determined that it retains all the significant risks and rewards of ownership of its properties subject to the agreement which are leased out on operating leases.
ii) Income from Sales Campaign: Group makes sales campaigns with suppliers under which they bundle telecommunication services with equipment supplied by the suppliers. The Group management accounts bundled offers as an agent if the sale transaction satisfies the below conditions:
iii) Prepaid Card Sales Agent - Principal Analysis: Since TT Mobil is primarily responsible for providing the service, has credit and inventory risk and determinant in setting prices; starting from April 2010, TT Mobil recognizes prepaid card incomes on a gross basis.
iv) Commission income: The Group renders intermediary collection services regarding handsets sold by the distributors at the Group exclusive sale channels. Accordingly, the arrangement with the customer includes both handset principal amount and GSM services. Total considerations have been collected from the customers with up to 24 month instalments via GSM bills where each benefit is clearly identifiable and separable. The Group does not recognize any revenues from the sale of handsets and acts as an agent since it has no control over price, nor risk on stock. However, the collection risk of handset principal amount is on the Group and the distributors collect this amount from the Group on monthly basis. Apart from the GSM revenues, since customer base and sales channels are made available to the distributors, the Group charges a commission to those distributors. This commission income is classified under other revenues and it is recognized when the handset is delivered to the customer.
v) Content Sales: Since TT Mobil is primarily responsible for providing the service, has credit and determinant in setting prices; TT Mobil recognizes content revenues on a gross basis.
vi) Liabilities within the scope of vendor financing: For capital expenditures, the Group carries out vendor financing with some of its suppliers in accordance with the agreements made with banks and those suppliers. Since the terms are not substantially different with the discounted present value of the cash flows under the new terms of the liabilities, the Group continues to classify those liabilities as trade payable.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
The Group determines whether property, plant and equipment are impaired by estimating the recoverable amount of the assets whenever there is an indication of impairment. This requires an estimation of the value in use of the cash-generating units. Estimating the value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows (Note 16).
The estimates used by the Group in the application of TFRS Interpretation 12 are as follows:
The Company assesses that approximately 30% of the foreseen network investments related to the replacement of the network equipment which are reclassified to intangible assets and which are then recognized in the financial statements as intangible assets are the contractual replacements as required by the concession agreement.
In accordance with TFRS Interpretation 12, the Company has determined the cost of the investments in intangible assets recognized under the scope of TFRS Interpretation 12 by adding the profit margin, which is applied in the market for similar construction services, to the cost of acquiring the related network equipment. The estimated profit margin used in construction services provided in exchange for concession right is 13% (31 December 2023: 13%) for the year ended as of 31 December 2024. The profit margin of property, plant and equipment accounted within the scope of TFRS Interpretation 12 amounting to TL 9.760.589 (31 December 2023: TL 10.047.103) (Note 20) is TL 1.112.546 for the year ended as of 31 December 2024 (31 December 2023: TL 1.155.862) (Note 3).
A deferred tax asset is recognized only to the extent that it is probable that a tax benefit will be realized in the future. If it is probable that a tax benefit will be realized, a deferred tax asset is recognized on unused tax losses, unused tax credits and other deductible temporary differences. With the expectation to recover certain part of its tax losses carried forward in Türk Telekom, TT Mobil; TTNET and TTINT group has recognized deferred tax assets on statutory tax losses available for offsetting with future statutory taxable profits. Every year, the Group re-assesses its tax loss carry forwards and if there is a material change in the deferred tax asset recognized in the consolidated financial statements, the deferred tax assets are also changed (Note 11).
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
For trade receivables, other receivables, other assets and contract assets the Group applies the simplified approach to providing for expected credit losses prescribed in TFRS 9, which requires the use of the lifetime expected loss provision for all trade receivables. The Group performed the calculation of ECL rates separately for individual, corporate, public and wholesale customers. The ECLs were calculated based on actual credit loss experience over the past years. Exposures within each group were segmented based on common credit risk characteristics such as delinquency status. Actual credit loss experience was adjusted to reflect differences between economic conditions during the period over which the historical data was collected, current conditions and the Group's view of economic conditions over the expected lives of the receivables. Future collection performance of receivables is estimated by considering general economic conditions to incorporate forward looking information to the expected credit loss calculations.
Assumptions used by Company in goodwill impairment test are explained in Note 16. The Group determines the useful life of an asset by considering its future economic benefits. This evaluation is driven by the Group's previous experience on similar assets. The Group also considers useful life of the asset from technical and commercial perspectives due to changes and developments in market in order to assess whether additional impairment is required or not.
There are other estimations made by the management during the determination of provisions for litigations (Note 23).
The Group has two main segments; fixed line and mobile. Fixed line services are provided by Türk Telekom, TTNet, Argela, Innova, Sebit, AssisTT, TTES, TT Venture, TT Destek Hizmetleri and TTINT Group whereas mobile service is provided by TT Mobil. Group management assesses segment performance over earnings before interest, tax, depreciation and amortization ("Adjusted EBITDA"). Adjusted EBITDA is calculated by adjusting the profit before tax by i) adding income/expense from investing activities, depreciation, amortization and impairment expenses and ii) deducting exchange gains/losses, monetary gain and loss, interest and rediscount income/ expenses on current accounts presented in other operating income and expense. Group management uses adjusted EBITDA as it is comparable with other companies in the sector. EBITDA is not a measure of financial performance indicator defined in TFRS and may not be comparable to similar indicators defined by other companies. As Group management does not monitor Group's performance over geographical segments, geographical segment reporting is not presented. The segment results and balance sheet items are presented below:
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Intra-group eliminations and | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fixed line | Mobile | consolidated adjustments | Consolidated | |||||
| 1 January - | 1 January - | 1 January - | 1 January - | 1 January - | 1 January - | 1 January - | 1 January - | |
| 31 December 2024 | 31 December 2023 | 31 December 2024 | 31 December 2023 | 31 December 2024 | 31 December 2023 | 31 December 2024 | 31 December 2023 | |
| Revenue | 101.011.518 | 96.373.142 | 66.163.810 | 54.677.381 | (5.524.401) | (6.405.145) | 161.650.927 | 144.645.378 |
| International revenue | 6.751.093 | 7.417.559 | − | − | − | − | 6.751.093 | 7.417.559 |
| Contributive revenue (*) | 95.797.998 | 90.227.778 | 65.852.929 | 54.417.600 | − | − | 161.650.927 | 144.645.378 |
| EBITDA | 32.487.330 | 27.259.457 | 30.715.397 | 21.218.271 | (54.634) | (78.153) | 63.148.093 | 48.399.575 |
| Contributive adjusted EBITDA (**) | 30.331.299 | 24.622.285 | 32.816.794 | 23.777.290 | − | − | 63.148.093 | 48.399.575 |
| Capital expenditure (***) | 28.057.026 | 25.311.261 | 13.450.284 | 11.963.111 | (43.713) | (91.085) | 41.463.597 | 37.183.287 |
| Impairments losses, net | (857.382) | (437.013) | (243.697) | (134.170) | − | − | (1.101.079) | (571.183) |
| Depreciation and amortization | (17.542.879) | (32.690.649) | (18.477.235) | (18.530.707) | − | − | (36.020.114) | (51.221.356) |
(*) "Contributive revenue" represents operating segments' revenues from companies other than those included in the consolidated financial statements. Group management still monitors financial performance of the segments based on their separate financial statements and because of this there is no change at the segment information disclosed. However, contribution of operating segments on the Group's revenue is presented to give additional information to the readers of the financial statements.
(**) "Contributive EBITDA" represents operating segments' EBITDA arose from transactions with companies other than those included in the consolidated financial statements and revised by allocation of intragroup charges for shared costs. Group management still monitors financial performance of the segments based on their separate financial statements and because of this there is no change at the segment information disclosed. However, contribution of operating segments on the Group's revenue is presented to give additional information to the readers of the financial statements.
(***) Capital expenditures do not include TL 1.112.546 (31 December 2023: TL 1.155.862) amounted profit margin which is capitalized on intangible assets that are accounted within the scope of TFRS Interpretation 12.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 1 January - | 1 January - | |||
|---|---|---|---|---|
| 31 December 2024 | 31 December 2023 | |||
| Fixed line contributive EBITDA | 30.331.299 | 24.622.285 | ||
| Mobile contributive EBITDA | 32.816.794 | 23.777.290 | ||
| EBITDA | 63.148.093 | 48.399.575 | ||
| Foreign exchange gains, interest income, discount income on current accounts presented in other operating income |
1.110.404 | 2.050.540 | ||
| Foreign exchange losses, interest income, discount income on current accounts presented in other operating |
expense (-) | (2.727.363) | (5.939.035) | |
| Exchange rate protected deposit fair value gains presented in income from investment activities |
3.611.838 | 5.841.643 | ||
| Financial income | 3.873.152 | 17.467.289 | ||
| Financial expense (-) | (31.355.825) | (45.658.149) | ||
| Depreciation, amortisation and impairment |
(36.404.264) | (51.237.115) | ||
| Monetary gain / (loss) | 23.398.708 | 34.027.782 | ||
| Consolidated profit before tax | 24.654.743 | 4.952.530 | ||
| 31 December 2024 | Fixed Line | Mobile | Eliminations | Consolidated |
| Total segment assets Total segment liabilities Goodwill Assets held for sale |
176.966.049 (111.441.743) 205.672 − |
107.417.192 (26.849.925) 496.853 662.171 |
(14.126.343) 14.126.343 − − |
270.256.898 (124.165.325) 702.525 662.171 |
| 31 December 2023 | Fixed Line | Mobile | Eliminations | Consolidated |
| Total segment assets Total segment liabilities Goodwill Assets held for sale |
201.418.992 (134.981.368) 205.672 − |
99.145.058 (23.672.479) 496.853 662.171 |
(19.428.438) 19.428.436 − − |
281.135.612 (139.225.411) 702.525 662.171 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Cash on hand | 5.428 | 3.881 |
| Cash at banks - demand deposit |
2.207.160 | 2.112.298 |
| Cash at banks - time deposit |
4.023.899 | 17.274.651 |
| Liquid fund (*) | 1.295.760 | 231.702 |
| 7.532.247 | 19.622.532 |
(*) Consists of a highly liquid, short-term liquid fund with immaterial risk of change in fair value.
As of 31 December 2024 time deposits are all short-term, maturing within one month and denominated in both foreign currencies and TL. The interest rates are between 5,50% and 55% for TL deposits, between 1% and 5,7% for USD deposits and between 2,85% and 3% for EUR deposits (31 December 2023: for TL deposits between 5,5% and 45%, for USD deposits between 1% and 6,09% for EUR deposits between 1% and 5%).
Reconciliation of cash and cash equivalents to the statement of cash flows is as follows:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Cash and cash equivalents Less: restricted amounts |
7.532.247 | 19.622.532 |
| - Collection protocols and ATM collection - Other |
(1.339.069) − |
(1.276.432) (3.116.300) |
| Unrestricted cash | 6.193.178 | 15.229.800 |
The Group classifies liquid fund amounts under cash and cash equivalents as they are easily convertible into cash and highly liquid assets that are not exposed to impairment loss.
As of 31 December 2024, demand deposits amounting to TL 1.339.069 is restricted due to collection protocols signed with banks for receipts from the subscribers, under which proceeds are made available to the Group a certain number of days after the cash is collected. As of 31 December 2024 other restricted amounts consist of blocked deposits related to Group's derivative financial instruments.
As of 31 December 2024, the Group maintains available credit line amounting to USD 62.710 until 1 June 2026 and EUR 124.010 until 19 August 2027, EUR 52.250 until 15 May 2027, EUR 3.920 until 29 May 2026, which in total amounted to EUR 180.180.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 31 December 2024 | 31 December 2023 | |||||
|---|---|---|---|---|---|---|
| Weighted average nominal interest |
Original | TL | Weighted average nominal interest |
Original | TL | |
| rate (%) | amount | equivalent | rate (%) | amount | equivalent | |
| Short-term bank loans: Unsecured TL bank loans with fixed interest rates Unsecured EUR bank borrowings with fixed interest rates |
45,05 7,25 |
7.271.028 50.000 |
7.271.028 1.836.810 |
22,24 | 12.048.445 − |
12.048.445 − |
| EUR bank borrowings with variable interest rates | − | − | − | 8,60 | 48.000 | 2.257.430 |
| Interest accruals: Unsecured TL bank loans with fixed interest rates Unsecured EUR bank loans with fixed interest rates Unsecured EUR bank loans with variable interest rates |
2.552.700 584 − |
2.552.700 21.455 − |
958.785 − 674 |
958.785 − 31.703 |
||
| Short-term bank loans | 11.681.993 | 15.296.363 | ||||
| Short-term portion of long-term bank loans: Unsecured USD bank loans with variable interest rates () Unsecured EUR bank loans with variable interest rates (*) |
5,64 3,96 |
58.357 111.004 |
2.058.841 4.077.857 |
6,90 4,50 |
107.170 65.990 |
4.555.007 3.103.474 |
| Interest accruals of long-term bank loans: Unsecured USD bank loans with variable interest rates () Unsecured EUR bank loans with variable interest rates (*) |
1.885 3.621 |
66.512 133.028 |
2.815 2.108 |
119.628 99.127 |
||
| Current portion of long-term bank loans | 6.336.238 | 7.877.236 | ||||
| Total short-term bank loans | 18.018.231 | 23.173.599 | ||||
| Long-term bank loans: Unsecured USD bank loans with variable interest rates (*) Unsecured EUR bank loans with variable interest |
6,01 | 222.570 | 7.852.328 | 7,0 | 232.509 | 9.882.212 |
| rates (**) | 3,85 | 433.696 | 15.932.352 | 4,95 | 325.879 | 15.326.047 |
| Total long-term bank loans | 23.784.680 | 25.208.259 |
(*) As at 31 December 2024, interest rate varies between Sofr + 0,54% and 2,73% (31 December 2023: Libor + 0,54% and 2,85%).
(**) As at 31 December 2024, interest rate varies between Euribor + 0,25% and 2,00%) (31 December 2023: Euribor + 0,25% and 4,65%).
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The contractual maturities of financial liabilities in equivalent of TL are as follows:
| 31 December 2024 | 31 December 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Up to 3 months |
3 months to 1 year |
1 year to 2 years |
2 year to 5 years |
More than 5 years |
Total | Up to 3 months |
3 months to 1 year |
1 year to 2 years |
2 year to 5 years |
More than 5 years |
Total | |
| Unsecured TL bank borrowings with fixed interest rates |
8.855.850 | 967.878 | − | − | − | 9.823.728 | 11.307.036 | 1.700.194 | − | − | − | 13.007.230 |
| Unsecured USD bank borrowings with variable interest rates |
573.123 | 1.552.230 | 4.558.501 | 2.549.920 | 743.907 | 9.977.681 | 722.745 | 3.951.890 | 2.190.593 | 7.005.928 | 685.691 | 14.556.847 |
| Unsecured EUR bank borrowings with fixed interest rates |
21.455 | 1.836.810 | − | − | − | 1.858.265 | − | − | − | − | − | − |
| Unsecured EUR bank borrowings with variable interest rates |
297.961 | 3.912.924 | 4.689.415 | 10.410.452 | 832.485 | 20.143.237 | 510.152 | 4.981.582 | 4.545.084 | 9.140.131 | 1.640.832 | 20.817.781 |
| 9.748.389 | 8.269.842 | 9.247.916 | 12.960.372 | 1.576.392 | 41.802.911 | 12.539.933 | 10.633.666 | 6.735.677 | 16.146.059 | 2.326.523 | 48.381.858 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 31 December 2024 | 31 December 2023 | |||||
|---|---|---|---|---|---|---|
| Weighted average nominal |
Weighted average nominal |
|||||
| interest rate (%) |
Original amount |
TL equivalent |
interest rate (%) |
Original amount |
TL equivalent |
|
| Short-term issued debt instruments: TL bills, bonds and notes issued |
45,00 | 250.000 | 250.000 | 32,74 | 3.031.954 | 3.031.954 |
| Interest accruals: TL bills, bonds and notes issued |
17.813 | 17.813 | 808.423 | 808.423 | ||
| The short-term portion of long-term issued debt instruments: USD issued debt instruments with fixed interest rates |
6,88 | 186.655 | 6.585.242 | 4,88 | 452.373 | 19.227.008 |
| Interest accruals of short-term portion of long-term issued debt instruments: USD issued debt instruments with fixed interest rates |
4.447 | 157.957 | 16.036 | 681.554 | ||
| Short-term issued debt instruments | 7.011.012 | 23.748.939 | ||||
| Long-term issued debt instruments: USD issued debt instruments with fixed interest rates |
7,38 | 497.571 | 17.554.458 | 6,88 | 476.874 | 20.268.347 |
| Long-term issued debt instruments | 17.554.458 | 20.268.347 | ||||
| Total issued debt instruments | 24.565.470 | 44.017.286 |
The sales process of the bond issuances amounted to USD 500.000 with 6 years of maturity, and 6,875% coupon rate based on 7% reoffer yield was completed on 28 February 2019. The bonds are now quoted at Irish Stock Exchange. The part of the bond amounting to USD 17.500 was repurchased in 2022, the related amount was accounted for by deducting the amortized cost using the effective interest rate and the total bond amount.
On 22 May 2024, USD 300.000 of the bond in question was redeemed. Loss of TL 24.243 resulting from redemption was reflected in the profit and loss statement.
The sales process of the bond issuances amounted to USD 500.000 with 10 years of maturity, and 4,875% coupon rate based on 4,982% reoffer yield was completed on 19 June 2014. The bonds are now quoted at Irish Stock Exchange. The part of the bond amounting to USD 20.000 was repurchased in 2019, a portion of USD 5.000 was repurchased in 2022 and a portion of USD 17.500 was repurchased in 2023, the relevant amounts are accounted for by deducting the appropriate values and total bond managers.
On 31 April 2023, TL 1.808.500 was issued with a maturity of 380 days and priced at 32,5% annual simple interest incoming. Ak Yatırım Menkul Kıymetler A.Ş. mediated.
On 31 January 2023, TL 291.500 was issued with a maturity of 177 days and priced at 32% annual simple interest incoming. Ziraat Yatırım Menkul Değerler A.Ş. mediated.
On 20 May 2024, a bond of USD 500.000 with a maturity of 5 years and a coupon rate of 7,375% was issued and priced at a resale yield of 7,5%. The bond in question is listed on the Irish Stock Exchange.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
On 5 November 2024, a TL 250.000 sukuk was issued with a maturity of 93 days, priced at 45% annual simple interest yield. The issuance of the bond in question was carried out by Emlak Varlık Kiralama A.Ş. mediated.
The contractual maturities of issued long term bills, bonds and notes in equivalent of TL are as follows:
| 31 December 2024 | 31 December 2023 | ||||||
|---|---|---|---|---|---|---|---|
| Up to 3 months |
4 year to 5 years |
Total | Up to 3 months |
3 months to 1 year |
1 year to 2 years |
Total | |
| TL issued debt instruments with fixed interest rates |
267.813 | − | 267.813 | 3.840.377 | − | − | 3.840.377 |
| USD issued debt instruments with fixed interest rates |
6.743.199 | 17.554.458 | 24.297.657 | 551.088 | 19.357.474 | 20.268.347 | 40.176.909 |
| 7.011.012 | 17.554.458 | 24.565.470 | 4.391.465 | 19.357.474 | 20.268.347 | 44.017.286 |
As at 31 December 2024, obligation under leases detail are as follows:
| 31 December 2024 | 31 December 2023 | |||||
|---|---|---|---|---|---|---|
| Currency | Interest rate type | Nominal interest rate | Carrying | Nominal interest rate | Carrying | |
| amount | amount | |||||
| Lease liabilities | TL | Fixed | %9,0-%50,0 | 3.954.026 | %9,0-%21,5 | 2.297.038 |
| Lease liabilities | EUR | Fixed | %2,5-%4,5 | 140.891 | %3,3-%4,5 | 350.641 |
| Lease liabilities | USD | Fixed | %7,8 | 54.221 | %4,0 | 65.265 |
| Lease liabilities | Other | Fixed | %3,3 | 10.048 | %3,2 | 3.862 |
| 4.159.186 | 2.716.806 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Short-term | ||
| Receivables from subscribers | 23.604.002 | 21.909.210 |
| Other trade receivables (*) | 851.731 | 890.163 |
| Allowance for doubtful receivables (-) | (3.740.401) | (4.446.898) |
| Total short-term trade receivables | 20.715.332 | 18.352.475 |
| Long-term | ||
| Receivables from subscribers | 60.952 | 351.598 |
| Total long-term trade receivables | 60.952 | 351.598 |
(*) Other trade receivables mainly consist of corporate project receivables.
Trade receivables generally have a maturity term of 60 days on average (31 December 2023: 60 days).
The movement of the allowance for doubtful receivables is as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| At January 1 | (4.446.898) | (9.806.748) |
| Provision for the year, net | (774.566) | (554.110) |
| Receivables written off (*) | 30.247 | 2.269.717 |
| Change in currency translation differences | (12.508) | 12.291 |
| Inflation Effect | 1.463.324 | 3.631.952 |
| At 31 December | (3.740.401) | (4.446.898) |
The Group waits up to 90 days before initiating legal action for overdue receivables. Based on its previous collection performance from overdue receivables, the Company expects to make significant collections from its overdue receivables.
(*) The Group has written off all doubtful receivables meeting the conditions within the scope of the amendment made in the temporary article 2 of the Income Tax Law No. 7420.
Receivables guaranteed of the Group are amounted to TL 603.760 (31 December 2023: TL 1.098.810).
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Short-term Contract assets from sale of goods and service contracts |
7.606.069 | 5.142.479 |
| 7.606.069 | 5.142.479 | |
| Long-term Contract assets from sale of goods and service contracts |
51.493 | 31.508 |
| 51.493 | 31.508 |
The contract assets represent contract assets from subscribers. Due to the high volume of subscribers, different billing period are available, an accrual is made at the end of each reporting period to accrue revenue for services rendered but not billed. In addition, income an accrual is made for the not billed of the contributions services.
As of the reporting period, the portion of the accrued income to be invoiced one year later is presented in the long term contract assets.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Short-term | ||
| Trade payables | 16.831.695 | 18.109.860 |
| Expense accruals | 4.970.189 | 1.944.767 |
| Total short-term trade payables | 21.801.884 | 20.054.627 |
The average maturity term of trade payables is between 30 and 150 days (31 December 2023: 30 and 150 days). As of 31 December 2024, short term trade payables consists of payables within scope of supplier finance that amounting TL 395.767 (31 December 2023: TL 961.610).
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The carrying amounts of right-of-use assets as of 31 December 2024 are as below:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Site rent | 5.230.789 | 5.936.077 |
| Vehicles | 2.601.799 | 747.394 |
| Building | 732.040 | 1.030.436 |
| Other | 286.170 | 347.023 |
| Right of use assets | 8.850.798 | 8.060.930 |
As at 31 December 2024 the Group capitalized TL 6.331.758 right of use asset (31 December 2023: TL 3.634.030).
As at 31 December 2024, the Group recognised TL 5.571.010 of depreciation charges (Field rent: TL 2.194.474, Building: TL 881.131, Vehicle: TL 1.985.577 and Other: TL 509.828) (31 December 2023: TL 3.822.884) and TL 1.440.208 of financial expense from these leases (31 December 2023: TL 642.257).
All intra-group transactions and balances including intra-group unrealized profits and losses are eliminated for consolidation purposes and are not disclosed in this note.
Institutions under state control are defined as related parties due to 25% ownership and the golden share of the Treasury and 61,68% ownership of Turkey Wealth Fund. State controlled entities are defined as related parties but in accordance with the exemption provided by the TAS 24 disclosure requirements, state controlled entities are excluded from general reporting requirements.
The Group carries out transactions with many of these institutions in line with its peers. Banking transactions such as loans and deposits with banks under the control of the Turkey Wealth Fund or in which it has significant influence are also carried out in accordance with their peers. Other transactions consist of corporate tax, value added tax, special communication tax, treasury share and regulatory fees such as fees.
Details of balances and transactions between the Group and other related parties as at 31 December 2024 and 31 December 2023 are disclosed below:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Short-term due from related parties (Trade | ||
| receivables) | ||
| Other | 1.142.227 | 910.311 |
| 1.142.227 | 910.311 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Short-term due to from related parties (Trade | ||
| payables) | ||
| Other | 120.806 | 301.405 |
| 120.806 | 301.405 | |
| Deposits held by related parties | 31 December 2024 | 31 December 2023 |
| Time Deposit | ||
| Türkiye Vakıflar Bankası Türk Anonim Ortaklığı | 1.229.119 | 1.888.561 |
| T.C. Ziraat Bankası A.Ş. | 499.109 | 3.742.410 |
| Türkiye Halk Bankası A.Ş. | 123.541 | 150.760 |
| Other | 174.475 | 89.121 |
| Demand Deposit | ||
| Türkiye Vakıflar Bankası Türk Anonim Ortaklığı | 49.490 | 50.495 |
| T.C. Ziraat Bankası A.Ş. | 48.081 | 39.229 |
| Türkiye Halk Bankası A.Ş. | 87.569 | 125.931 |
| Other | 635 | 10.147 |
| 2.212.019 | 6.096.654 | |
| Bank loans from related parties | 31 December 2024 | 31 December 2023 |
| Ziraat Katılım Bankası A.Ş. | 579.000 | 777.760 |
| T.C. Ziraat Bankası A.Ş. | 44.750 | 70.745 |
| Türkiye Vakıflar Bankası Türk Anonim Ortaklığı | − | 2.673.495 |
| 623.750 | 3.522.000 | |
| Currency Protected Time Deposit | ||
| from related parties | 31 December 2024 | 31 December 2023 |
| Türkiye Vakıflar Bankası Türk Anonim Ortaklığı | 1.048.294 | 986.186 |
| Ziraat Katılım Bankası A.Ş. | 579.134 | 734.728 |
| 1.627.428 | 1.720.914 |
The amount of the guarantee given to the related companies for the financing of the device purchases by the distributor companies and sold to the Group customers within the scope of the committed campaigns is disclosed in Note 12.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
TT Mobil is required under the terms of the TT Mobil Concession Agreement, to pay 15% share to the Treasury (the Treasury Share) of its monthly gross revenue. Besides, the Company and its other subsidiaries that are operating in the telecommunications sector are required to pay universal service fund at 1% of their net revenues of each year and ICTA share at 0,35% of revenues to the Ministry of Transport, Maritime Affairs and Communications under the law Global Service Act numbered 5369. Also, according to Law numbered 7061 "Legislation on Amendment of Certain Tax Legislation and Other Certain Legislation, TT Mobil is required to pay 5% share (radio fee) of its monthly net revenue to ICTA.
As of 31 December 2024, unpaid portion of Treasury Share, universal service fund and ICTA share are recorded under other short term payables and these expenses are accounted in cost of sales account.
| 1 January - | 1 January - | |
|---|---|---|
| Interest income from related parties |
31 December 2024 | 31 December 2023 |
| Türkiye Vakıflar Bankası Türk Anonim Ortaklığı | 812.875 | 533.865 |
| T.C. Ziraat Bankası A.Ş. | 366.909 | 409.398 |
| Ziraat Katılım Bankası A.Ş. | 223.857 | 146.256 |
| Türkiye Halk Bankası A.Ş. | 110.724 | 240.970 |
| 1.514.365 | 1.330.489 | |
| Interest expense from related parties | ||
| Türkiye Vakıflar Bankası Türk Anonim Ortaklığı | 807.899 | 577.912 |
| Ziraat Katılım Bankası A.Ş. | 231.584 | 172.751 |
| T.C. Ziraat Bankası A.Ş. | 68.424 | 369.826 |
| Türkiye Halk Bankası A.Ş. | 6.346 | 6.955 |
| 1.114.253 | 1.127.444 | |
| Income from related parties | ||
| Superonline İletişim Hizmetleri A.Ş. | 2.207.984 | 2.069.264 |
| Turkcell İletişim Hizmetleri A.Ş. | 1.138.491 | 1.656.718 |
| Türksat Uydu Haberleşme Kablo TV ve İşletme A.Ş. | 932.548 | 1.277.845 |
| THY A.O. | 917.194 | 636.420 |
| Enerji Piyasaları İşletme A.Ş. | 306.811 | 456.211 |
| Türkiye Vakıflar Bankası Türk Ananim Ortaklığı | 257.969 | 197.182 |
| Türkiye Halk Bankası A.Ş. | 179.924 | 209.377 |
| T.C. Ziraat Bankası A.Ş. | 157.772 | 781.893 |
| Other | 507.962 | 814.280 |
| 6.606.655 | 8.099.190 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Transactions with related parties (continued)
| 1 January - | 1 January - | |
|---|---|---|
| Expenses from related parties | 31 December 2024 | 31 December 2023 |
| Turkcell İletişim Hizmetleri A.Ş. | 1.170.750 | 1.643.892 |
| PTT A.Ş. | 1.137.604 | 755.912 |
| Enerji Piyasaları İşletme A.Ş. | 742.546 | 1.541.129 |
| THY A.O. | 139.432 | 202.178 |
| Türksat Uydu Haberleşme Kablo TV ve İşletme A.Ş. | 137.974 | 273.329 |
| Kule Hizmet ve İşletmecilik A.Ş. | 129.685 | 160.201 |
| Other | 145.250 | 327.330 |
| 3.603.241 | 4.903.971 |
The Group generates revenues from related parties by providing fixed voice, corporate data, mobile and internet services. The Group's related party expenses consist of energy, call termination, billing and content, satellite frequency-base services.
The remuneration of board of directors and other members of key management were as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Short-term benefits | 481.632 | 432.586 |
| Long-term benefits | 16.125 | 14.243 |
| 497.757 | 446.829 |
Key management personnel comprise the Group's members of Board of Directors and top managers.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Other short term receivable (*) |
2.837.211 | 353.976 |
| Deposits and guarantees given | 30.228 | 22.945 |
| Other doubtful receivables | 63.951 | 93.296 |
| Allowance for other doubtful receivables (-) | (63.951) | (93.299) |
| 2.867.439 | 376.918 |
(*) The majority of other short-term receivables consist of insurance receivables.
As of 31 December 2024, TL 45.760 (31 December 2023: TL 84.115) portion of other short term receivables consists of receivables from Ministry of Transport and Communications due to the expenses made under Universal Service Fund.
As of 31 December 2024, other doubtful provision amounting to TL 16.465 (31 December 2023: TL 20.587) is provided while TL 18.303 (31 December 2023: TL 18.162) is reversed.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Deposits and guarantees given | 151.001 | 113.378 |
| 151.001 | 113.378 |
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Taxes and duties payable | 2.468.699 | 1.919.220 |
| ICTA shares | 991.661 | 921.626 |
| Universal Service Fund (*) | 508.475 | 727.917 |
| Treasury share accruals | 1.104.312 | 846.600 |
| Other payables (**) | 690.987 | 252.944 |
| 5.764.134 | 4.668.307 |
(*) According to the article numbered 5369 related with "International Service Fund" published on 16 June 2005, Türk Telekom, TTNet and AssisTT will contribute 1% of their net revenues of each year to the Ministry of Transportation as Universal Service Fund. The contribution is payable by the end of April of the following year.
(**) As of 31 December 2024, amounting to TL 71.127 in other short term payables is comprised of guarantees given for borrowings of distributors which are utilized in financing of equipment purchases that will be sold to Group's customers as part of commitment sales.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Other long term payables | ||
|---|---|---|
| 31 December 2024 | 31 December 2023 | |
| Deposits and guarantees received Other payables |
159.574 55 |
138.491 − |
| 159.629 | 138.491 |
The Group has inventory amounting to TL 2.746.982 as at 31 December 2024 (31 December 2023: TL 1.911.188). Major part of this balance is composed of modems, computer, tablet, dect phones, cable, cable box and SIM cards.
The Group calculates deferred tax assets and liabilities based on temporary differences arising between the carrying amount of assets and liabilities as reported under Turkish Accounting Standards and their tax base for statutory purposes. These temporary differences are mainly due to the timing differences of certain income and expense items in statutory and Turkish Accounting Standards financial statement as disclosed below.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
As at 31 December 2024, 25% tax rate is used for the calculation of deferred tax assets and liabilities (31 December 2023: 25%).
| Deferred tax assets | Deferred tax liability | Deferred tax asset / (liability), net | ||||
|---|---|---|---|---|---|---|
| 31 December 2024 |
31 December 2023 |
31 December 2024 |
31 December 2023 |
31 December 2024 |
31 December 2023 |
|
| Deferred tax asset recognized from tax losses | ||||||
| carried forward | 5.962.648 | 7.588.989 | − | − | 5.962.648 | 7.588.989 |
| Deferred tax asset arising from capital increase |
868.320 | 954.609 | − | − | 868.320 | 954.609 |
| Deferred tax asset recognized from capital allowance |
2.559.795 | 5.212.348 | − | − | 2.238.139 | 5.212.348 |
| Provision for long-term employee benefits | 1.627.265 | 1.189.423 | − | − | 1.627.265 | 1.189.423 |
| Provision for doubtful receivables | 190.630 | 181.364 | − | − | 190.630 | 181.364 |
| Derivative instruments | − | − | (127.083) | (1.597.909) | (127.083) | (1.597.909) |
| Issued debt instruments | 202.122 | 97.336 | − | − | 202.122 | 97.336 |
| Temporary differences on property, plant and equipment / intangible assets |
678.401 | 4.201.785 | (16.030.228) | (7.383.405) | (15.351.827) | (3.181.620) |
| R&D investment incentive | 1.188.224 | 671.490 | − | − | 1.188.224 | 671.490 |
| Other | 2.628.467 | 1.968.972 | (2.051.211) | (710.601) | 898.912 | 1.258.371 |
| Deferred tax asset / (liability) before net-off | 15.905.872 | 22.066.316 | (18.208.522) | (9.691.915) | (2.302.650) | 12.374.401 |
| Net-off of tax | (12.871.341) | (9.365.061) | 12.871.341 | 9.365.061 | − | − |
| Net deferred tax asset / (liability) | 3.034.531 | 12.701.255 | (5.337.181) | (326.854) | (2.302.650) | 12.374.401 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
In the consolidated financial statements for the period ended 31 December 2024, the Group has accounted deferred tax assets amounting to TL 5.962.648 for the deductible losses. (31 December 2023: TL 7.588.989). The expiry dates of them are as follows:
| 31 December 2024 | |
|---|---|
| 2025 | 1.945 |
| 2026 | 538.609 |
| 2027 | 986.445 |
| 2028 | 2.037.807 |
| 2029 | 2.396.205 |
| Unlimited | 1.637 |
| 5.962.648 |
As of 31 December 2024, the Group does not have financial losses for deferred tax assets are allocated.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Intermediary services for collection (*) Value Added Tax ("VAT") and Special |
1.714.747 | 1.765.719 |
| Communication Tax ("SCT") | 1.142.058 | 996.598 |
| Advances given (**) | 103.394 | 58.963 |
| Other current assets | 13.157 | 33.111 |
| 2.973.356 | 2.854.391 |
(*) Intermediary services for collections consist of advances given by the Group to its distributors.
(**) Advances given mainly consists of advances given to suppliers.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Other liabilities | 720.149 | 699.355 |
| 720.149 | 699.355 |
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Payables to personnel | 507.867 | 486.687 |
| Social security premiums payable | 994.265 | 1.330.411 |
| Employee's income tax payables | 526.442 | 388.370 |
| 2.028.574 | 2.205.468 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Short-term prepaid expenses
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Other prepaid expenses (*) | 1.157.850 | 1.553.289 |
| Prepaid rent expenses | 63.606 | 41.255 |
| 1.221.456 | 1.594.544 |
(*) Other short-term prepaid expenses consist of advances given for fixed asset purchases, prepaid insurance, prepaid maintenance, prepaid advertising and other prepaid expenses.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Other prepaid expenses | 148.321 | 205.476 |
| Prepaid rent expenses | 3.619 | 2.236 |
| 151.940 | 207.712 |
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Contract liabilities from sale of goods and service contracts (*) |
3.553.215 | 3.049.776 |
| 3.553.215 | 3.049.776 |
(*) Short-term contract liabilities mainly consist of invoiced but unconsumed minutes, deferred monthly fixed fee revenues due to the allocation of total consideration in the contract to all products and services under TFRS 15 and TTINT's indefeasible right of use contracts.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Contract liabilities from sale of goods and service contracts (*) |
2.961.397 | 4.280.373 |
| 2.961.397 | 4.280.373 |
(*) Long-term contract liabilities consist of advances received from customer and the remaining mainly consist of TTINT's indefeasible right of use contracts. As of 31 December 2024, Group is expected that 20% of the liabilities arising from long-term contract liabilities will be recognised as revenue in 2024 and 80% in the following years.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Short term financial assets | ||
| Currency protected time deposit (*) | 10.538.921 | 11.302.376 |
| Long term financial assets | ||
| Investment funds (**) | 232.765 | 103.609 |
| Other (***) | 168.878 | 148.930 |
| 10.940.564 | 11.554.915 |
(*) Currency protected time deposit accounts are classified as financial assets at fair value through profit or loss.
The Group has converted its foreign currency deposit accounts amounting to USD 237.057 and EUR 20.000 (31 December 2023: USD 244.137 and EUR 20.000) into "Currency Protected TL Time Deposit Accounts". Maturity of currency protected time deposit accounts is between 90-360 days (31 December 2023: 90-360 Days).
(**) It consists of TT Ventures Venture Capital Investment Fund investments of group companies. The fund aims to invest in innovative technology start-ups with global growth potential and to provide financial returns to its investors.
The Group indirectly holds its investment in its subsidiary, which has a significant influence, through its contribution payments to the established Venture Capital Investment Fund. The Group measure this investment at fair value through profit or loss in accordance with TFRS 9.
(***) The amounting to TL 54.951 in other consists of growth equity private equity fund investment (31 December 2023: TL 29.126).
In the periods in which the cash flows related to the hedged item affect profit or loss, accumulated gain/loss of related hedged instruments in equity are reclassified in profit or loss, As of the year ended 31 December 2024, TL 469.860, including tax effect, are reclassified to financial expenses in the statement of profit or loss from gain on cash flow hedges in equity.
As of 31 December 2024 fair value of participating cross currency swap transactions amounting to TL 1.038.633 has been recognized under short term derivative financial assets (31 December 2023: TL 5.972.622).
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Cross currency swap transaction (continued)
| Notional | Fair Value Amount as at |
||||
|---|---|---|---|---|---|
| Company | Amount (USD) |
Trade Date | Amendment Date | Terms | 31 December 2024 (TL) |
| Türk Telekom | 50.000 | 17 December 2020 | Pay TL and receive USD at February 2025 | 369.754 | |
| Türk Telekom | 13.662 | 27 September 2019 - 6 September 2021 |
Pay TL and receive USD between March 2020 - September 2025 |
67.898 | |
| Türk Telekom | 50.000 | 3 July 2024 | Pay TL and receive USD between July 2024 - February 2025 |
48.926 | |
| Türk Telekom | 45.000 | 13-16 May 2024 | Pay TL and receive USD between August 2024 - February 2025 |
42.964 | |
| Türk Telekom | 7.750 | 25 October 2018 - 18 July 2019 |
11 June 2021 | Pay TL and receive USD between April 2019 - April 2025 |
41.305 |
| Türk Telekom | 55.000 | 21 August 2024 | Pay TL and receive USD between August 2024 - February 2025 |
25.487 | |
| Türk Telekom | 4.699 | 13 November 2018 - 19 July 2019 |
14 June 2021 | Pay TL and receive USD between September 2019 - September 2025 |
21.821 |
| Türk Telekom | 18.182 (*) | 27 - 28 March 2018 | 12 November - 2 December 2020 |
Pay TL and receive EUR between December 2020 - December 2025 |
241.896 |
| Türk Telekom | 15.990 (*) | 18 August 2021 | Pay TL and receive EUR between October 2021 - December 2025 |
107.253 | |
| Türk Telekom | 9.670 (*) | 13 August 2021 | Pay TL and receive EUR between October 2021 - December 2025 |
60.093 | |
| Türk Telekom | 50.000 (*) | 25 October 2024 | Pay TL and receive EUR between August 2024 - February 2025 |
11.236 | |
| 1.038.633 |
(*) Nominal amount of indicated operations are Euro.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Notional Amount |
Fair Value Amount as at 31 December |
||||
|---|---|---|---|---|---|
| Company | (USD) | Trade Date | Amendment Date | Terms | 2023 (TL) |
| Türk Telekom | 500.000 | 31 March 2016 - 3 August 2018 |
21 October 2020 - 18 February 2022 |
Pay TL and receive USD at June 2024 | 3.641.944 |
| Türk Telekom | 37.500 | 14 November 2018 | 11 - 21 June 2021 | Pay TL and receive USD between October 2019 - April 2024 |
323.979 |
| Türk Telekom | 23.230 | 25 October 2018 - 18 July 2019 |
11 June 2021 | Pay TL and receive USD between April 2019 - April 2025 |
174.740 |
| Türk Telekom | 50.000 | 17 December 2020 | Pay TL and receive USD at February 2025 | 442.895 | |
| Türk Telekom | 27.324 | 27 September 2019 - 6 September 2021 |
Pay TL and receive USD between March 2020 - September 2025 |
191.015 | |
| Türk Telekom | 19.695 | 13 November 2018 - 19 July 2019 |
14 June 2021 | Pay TL and receive USD between September 2019 - September 2025 |
140.111 |
| Türk Telekom | 36.364 (*) | 27 - 28 March 2018 | 12 November - 2 December 2020 |
Pay TL and receive EUR between December 2020 - December 2025 |
624.697 |
| Türk Telekom | 26.660 (*) | 18 August 2021 | Pay TL and receive EUR between October 2021 - December 2025 |
243.782 | |
| Türk Telekom | 19.340 (*) | 13 August 2021 | Pay TL and receive EUR between October 2021 - December 2025 |
158.884 | |
| Türk Telekom | 4.873 (*) | 27 - 28 June 2019 | 10 November 2021 | Pay TL and receive EUR between September 2019 - September 2024 |
30.575 |
| 5.972.622 |
(*) Nominal amount of indicated operations are Euro.
As of 31 December 2024 fair value of participating cross currency swap transactions amounting to TL 6.463 has been recognized under short term derivative financial asset (31 December 2023: TL 30 recognized under short term derivative financial liability).
| Company | Notional Amount (Tonnes) |
Trade Date | Terms | Fair Value Amount as at 31 December 2024 (TL) |
|---|---|---|---|---|
| Türk Telekom | 212 | 18 April 2024 | Pay floating price and receive fixed price at January 2025 | 6.463 |
| 6.463 | ||||
| Company | Notional Amount (Tonnes) |
Trade Date | Terms | Fair Value Amount as at 31 December 2023 (TL) |
| Türk Telekom | 72 | 23 August 2023 | Pay floating price and receive fixed price between August - December 2023 |
(30) |
| (30) |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
As of 31 December 2024, fair value of derivative transactions amounting to TL 131.338 is recognized under short term derivative financial assets and TL 668.101 is recognized under short term financial liabilities (31 December 2023: TL 634.604 is recognized under short term derivative financial assets and TL 169.535 is recognized under short term financial liabilities).
| Company | Notional Amount (USD) |
Trade Date | Terms | Fair Value Amount as at 31 December 2024 (TL) |
|---|---|---|---|---|
| TTINT Türkiye | 10.000 | 16 June 2016 | Pay EUR and receive USD between December 2016 and June 2026 |
37.627 |
| Türk Telekom | 15.390 (*) | 16 August 2021 | Pay TL and receive EUR between September 2021 - March 2026 | 93.711 |
| 131.338 |
| Company | Notional Amount (USD) |
Trade Date | Terms | Fair Value Amount as at 31 December 2023 (TL) |
|---|---|---|---|---|
| TTINT Türkiye | 16.667 | 16 June 2016 | Pay EUR and receive USD between December 2016 and June 2026 |
47.950 |
| Türk Telekom | 29.281(*) | 16 August 2021 | Pay TL and receive EUR between September 2021 - March 2026 | 234.712 |
| Türk Telekom | 27.500 (*) | 3 October 2023 | Pay USD and receive EUR at January 2024 | 61.520 |
(*) Nominal amount of indicated operations are Euro.
| Notional Amount |
Fair Value Amount as at 31 December |
|||
|---|---|---|---|---|
| Company | (USD) | Trade Date | Terms | 2023 (TL) |
| Türk Telekom | 10.000 | 7 December 2023 | Pay EUR and receive USD at January 2024 | (10.297) |
| (10.297) |
344.182
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Cross Currency swaps instruments which are not designated as hedge (continued) Futures
| Company | Notional Amount (USD) |
Trade Date | Terms | Fair Value Amount as at 31 December 2023 (TL) |
|---|---|---|---|---|
| Türk Telekom | 196.202 | 13 November - 19 December 2023 |
Net TL settlement at January 2024 based on the difference between contract price and contract closing price |
31.893 |
| TT Mobil | 252.692 | 16 November - 27 December 2023 |
Net TL settlement between January - February 2024 based on the difference between contract price and contract closing price |
33.255 |
65.148
| Notional Amount |
Fair Value Amount as at 31 December |
|||
|---|---|---|---|---|
| Company | (USD) | Trade Date | Terms | 2023 (TL) |
| Türk Telekom | 90.000 | 15 November - 28 November 2023 |
Net TL settlement at January 2024 based on the difference between contract price and contract closing price |
(29.297) |
| (29.297) |
| Company | Notional Amount (USD) |
Trade Date | Terms | Fair Value Amount as at 31 December 2024 (TL) |
|---|---|---|---|---|
| Türk Telekom | 535.000 | 28 June - 30 September 2024 |
Pay TL and receive USD between January - February 2025 | (258.748) |
| Innova | 380.000 (*) | 28 June - 30 September 2024 |
Pay TL and receive EUR between January - February 2025 | (409.353) |
| (668.101) |
| Company | Notional Amount (USD) |
Trade Date | Terms | Fair Value Amount as at 31 December 2023 (TL) |
|---|---|---|---|---|
| 25 September - | ||||
| Türk Telekom | 137.500 | 26 December 2023 | Pay TL and receive USD between January - March 2024 | 33.243 |
| Türk Telekom | 184.500 (*) | 3 October - 22 December 2023 |
Pay TL and receive EUR between January - March 2024 | 192.017 |
| Innova | 200 (*) | 5 December 2023 | Pay TL and receive EUR at April 2024 | 14 |
| 225.274 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Cross Currency swaps instruments which are not designated as hedge (continued)
| Company | Notional Amount (USD) |
Trade Date | Terms | Fair Value Amount as at 31 December 2023 (TL) |
|---|---|---|---|---|
| Türk Telekom | 314.957 | 22 September - 27 December 2023 |
Pay TL and receive USD between January - March 2024 | (129.674) |
| Innova | 1.250 | 5 December 2023 | Pay TL and receive USD at April 2024 | (267) |
| (129.941) |
(*) Nominal amount of indicated operations are Euro.
The Company utilized a loan amounting to EUR 150.000 in order to hedge its net investment in a foreign operation with a Euro functional currency. Foreign exchange gain and/or loss resulting from the subsidiary's net investment portion of this loan is reclassified to reserve for hedge of net investment in a foreign operation under equity.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Goodwill of TT Mobil Goodwill of Argela Goodwill of Innova |
496.853 132.891 72.781 |
496.853 132.891 72.781 |
| 702.525 | 702.525 |
The Group performs impairment analysis for goodwill and other non-current asset groups annually as at 31 December. The Group has performed impairment analysis for all of the identified cash generating units.
TT Mobil have been considered as a single cash generating unit and has been tested for impairment together for goodwill and all other assets. Recoverable amount is calculated through based on 5 years business plan which is approved by the management.
The discount ratio used for the cash flows is 32,5% (31 December 2023: 29,2%). Cash flow projections after 2029 are estimated by using 10,8% growth rate, considering the inflation rate used in the business plan and expected growth rate of TT Mobil. Company value of TT Mobil has been tested at a sensitivity of WACC terminal growth rate by +1%/-1% (31 December 2023: +1%/-1%). As a result of the impairment test, it has been noted that there is no impairment is identified on goodwill arising on the TT Mobil acquisition.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Innova and Argela, are both considered as single cash generating unit and are tested for impairment of for goodwill and all of their other assets. Recoverable amount was determined through the usage value which is calculated based on the 5 years business plan approved by the management. The estimated value of the projected cash flows consists of the discounted cash flows until 2029. Cash flow projections beyond 2029 are estimated by using 10,8% growth rate, for both Innova and Argela, respectively, considering the inflation rate used in the business plan and expected growth rate of the country. The discount ratio used for the cash flows is 32,5% for Innova (31 December 2023: 35%) and 36,3% for Argela (31 December 2023: 40,3%). Valuation has been tested at a sensitivity of +1%/-1%. For the WACC calculation, technology companies have been taken as a benchmark for the calculation of the beta coefficient. As a result of the impairment test, no impairment is identified for the cash generating units and the goodwill arising from the acquisition of Argela and Innova.
As of 31 December 2024, based on the decision of Board of Directors to sell a real estate, this asset was classified as held for sale.
Asset held for sale for the years ended 31 December 2024 and 31 December 2023 is given net book value TL 662.171 and TL 662.171, respectively.
The movement of investment property and the related accumulated depreciation for the years ended 31 December 2024 and 31 December 2023 is given below:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Cost | ||
| Opening balance | 575.271 | 575.271 |
| As at 31 December | 575.271 | 575.271 |
| Accumulated depreciation | ||
| Opening | (427.674) | (401.850) |
| Depreciation charge for the year | (1.924) | (25.824) |
| As at 31 December | (429.598) | (427.674) |
| Net book value as at 31 December | 145.673 | 147.597 |
Investment property consists of number of buildings and lands mainly occupied by various corporations.
The Group assesses whether there is any impairment indicator in investment properties. If such indicator exists the Group compares fair values and carrying values of the investment properties on an individual asset basis and records identified impairment of the investment properties.
The fair value of the Group's investment properties has been determined by a valuation company independent of the Group. As of 31 December 2024, the fair value of investment properties valued by real estate appraisal companies licensed by CMB is determined as TL 828.457 (31 December 2023: TL 753.718) (Note 19
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The movement of PPE and the related accumulated depreciation for the years ended 31 December 2024 and 31 December 2023 is given below:
| Land | Buildings | Network and other equipment |
Vehicles | Furniture and fixtures |
Other fixed assets |
Construction in progress |
Total | |
|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||
| Opening balance, 1 January 2024 | 38.408.488 | 29.225.985 | 616.015.925 | 2.249.026 | 13.467.752 | 3.155.980 | 5.583.585 | 708.106.741 |
| Transfer | − | 809 | 4.203.886 | − | 120.475 | 7.789 | (7.239.120) | (2.906.161) |
| Additions | 109.003 | 669.332 | 6.813.101 | 142.862 | 333.729 | 13.587 | 13.337.472 | 21.419.086 |
| Impairment | (384.919) | − | − | − | − | − | − | (384.919) |
| Revaluation | (1.459.843) | − | − | − | − | − | − | (1.459.843) |
| Disposal | − | (1.157) | (432.137) | (2.228) | (79.177) | (6.819) | − | (521.518) |
| Foreign currency translation differences | (12.884) | (41.912) | (3.183.461) | (224) | (42.729) | (6.966) | (37.956) | (3.326.132) |
| Closing balance, 31 December 2024 |
36.659.845 | 29.853.057 | 623.417.314 | 2.389.436 | 13.800.050 | 3.163.571 | 11.643.981 | 720.927.254 |
| Accumulated depreciation | ||||||||
| Opening balance, 1 January 2024 | − | 25.307.840 | 556.652.302 | 1.854.279 | 11.515.913 | 3.065.963 | − | 598.396.297 |
| Transfer | − | − | (38.545) | − | − | − | − | (38.545) |
| Depreciation charge for the year | − | 235.083 | 10.824.178 | 140.654 | 519.731 | 41.535 | − | 11.761.181 |
| Disposal | − | (1.268) | (310.037) | (2.195) | (54.682) | (140) | − | (368.322) |
| Impairment | − | − | − | − | (769) | − | − | (769) |
| Foreign currency translation differences | − | (29.987) | (2.357.993) | (1.436) | (30.368) | (17.739) | − | (2.437.523) |
| Closing balance, 31 December 2024 |
||||||||
| − | 25.511.668 | 564.769.905 | 1.991.302 | 11.949.825 | 3.089.619 | − | 607.312.319 | |
| Net book value, 31 December 2024 | 36.659.845 | 4.341.389 | 58.647.409 | 398.134 | 1.850.225 | 73.952 | 11.643.981 | 113.614.935 |
As of 31 December 2024, the Group has a license purchased through financial leasing (31 December 2023: nil).
The Group does not have any capitalized borrowing cost on property, plant and equipment (31 December 2023: nil).
There is no restriction or pledge on the tangible as at 31 December 2024.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
As of 31 December 2024, the net decrease of 1.459.843 TL in the book value of the lands valued by CMB licensed real estate appraisal companies was net of tax effects and recorded as other comprehensive expense. Market approach method is used in land valuations. Valuation companies that performed the valuations are Akademi Gayrimenkul Değerleme ve Danışmanlık A.Ş., Atak Gayrimenkul Değerleme A.Ş., Bilgi Gayrimenkul Değerleme A.Ş., DE-GA Gayrimenkul Değerleme ve Danışmanlık A.Ş., Değer Gayrimenkul Değerleme ve Danışmanlık A.Ş., Düzey Gayrimenkul Değerleme ve Danışmanlık A.Ş., Ekip Taşınmaz Değerleme A.Ş., Eksen Gayrimenkul Değerleme ve Danışmanlık A.Ş., Emsal Gayrimenkul Değerleme ve Danışmanlık A.Ş., Kuzey Kurumsal Gayrimenkul Değerleme ve Danışmanlık A.Ş., LAL Gayrimenkul Değerleme ve Müşavirlik A.Ş., Metrik Gayrimenkul Değerleme Danışmanlık A.Ş., Net Kurumsal Gayrimenkul Değerleme ve Danışmanlık A.Ş., Prime Gayrimenkul Değerleme ve Danışmanlık A.Ş., Vakıf Gayrimenkul Değerleme A.Ş.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Land | Buildings | Network and other equipment |
Vehicles | Furniture and fixtures |
Other fixed assets |
Construction in progress |
Total |
|---|---|---|---|---|---|---|---|
| 33.040.173 | 28.691.472 | 601.709.163 | 1.954.213 | 13.131.456 | 3.165.134 | 5.378.010 | 687.069.621 |
| 16.936 | 57.220 | 3.640.804 | (1.650) | 48.708 | (11.760) | (4.535.464) | (785.206) |
| 33.442 | 495.615 | 11.834.800 | 306.842 | 380.666 | (5.304) | 4.764.694 | 17.810.755 |
| 496.091 | − | − | − | − | − | (34.069) | 462.022 |
| 4.821.243 | − | − | − | − | − | − | 4.821.243 |
| (81) | (17.184) | (1.172.797) | (12.216) | (111.395) | (5.518) | − | (1.319.191) |
| 684 | (1.138) | 3.955 | 1.837 | 18.317 | 13.428 | 10.414 | 47.497 |
| 38.408.488 | 29.225.985 | 616.015.925 | 2.249.026 | 13.467.752 | 3.155.980 | 5.583.585 | 708.106.741 |
| 577.637.984 | |||||||
| − | |||||||
| 21.732.320 | |||||||
| (1.252.761) | |||||||
| 271.009 | |||||||
| − | 1.532 | 1.864 | 1.565 | 938 | 1.846 | − | 7.745 |
| − | 25.307.840 | 556.652.302 | 1.854.279 | 11.515.913 | 3.065.963 | − | 598.396.297 |
| 109.710.444 | |||||||
| − − − − 38.408.488 |
23.914.058 − 1.379.009 (16.879) 30.120 3.918.145 |
538.062.601 − 19.486.453 (1.139.469) 240.853 59.363.623 |
1.782.039 − 82.833 (12.158) − 394.747 |
10.847.592 − 746.342 (78.995) 36 1.951.839 |
3.031.694 − 37.683 (5.260) − 90.017 |
− − − − − 5.583.585 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Subscriber | ||||||||
|---|---|---|---|---|---|---|---|---|
| Customer | Research and | Other | acquisition/ | Concession | Concession | |||
| Licence | relationship | Development | intangible assets | retention cost | rights | assets | Total | |
| Cost | ||||||||
| Opening balance, 1 January 2024 | 59.486.525 | 20.236.000 | 6.824.001 | 108.748.828 | 39.486.107 | 88.083.384 | 3.954.656 | 326.819.501 |
| Transfers | 5.486 | − | 431.190 | 2.430.769 | − | − | − | 2.867.445 |
| Disposals | (201) | − | − | (82.427) | − | (523) | − | (83.151) |
| Additions (*) | 842 | 51 | 1.233.729 | 5.601.679 | 4.650.289 | 9.267.528 | 403.061 | 21.157.179 |
| Foreign currency translation differences | (37.641) | (466.181) | (6.073) | (2.074.823) | − | − | − | (2.584.718) |
| Closing balance, 31 December 2024 | 59.455.011 | 19.769.870 | 8.482.847 | 114.624.026 | 44.136.396 | 97.350.389 | 4.357.717 | 348.176.256 |
| Accumulated amortization | ||||||||
| Opening balance, 1 January 2024 | 42.650.315 | 19.938.350 | 4.832.444 | 93.834.254 | 30.825.642 | 55.527.634 | − | 247.608.639 |
| Transfers | − | − | − | (171) | − | − | − | (171) |
| Disposals | (201) | − | − | (76.338) | − | − | − | (76.539) |
| Amortization charge for the year | 3.796.172 | 104.111 | 496.428 | 4.994.183 | 3.363.917 | 5.931.188 | − | 18.685.999 |
| Impairment | − | − | − | − | − | − | − | − |
| Foreign currency translation differences | (19.223) | (396.548) | − | (1.116.047) | − | − | − | (1.531.818) |
| Closing balance, 31 December 2024 | 46.427.063 | 19.645.913 | 5.328.872 | 97.635.881 | 34.189.559 | 61.458.822 | − | 264.686.110 |
| Net book value, 31 December 2024 | 13.027.948 | 123.957 | 3.153.975 | 16.988.145 | 9.946.837 | 35.891.567 | 4.357.717 | 83.490.146 |
(*) Concession rights and concession rights assets amounting to TL 9.760.589 (31 December 2023: TL 10.047.103) consist of investments evaluated within the scope of TFRS Comment 12.
The Group have no capitalized borrowing cost on intangible assets (31 December 2023: nil).
For the year ended 31 December 2024, impairment on intangible assets amounting to TL 145.018 is recognized in cost of sales (31 December 2023: 114.644), TL 239.147 in general administrative expenses (31 December 2023: TL 98.637) and TL 14 in marketing, selling and distribution expenses (31 December 2023: TL 248).
The Group has made changes to the remaining useful lives of the tangible and intangible assets within the scope of the concession as of 1 January 2024, after receiving confirmation from the relevant authority regarding their compliance with accounting standards, due to the concrete progress made in the negotiations with official institutions regarding the extension of the fixed line concession agreement. Accordingly, the remaining life of the Company's tangible and intangible assets is at most 25,2 years, excluding those outside the scope of the concession agreement. These changes resulted in a decrease of approximately 35% in group depreciation expenses.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Customer | Research and |
Other intangible |
Subscriber acquisition/ |
Concession | Concession | |||
|---|---|---|---|---|---|---|---|---|
| Licence | relationship | Development | assets | retention cost | rights | assets | Total | |
| Cost | ||||||||
| Opening balance, 1 January 2023 | 59.482.845 | 20.253.839 | 6.047.855 | 102.765.761 | 35.759.094 | 72.574.473 | 9.189.609 | 306.073.476 |
| Transfers | 325 | − | 91.618 | 422.112 | − | 5.757.221 | (5.486.070) | 785.206 |
| Disposals | − | − | (113.931) | (235.643) | − | (44.296) | − | (393.870) |
| Additions (*) | − | − | 703.972 | 5.778.983 | 3.727.012 | 9.795.988 | 251.117 | 20.257.072 |
| Foreign currency translation differences | 3.355 | (17.839) | 94.486 | 17.616 | − | − | − | 97.618 |
| Closing balance, 31 December 2023 | 59.486.525 | 20.236.000 | 6.824.000 | 108.748.829 | 39.486.106 | 88.083.386 | 3.954.656 | 326.819.502 |
| Accumulated amortization | ||||||||
| Opening balance, 1 January 2023 | 38.853.495 | 19.814.579 | 4.594.035 | 88.119.094 | 27.654.186 | 42.918.236 | − | 221.953.625 |
| Transfers | − | − | − | − | − | − | − | − |
| Disposals | − | − | (28.482) | (195.755) | − | (43.866) | − | (268.103) |
| Amortization charge for the year | 3.794.208 | 108.823 | 209.925 | 5.702.651 | 3.171.456 | 12.653.265 | − | 25.640.328 |
| Impairment | − | − | − | 206.772 | − | − | − | 206.772 |
| Foreign currency translation differences | 2.613 | 14.948 | 56.965 | 1.491 | − | − | − | 76.017 |
| Closing balance, 31 December 2023 | 42.650.316 | 19.938.350 | 4.832.443 | 93.834.253 | 30.825.642 | 55.527.635 | − | 247.608.639 |
| Net book value, 31 December 2023 | 16.836.209 | 297.650 | 1.991.557 | 14.914.576 | 8.660.464 | 32.555.751 | 3.954.656 | 79.210.863 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
For the year ended 31 December 2024, depreciation and amortization expense is recognized cost of sales, sales and distribution expenses, general administration expenses and research and development expenses respectively amounting to TL 28.694.368, (31 December 2023: TL 41.621.303), TL 3.727.261 (31 December 2023: TL 4.409.348) and TL 3.311.017 (31 December 2023: TL 4.883.133), TL 287.468 (31 December 2023: TL 307.572), respectively.
Remaining amortization periods after acquisition of significant intangible assets are as follows:
| TT Mobil license | 4,4 years |
|---|---|
| TTINT customer relationships | 0,8 years |
| TTINT other | 5,8 years |
There is no restriction or pledge on the intangible as at 31 December 2024 (31 December 2023: nil).
The tender for authorization of IMT-2000 / UMTS services has been held on 28 November 2008 with the participation of all three GSM operators operating in Turkey.
TT Mobile concession agreement was signed on 30 April 2009.
The net book value of the 3G license as at 31 December 2024 is TL 1.749.521 (31 December 2023: TL 2.138.391).
The tender for the reallocation of unused 900 MHz Frequency Bands had been held on 20 June 2008 and TT Mobil had obtained C band with the minimum fee of TL 128 year /channel (excluding VAT).
TT Mobil had been granted 5,5 additional GSM 900 MHz frequency channels as a result of the tender and ultimately total number of GSM 900 MHz frequency channels has reached to 12 together with previouslyheld 6,5 channels.
TT Mobil paid as the tender fee for the remaining GSM license duration and amended license agreement has been signed between TT Mobil and ICTA on 25 February 2009.
The net book value of the GSM 900 license as at 31 December 2024 is TL 12.691 (31 December 2023: TL 24.406).
Tender of IMT Services and Infrastructures Authorization, also known as 4.5G tender in public has been held in Ankara on August 26, 2015 by ICTA. In the IMT Service and Infrastructure Authorization Tender done by ICTA, TT Mobil has won the following packages: 2x10 MHz bandwidth in 800 MHz frequency for EUR 380.000, 2x7.6 MHz bandwidth in 900 MHz frequency for EUR 216.819, 2x20 MHz bandwidth in 1800 MHz frequency for EUR 310.000, 2x10 MHz bandwidth in 2600 MHz frequency for EUR 25.859, 1x15 MHz bandwidth in 2600 MHz frequency for EUR 22.000. Total spectrum fee is EUR 954.678. IMT Authorization period is valid until 30 April 2029 and will be able to start rendering services starting from 1 April 2016. 900 MHz and services in 1.800 MHz frequency are commenced to be rendered since 1 December 2015.The Company will paid the tender fee (including interest).
As of 31 December 2024 net book value of 4.5G license amounts to TL 10.060.105 (31 December 2023: TL 12.381.668) in the consolidated financial statements.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Provisions for short-term debt for the years 31 December 2024 and 31 December 2023 are as follows:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Litigation, ICTA penalty and customer return provisions (*) |
234.624 | 406.374 |
| Provision for expected credit losses on loan commitments (**) |
21.804 | 79.820 |
| 256.428 | 486.194 |
(*) Consists of the ICTA fines, refunds and other litigation provisions required by ICTA decisions. Detailed explanations are given in Footnote 12.
(**) Consists of expected credit losses are recognized for the guarantees given for borrowings of distributors which are utilized in financing of equipment purchases that will be sold to Group's customers as part of commitment sales.
The movement of Litigation, ICTA penalty and customer return provisions is as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| As at 1 January | 406.374 | 316.624 |
| Provisions for the period | 127.623 | 450.145 |
| Provision paid | (197.028) | (153.635) |
| Reversals | (3.973) | (57.074) |
| Foreign currency translation difference | − | (1.409) |
| Inflation adjustment | (98.372) | (148.277) |
| As at 31 December | 234.624 | 406.374 |
Current provisions for employee benefits
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Short term provisions for employee benefits | ||
| Personnel bonus provision | 2.556.395 | 1.830.591 |
| 2.556.395 | 1.830.591 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The movement of provisions is as follows:
| 1 January - | 1 January - | |
|---|---|---|
| 31 December 2024 | 31 December 2023 | |
| As at 1 January | 1.830.591 | 1.354.599 |
| Provision for the period | 3.165.564 | 2.473.592 |
| Provisions paid | (1.836.662) | (1.402.949) |
| Reversals | (137.850) | (81.812) |
| Foreign currency translation difference | (16.241) | (8.347) |
| Inflation adjustment | (449.007) | (504.492) |
| As at 31 December | 2.556.395 | 1.830.591 |
Non-current provisions for employee benefits
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Long term provisions for employee benefits | ||
| Defined benefit obligation | 5.948.739 | 4.842.623 |
| Unused vacation provisions | 1.246.817 | 1.015.267 |
| 7.195.556 | 5.857.890 |
In accordance with existing social legislation in Turkey, companies are required to make lump-sum payments to employees whose employment is ended due to retirement or for reasons other than resignation or misconduct. The liability is not funded and accordingly there are no plan assets for the defined benefits as there is no funding requirement.
The retirement pay liability as at 31 December 2024 is subject to a ceiling of full TL 46.655,43 (31 December 2023: full TL 23.489,83) per monthly salary for each service year.
i) The movement of defined benefit obligation is as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Defined benefit obligation at January 1 | 4.842.623 | 5.025.457 |
| Actuarial loss (*) | 2.181.626 | 2.254.459 |
| Interest cost | 1.028.537 | 588.478 |
| Service cost (**) | 490.332 | 741.406 |
| Benefits paid | (731.263) | (1.743.356) |
| Transfer | (4.676) | (3.075) |
| Foreign currency translation difference | (75.148) | (105.389) |
| Inflation adjustment | (1.783.292) | (1.915.357) |
| As at 31 December | 5.948.739 | 4.842.623 |
(*) As at 31 December 2024, actuarial loss amounting to TL 2.181.626 (31 December 2023: TL 2.254.459) is recognized in other comprehensive income.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
(**) The Social Security and General Health Insurance Law and the Law on the Versioning of the Decree Law No. 375 were published in the Official Gazette No. 32121 on 3 March 2023, and the beginnings began. With the regulation made, employees who had insurance before 8 September 1999, who used premium day payment and insurance fee, had the right to retire without any age limit. The effect of the provision for severance pay, which is defined as the defined benefit plan in TAS 19, within the scope of this law is calculated as TL 221.009 for 2023 and is included in the profit or loss. In addition to the liability for severance pay, the Group also has some other long-term taxes such as employment, duty, compensation and anniversary gifts.
ii) Total expense recognized in the consolidated income statement:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Interest cost Service cost |
1.028.537 490.332 |
588.478 741.406 |
| Total net cost recognized in the consolidated statement of income |
1.518.869 | 1.329.884 |
iii) Principal actuarial assumptions used:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Interest rate | 27% | 25% |
| Expected rate of ceiling increases | 23,8% | 22% |
For the years ahead, voluntary employee withdrawal of the Group is 2,42% (31 December 2023: 2,53%).
As of 31 December 2024, sensitivity analysis is performed for the significant assumptions of defined benefit obligation:
| Employee | ||||||
|---|---|---|---|---|---|---|
| Discount Rate | Salary Increase Rate | Withdrawal Rate | ||||
| 0,25% | 0,25% | 0,25% | 0,25% | |||
| decrease | increase | decrease | increase | 0,25% | 0,25% | |
| Sensitivity Level | (27,15%) | (27,65%) | (23,55%) | (24,05%) | decrease | increase |
| No effect to defined | ||||||
| benefit obligation | 161.447 | (121.465) | (125.806) | 165.441 | (104.857) | 114.908 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The movement of unused vacation provisions is as follows:
| 1 January - | 1 January - | |
|---|---|---|
| 31 December 2024 | 31 December 2023 | |
| As at 1 January | 1.015.267 | 791.357 |
| Provision for the period, net | 762.638 | 814.386 |
| Provisions paid | (98.028) | (73.139) |
| Foreign currency translation difference | (13.564) | (3.397) |
| Inflation adjustment | (419.496) | (513.940) |
| As at 31 December | 1.246.817 | 1.015.267 |
| Other non-current provisions | ||
| 31 December 2024 | 31 December 2023 | |
| Provision for the investments under the scope of | ||
| TFRS Interpretation 12 | 10.627 | 15.345 |
| 10.627 | 15.345 |
As of 31 December 2024 and 2023, the shareholders of the Company with their shareholding percentage are as follows:
| 31 December 2024 | 31 December 2023 | |||
|---|---|---|---|---|
| % | TL | % | TL | |
| Turkish Wealth Fund ("TWF") (*) | 60 | 2.100.000 | 60 | 2.100.000 |
| The Treasury | 25 | 875.000 | 25 | 875.000 |
| Public Share | 15 | 525.000 | 15 | 525.000 |
| 3.500.000 | 3.500.000 | |||
| Inflation adjustment to share capital | 73.368.951 | 73.368.951 | ||
| 76.868.951 | 76.868.951 |
The Company's share capital is fully paid. Capital of the Company is TL 3.500.000.000, divided into 192.500.000.000 Group "A", 104.999.999.999 Group "B", 1 Group "C", and 52.500.000.000 Group "D" registered shares each with a nominal value of 1 (One) Kuruş. Group D shares are publicly traded. Turkish Wealth Fund is the holder of all Group A shares; TWF is the holder of Group B shares representing 5 percent of the share capital of the Company and Group D Shares representing 1.68 percent of the share capital of the Company; the Treasury is the holder of Group B shares representing 25 percent of the share capital of the Company and C Group share (Golden Share).
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The Treasury is the holder of the Preferred Stock (Golden Share) as per the law. This share is nontransferable. It provides certain rights to Treasury in order to protect national interests regarding economy and security: (a) Any proposed amendments to the Company's articles of association, (b) the transfer of any registered shares in the Company which would result in a change in the management control of the Company and (c) the registration of any transfer of registered shares in the Company's shareholders' ledger cannot be realized without affirmative vote of the Golden Share at either a meeting of the Board of Directors or the general assembly. Otherwise, such transactions shall be deemed invalid. The holder of the Golden Share, the Treasury, has one member, representing the Golden Share, among the Board of Directors.
Number of members and independent Board members of the Board of Directors to be nominated by the Group A and Group B Shareholders have been revised by the amendment to the article 8 of the Articles of Association at on the Extraordinary General Meeting dated 25 January 2019 Accordingly; The Board of directors shall be composed of nine (9) members nominated by the Group A Shareholder, Treasury and Turkish Wealth Fund.
(a) Turkish Wealth Fund is the Group A Shareholder shall be entitled to nominate five (5) persons for election as Directors;
(b) provided that the Treasury and Turkish Wealth Fund, as Group B Shareholders shall hold;
− 30% or more of the Shares, the Treasury shall be entitled to nominate three (3) persons for election as Independent Board Members who carry the independence criteria as defined in the Capital Markets legislation; or
− 15% or more of the Shares (but less than 30% of the Shares) the Treasury shall be entitled to nominate two (2) persons for election as Independent Board Members who the carry the independence criteria as defined in the Capital Markets legislation;
− During the calculation of 15% and 30% of the Shares mentioned in above paragraphs, the amount of Group B Shares and Group D Shares held by the Treasury and Turkish Wealth Fund shall be considered together.
(c) As long as the Treasury and Turkish Wealth Fund holds 15% or more of the Shares (but less than 30% of the Shares), the Group A shareholder shall be entitled to nominate one (1) person, who carry the independence criteria as defined in the Capital Markets legislation, for election as Independent Board Members and five (5) persons for election as Director.
(d) while the Treasury holds the C Group Privileged Share, the Treasury shall be entitled to nominate, a further one (1) person, for election as Director for the C Group Privileged Share.
The chairman of the board of directors shall be nominated by the directors nominated by the group A shares from among the directors and be elected and removed by the simple majority votes of those present at the meeting of the board of directors.
The Vice Chairman shall be nominated by the directors nominated by the Group B Shares from among the Directors and be elected and removed by the simple majority votes of those present at the meeting of the Board of Directors.
Board resolutions shall be passed by a simple majority of the votes of the directors present at such meeting unless the resolution requires a higher majority vote.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The board of directors shall propose the distribution of the maximum of the Company's profits lawfully available for distribution in each financial year subject to the board of directors making reasonable provisions and transfers to reserves.
Based on the articles of association of the Company, the Board of Directors shall by way of a simple majority of those present at the relevant meeting of the Board propose the distribution of the maximum of the Company's profits lawfully available for distribution in each financial year subject to the Board making reasonable provisions and transfers to reserves and complying with the conditions set out below.
Provided that it is not against the legislation regarding capital markets, the net profit may not be distributed, if:
a) the distribution would result in a breach of any covenant or undertaking given by any Group Company (Group Companies are defined in the articles of association) to any lender or would, in the opinion of the simple majority of those present at the relevant meeting of the board of directors, be likely to cause such breach within the following 12 months; or
b) the board of directors resolves by way of a simple majority of those present at the relevant meeting of the board that the distribution is materially prejudicial to the interests of any Group Company (as defined in the articles association of the Company) having regard to: (i) implementation of the investment program approved by the board of directors in the business plan or the budget; or (ii) the trading prospects of the Group Companies (as defined in the articles of association of the Company) and the need to maintain the sound financial standing of the group companies.
In accordance with the Turkish Commercial Code, companies are required to assign legal reserves before profit appropriations. The legal reserve consists of first and second legal reserves, allocated in accordance with the Turkish Commercial Code. The first legal reserve is allocated out of last period's statutory profits at the rate of 5% per annum until the total reserve reaches 1/5 of the paidin share capital (not indexed to the inflation). The second legal reserve is allocated after the first legal reserve and dividends, at the rate of 10% per annum of all cash dividend distributions
The Board of the Directors has no dividend distribution decision for the 2024 and 2023 operating years.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The amounts transferred directly to equity, instead of statement of profit or loss as of the reporting date are as follows:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Gains on revaluation of property, plant and equipment | 7.189.197 | 8.375.319 |
| Currency translation differences | 2.947.208 | 4.653.667 |
| Cash flow hedge reserve | 478.719 | 4.952.559 |
| Gains due to change in fair value of financial liability | ||
| attributable to change in credit risk of liability | − | 40.113 |
| Reserve for hedge of net investment in a foreign operation | (8.631.309) | (8.051.977) |
| Losses on change in value of time value of options |
(217.412) | (11.238.496) |
| Losses on remeasurements of defined benefit plans |
(5.435.697) | (3.799.478) |
| Repurchased shares (-) | (21.069) | (21.069) |
| (3.690.363) | (5.089.362) |
The Company recognizes the differences arising on the translation of monetary items that are associated with the hedge of net investment in a foreign operation in other comprehensive income (Note 15).
The Group entered into interest rate swaps in order to hedge it position against changes in interest rates. Accordingly, effective fair value changes of these instruments are recognized directly in equity at cash flow hedge reserve (Note 15).
The calculation of the basic earnings/losses per share attributable to the ordinary equity holders of the Company is as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Weighted average number of ordinary shares outstanding during the year |
349.950.000.000 | 350.000.000.000 |
| Net profit/(loss) for the year attributable to equity holder of the | ||
| Company | 8.456.145 | 23.709.235 |
| Basic earnings/(losses) per share (in full Kuruş) | 2,4164 | 6,7741 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Inflation adjustment effects of the following accounts under the Group's equity are as follows as of 31 December 2024, in accordance with TFRS and Tax Procedure Law financial statements:
| 31 December 2024 | ||||
|---|---|---|---|---|
| Inflation Adjustments on Capital |
Repurchased shares |
Legal Reserves |
||
| To TAS/TFRS Financial Reports | 73.368.951 | (21.069) | 4.216.813 | |
| To Tax Procedure Law | 131.923.872 | (16.696) | 6.478.526 | |
| Differences | 58.554.921 | 4.373 | 2.261.713 |
Guarantees received and given by the Group are summarized below:
| 31 December 2024 | 31 December 2023 | ||||
|---|---|---|---|---|---|
| Original currency |
TL | Original currency |
TL | ||
| Guarantees received | USD | 139.833 | 4.933.341 | 115.019 | 4.888.576 |
| TL | 3.536.968 | 3.536.968 | 3.200.014 | 3.200.014 | |
| EUR | 31.079 | 1.141.715 | 27.476 | 1.292.190 | |
| GBP | 11 | 501 | 3 | 162 | |
| 9.612.525 | 9.380.942 | ||||
| Guarantees given (*) | USD | 196.600 | 6.936.117 | 197.824 | 8.408.006 |
| TL | 2.272.446 | 2.272.446 | 2.415.146 | 2.415.146 | |
| EUR | 71.962 | 2.643.622 | 72.585 | 3.413.669 | |
| 11.852.185 | 14.236.821 |
(*) Guarantees given amounting to USD 151.500 (31 December 2023: USD 151.500) is related to the guarantee provided to the ICTA by TT Mobil with respect to the TT Mobil Concession Agreement, guarantees given amounting to EUR 12.840 (31 December 2023: EUR 12.840) is related with the guarantee provided for 3G license and guarantees given amounting to EUR 57.281 (31 December 2023: EUR 57.281) is related with the guarantee provided for 4.5G license.
The Company's guarantee, pledge and mortgage (GPM) position as at 31 December 2024 and 31 December 2023 is as follows:
| 31 December 2024 |
31 December 2023 |
|
|---|---|---|
| A. GPMs given on behalf of the Company's legal | ||
| personality | 11.852.185 | 14.236.821 |
| B. GPMs given in favour of subsidiaries included in | ||
| full consolidation | 3.132.252 | 2.871.718 |
| C. GPMS given by the Company for the liabilities of | ||
| 3rd parties in order to run ordinary course of business | 61.355 | 1.046.114 |
| Total | 15.045.792 | 18.154.653 |
Based on law 128/1 of Turkish Code of Obligations, the Group has given guarantee to distributors amounting to TL 61.355 for the financial obligation that would arise during the purchase of devices that will be sold as commitment sales by the Group (31 December 2023: TL 1.046.114).
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The Group has purchase commitments for sponsorships, advertising and insurance services at the equivalent to TL 704.661 (31 December 2023: TL 918.081) as at 31 December 2023. Payments for these commitments are going to be made in a 2-year period.
The Group has purchase commitments for fixed assets amounting to USD 57.790, EUR 26.106 and TL 435.558 equivalent to TL 3.433.420 (31 December 2023: TL 2.019.769) as at 31 December 2024.
The Concession Agreement was entered into between the Company and ICTA on 14 November 2005 following the privatization of the Company and the resultant reduction in the public shareholding to less than 50%. The Concession Agreement covers:
-the performance of the telecommunications services which are within the scope of the Agreement; -the establishment and operation of necessary telecommunications facilities and the submission of these facilities to the use of other operators or persons and institutions making a demand as per the law;
-the marketing and provision of telecommunications services.
The Concession Agreement places an obligation on the Company, in the event of termination or nonrenewal of the Concession Agreement, to transfer all equipment affecting the operation of the system together with all its functions and in good condition, and all immovable properties where such equipment is installed and which the Company uses, to the ICTA, or to any other institution to be designated by ICTA, at no cost.
In case ICTA determines that the Company has not fulfilled its obligations stemming from the Concession Agreement and has not corrected the situation within a period granted to it, or that there is a court decision on bankruptcy or composition against the Company, the Company is granted a grace period of not less than 90 days commencing from written notification by ICTA, to fulfil its obligations. Within this grace period, the Company submits a remedy program for its abovementioned obligations to ICTA. In case ICTA accepts the remedy program, the matters in dispute shall be re-examined at the end of the program provided. If the program is not accepted, then ICTA may terminate the Concession Agreement upon expiry of the period granted to the Company.
The Concession Agreement also places a number of obligations with respect to delivering services on the Company in relation to the provision of telecommunications services.
The Concession Agreement requires that the Company shall meet all payments accrued as a result of the Concession Agreement and the establishment and operation of the telecommunication network in accordance with the applicable legislation or agreements concluded by the Government of the Republic of Turkey. These payments specifically includes the permit and utilization fees for the use of frequencies. In addition, the Company is required to pay the ICTA 0,35% of its net sales revenue, as contribution share towards ICTA's expenses.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Under the Concession Agreement, requests for access in relation to the infrastructure should be met to the extent technically possible and without discrimination. The Company is further required to publish reference access and interconnection offers approved by the ICTA.
The Concession Agreement also contains an obligation on the Company to provide universal services. According to article 6 entitled "Revenues for Universal Service" of the Universal Service Law No:5369, the Company declares the amount of 1% of its net sales revenue to the Ministry of Transport, Maritime Affairs and Communications until the end of April of the following year and the company inform up to the following month. This amount shall be transferred within the same period to the account of the central accounting department of the Ministry and shall be registered as revenue in the budget under the name of "Revenues for Universal Service".
The tariffs to be charged by the Company are subject to the approval of the ICTA unless expressly provided to the contrary in any regulation issued by the ICTA.
The content of customer bills is governed by relevant laws and regulations. It is possible to issue a separate invoice for each service, as well as to issue one single invoice for more than one service rendered to a subscriber. The cost of each service shall be demonstrated separately, in the event of preparation of one single invoice for more than one service. A detailed bill is sent to the subscribers upon request, to the extent technically possible and subject to the payment of a fee.
Other provisions of the Concession Agreement provide for the confidentiality of communications and the establishment of effective methods to answer customer complaints.
Regarding to Gsm and IMT-2000/UMTS concession agreement and IMT Authorization Certificate, the Company shall provide fixed guarantee by cash and/or letter of bank guarantee amounting to 6% of the Company's Licence fee and right of use fee. In case it is identified that TT Mobil does not fulfil its contractual obligations, ICTA will have the right to record as revenue these guarantees.
A concession agreement was entered into between TT Mobil and the ICTA ("the TT Mobil Concession Agreement") on 12 January 2005 which replaced and superseded the previous GSM 1800 license agreements in place in relation to Aycell and Aria. After GSM 900 Frequency Band bidding done by ICTA on 20 June, 2008, agreement was rearranged, the contract ("the TT Mobil Concession Agreement") was rearranged after the Authorization Tender for IMT Services and Infrastructures made by ICTA on 26 August 2015.
The TT Mobil concession agreement covers the establishment, development and operation of a GSM 1800 network and delivery of the system to the Authority or the establishment to be designated by the Authority at the end of the contracted term as being in an operating condition.
Pursuant to the TT Mobil Concession Agreement, TT Mobil was granted to use 75 channels in the 1800 MHz band and 12 channels in the 900 MHz band. The term of the TT Mobil Concession Agreement is 25 years from 11 January 2001.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
TT Mobil may apply to the ICTA for renewal between dates 24 and 6 months before the end of TT Mobil Concession Agreement. ICTA may renew the license of TT Mobil by evaluating the renewal request according to legislation on that date.
In the event of expiry or non-renewal, TT Mobil is under an obligation to transfer the network management center, being the central operation units of the GSM 1800 system, gateway switchboards and central subscription works systems (including all kinds of technical hardware), together with all equipment affecting the operation of the system and the immovable properties used by TT Mobil to the ICTA or to the establishment to be designated by ICTA at no cost.
TT Mobil is also committed to renew the network in line with technological improvements and international agreements and maintain the adequacy of the network by means of technology until the end of the agreement.
License fees were paid prior to the issuance of the concession agreement by TT Mobil.
TT Mobil provided a performance bond in the amount of USD 151.500. TT Mobil, additional to that bond, provided performance bond amounting TL 8.808 corresponding to 6% of bidding amount after GSM 900 Additional Frequency Band bidding by ICTA on 20 June 2008. Should the operator is understood to not perform its contractual obligations, the Authority shall record and confiscate the final guarantee as income.
The TT Mobil Concession Agreement provides that the license may be transferred with the approval of the ICTA and within the terms of the Authorization Ordinance. However, no transfer may be made to an entity which already has a GSM 900 or GSM 1800 license in Turkey, or to related parties of such an entity, to the companies or subsidiaries which is owned or managed somehow by shareholders of entity or to the management of such entity and their first and second blood relatives and relative affinities. In cases such issues are determinate; GSM 1800 license given to them by ICTA is cancelled.
Regarding transfer of shares regulation clauses at the date of the transaction will be applied. The approval of the Competition Authority is also required for any change of control, being a transfer of the shares.
TT Mobil will pay an amount equal to 15% of the gross sales on a monthly basis to the Treasury, except for the default interest imposed on their subscribers for their late payments, indirect taxes, financial obligations such as charges and fees, amounts obtained by the operator from other mobile operators regarding the installation and operation of the facilities where the mobile base stations are located, remunerations booked in the legal accounting records, which were corrected within the fiscal year, due to the: mistakes in the form or content of the invoice (such as customer information, type, amount, price and amount of the work), mistakes regarding the periods of the service, duplicated;(double charged) invoices, and the accrual amounts accounted for reporting purposes.
TT Mobil shall pay 0,35% of the annual net sales to the ICTA as contribution share to the ICTA's expenses, latest on the last working day of April of the following year.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
TT Mobil has guaranteed and undertook to cover (up to 2 Watt outdoors) at least 50% of the population of Turkey within three years after 11 January 2001 and at least 90% of the population of Turkey within five years after 11 January 2001. However, the localities where there are less than 10.000 inhabitants shall not be taken into consideration. This coverage area refers to the area to be covered by TT Mobil alone and will not be contributed by national roaming. Upon request of the ICTA, yearly utmost two settling areas shall be covered with priority by TT Mobil. TT Mobil has completed its related liabilities with respect to coverage at 31 December 2004.
TT Mobil agrees and undertakes to provide the services specified within the frame of GSM memorandum of understanding applied by GSM association including, but not limited to the services specified by GSM license agreement (call forwarding, barring of outgoing and incoming calls, technical assistance for subscribers and free call forwarding to police and other public emergency services).
TT Mobil will comply with the telephone service quality standards set down in the International Telecommunication Union ("ITU-T") recommendations in the GSM 1800 international standards. These standards require blocking rate of the licensed indoor network to be 5% and the call failure rate not to be more than 2%.
TT Mobil may freely determine its tariffs provided that these tariffs are not contrary to the regulations of the ICTA.
TT Mobil will take the necessary measures with priority in order to satisfy the requirements and the needs of subscribers and users in emergencies, provided that the public authorities and enterprises will have priority in the case of health and security emergencies or fire and other disasters. TT Mobil has to provide at least two base stations for the use of Ministry of Transport, Maritime Affairs and Communications in emergency.
TT Mobil pursuant to the relevant regulation, until the first day of December every year, TT Mobil will present its investment plan for the following calendar years to the ICTA. These plans will be valid for 3 years and will contain information about the dynamic demand forecasts, and number and locations of the exchange stations, base stations and base control stations to be established, the period of operation, and the investment costs. Within 120 days of receipt of the investment plan, the ICTA will approve the compliance of plans to the article 6th of the agreement. Investment plan will be presented so as to inform the ICTA after the requirements arising from the article 6th of the agreement are met.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
TT Mobil may enter into contracts with other licensed GSM networks in Turkey for national roaming purposes. Roaming contracts and the financial clause of the contracts has to be presented to ICTA before signature procedures completed.
If deemed necessary for public security and national defence in case of war, general mobilization, etc. the Authority may temporarily or permanently suspend all or a part of the operational activities of TT Mobil and may directly operate the network. The period of suspension as above will be added to the term of the license and the income of such a period, if any, will belong to TT Mobil.
The ICTA may cancel the license or terminate the Agreement for the following reasons;
i) A final judgment of the competent courts for insolvency of TT Mobil or its composition with creditors,
ii) Determination of the failure of TT Mobil to perform its contractual obligations hereunder and to remedy its default in a reasonable period of time granted,
iii) Determination that TT Mobil extends its activities beyond the frequencies allocated hereunder or other frequencies that may be allocated by the ICTA to TT Mobil for use in the GSM 1800 System, and failure of TT Mobil to cease such activities in a reasonable period of time granted,
iv) Failure of TT Mobil to pay the license fees hereunder.
However, that except for point (iv) above, TT Mobil will be given the opportunity to fulfil its obligations within a period not less than 90 days of written notice by the ICTA. During this period of time, TT Mobil will furnish to the ICTA a corrective action program for fulfilment of its obligations. If this program is accepted by the ICTA, the points of disagreement will be revised at the end of the program. If this program is not acceptable, the ICTA may terminate the Agreement at the end of the time period provided to TT Mobil.
Upon termination of the Agreement, TT Mobil shall transfer all of the GSM 1800 system equipment to the ICTA without any remuneration.
TT Mobil will maintain adequate all risk insurance for the telecommunication facilities and services established and operated until the end of the license term.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The Concession Agreement with ICTA has been signed on 30 April 2009 and TT Mobil has been granted with 3G license for an amount of EUR 214.000 excluding VAT. The term of the license is 20 years effective from the signature date of the Agreement. 3G services have been launched on 30 July 2009. The contract ("the TT Mobil Concession Agreement") was rearranged after the Authorization Tender for IMT Services and Infrastructures made by ICTA on 26 August 2015.
According to this Agreement;
Following the signature of the Agreement, TT Mobil shall have under coverage the population within the borders of;
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
These are the areas which are to be covered by TT Mobil alone and this obligation shall not be fulfilled through roaming.
TT Mobil should maintain service quality in accordance with ICTA regulations, ETSI (EURpean Telecommunications Standards Institute) standards and ITU (International Telecommunication Union) standards, decisions and recommendations given by ITU.
Upon request of the ICTA, yearly utmost two settling areas shall be covered with priority by TT Mobil.
If there is any delay in fulfilment of the coverage area obligations, except the force major conditions, an administrative fine shall be applied within the frame of Relevant Legislation. If there is any delay in fulfilment of the coverage area obligations for a period of more than two years, then the Agreement might be terminated by the ICTA.
Except for the investments made in the lease of place, towers, piles, pipes, containers, channels, energy transfer lines and similar infrastructure plants; each year TT Mobil shall fulfil the following requirements for its investments related to electronic communications network (hardware, software etc.);
a) To procure at least 40% of such investments from vendor companies employing a R&D center established in Turkey and engaged in developing R&D projects in relation with the information and communication technologies provided at least 200 engineers functioning in such company in the first year after the signature of the Agreement, at least 300 engineers in the second year and at least 500 engineers for the third and subsequent years or from vendor companies employing a R&D center with at least 150 engineers functioning in the first year after the signature of the Agreement, at least 250 engineers in the second year and at least 350 engineers for the third and subsequent years however such company to employ also a Technical Assistance Centre with at least 50 engineers in the said first year, at least 100 engineers in the second year and at least 150 engineers in the third and subsequent years.
A vendor company may not establish the R&D center and Technical Assistance Centre together with another vendor company; but may establish with a company, organization or institution resident in Turkey. The vendor company shall have at least 50% share of such centers. Said organization or institution resident in Turkey shall not employ other R&D centers and Technical Assistance Centers that have been established together with other vendor companies functioning in information and communication technologies area.
The university associates may also be employed part time, as engineers to be employed by the vendor company. The number of the university associates may not exceed 5% of the total number of engineers stated above.
TT Mobil is obliged to perform its investments regarding the electronic communications network by auditing and determining whether vendor companies comply with the foregoing terms and conditions.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
b) To procure at least 10% of such investments from the vendors in quality of Small and Medium Sized Entities and established in Turkey for the purpose of product and system development. All the independent software and hardware units to be used in the network of TT Mobil shall have open interface connections with each other.
ICTA may perform audits regarding the execution of this obligation or may commission another organization or institution to perform such auditing when deems necessary. The costs to arise from such audits shall be paid by TT Mobil.
Should TT Mobil is understood to procure goods and services through methods against the foregoing terms and conditions, an administrative monetary penalty shall be applied to TT Mobil up to 1% of its turnover of the previous calendar year.
Should TT Mobil not perform the said obligations, a penalty as 40% of total amount of its investments in the network (hardware, software etc.), except for the investments for lease of place, towers, piles, pipes, containers, channels, energy transfer lines and similar infrastructure plants, shall be applied separately to TT Mobil for each year. This clause is valid for the first three years following the signature date of the Agreement. Annual periods start with the signing of the concession agreement.
The Authority might terminate the Agreement for the following reasons;
A bankruptcy or bankrupt's certificate decision on TT Mobil given by the judicial authorities,
TT Mobil not performing some of its contractual obligations and not correcting such breach in the given period,
TT Mobil operating under the frequencies other than the ones allocated to itself by ICTA,
In such circumstances, ICTA gives TT Mobil the opportunity to fulfil its obligations within 90 days after the written notice. In case TT Mobil cannot fulfil all the obligations within this period, the Agreement will be terminated by ICTA. The license fee or any other fee is not reimbursable in case of a termination of agreement. In the case of cancellation of agreement by ICTA, TT Mobil will alienate all data and documents which constitute system, software affecting the running of system (including tower, beam, blare, container, channel, energy transmission lines, antenna etc), stated and in the usage of TT Mobil to ICTA or to the entity ICTA enounces by making sure that there is no pledge, mortgage, levy and related legal blockages on them and they are free of cost and works free of problems.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The contract ("the TT Mobil Concession Agreement") was rearranged after the Authorization Tender for IMT Services and Infrastructures made by ICTA on 26 August 2015.
TT Mobil has been authorized to provide IMT service and Limited Use Authorization Certificate on 27 October 2015.
According to the Authorization Certificate;
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Following the authorization, TT Mobil shall put at least
Areas covered by TT Mobil pursuant to the IMT-2000/UMTS Concession Agreement shall be deemed to be also covered under this authorization on condition that the service quality criteria set forth in the respective article are satisfied. Additionally, areas covered by TT Mobil under this authorization for the purpose of provision of IMT services shall be deemed to be covered in the determination of the coverage obligation of IMT-2000/UMTS services.
Coverage obligation shall be fulfilled by TT Mobil on its own and not through national roaming. However, TT Mobil shall be entitled to share radio access network in the areas under the coverage obligation.
Maximum two settlements per year shall be primarily brought by TT Mobil under coverage upon ICTA's request and under the service quality standards determined for such areas.
In the event that the fulfilment of coverage obligation is delayed for any reason other than force majeure events, administrative fine shall be applied pursuant to the applicable law. In the event that the fulfilment of the coverage obligation is delayed for more than two (2) years, the Authorization might be terminated by ICTA.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
TT Mobil shall ensure data download at minimum 2 Mbps in the areas subject to coverage obligation at a probability of 95% per user. The matters related to the inspection of this obligation shall be determined by ICTA.
These data transmission speeds are minimum values and ICTA shall determine service quality obligations required to be ensured by TT Mobil taking into account ETSI standards, ITU standards, decisions and recommendation, our national development targets, technological improvements and user requirements.
On condition that the provisions of the applicable law are not breached, TT Mobil may install and operate the radio access network to be installed for the provision of IMT services together with other operators authorized to provide IMT services and further, lease necessary transmission lines from authorized operators in order to materialize the connections within the radio access network.
This right shall not remove the obligations of TT Mobil under the authorization and shall not constitute a reason for non-fulfilment of such obligations. TT Mobil shall not avoid fulfilling its obligations under the authorization due to reasons arising from the sharing. TT Mobil shall, in the case of sharing, be obliged to take all measures required to prevent any interruption of services it provides under the authorization.
In all settlements having a population less than 10.000, TT Mobil shall, following the authorization, be obliged to:
Following this authorization, the antenna facilities newly installed under IMT-2000/UMTS Concession Agreements shall also be subject to the obligation prescribed by this paragraph.
TT Mobil shall be obliged to actively share radio access network in the antenna facilities to be newly installed under this authorization in order to cover highways, high speed railways and divided highways following the authorization. Following this authorization, the antenna facilities newly installed under IMT-2000/UMTS Concession Agreements shall also be subject to the aforementioned obligation.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Except investments made for property lease, tower, pole, pipe, container, conduit, power transmission lines and similar infrastructure; TT Mobil shall, following the authorization, be obliged to provide:
a) At least 40% of its investments and communication services related to the network (such as hardware, software);Within two (2) years, from supplier companies established in Turkey as to develop R&D projects in the field of information and communication technologies, employing at least 500 engineers and 100 researchers; within four (4) years, from supplier companies having a R&D center, employing 500 engineers and 250 researchers, or within two (2) years, from supplier companies established in Turkey as to develop R&D projects in the field of information and communication technologies, employing at least 350 engineers and 100 researchers and also within two (2) years from supplier companies having a Technical Assistance Center employing at least 150 engineers, within four (4) years from supplier companies having R&D center employing 350 engineers and 250 researchers and within four (4) years from supplier companies having a Technical Assistance Center employing at least 150 engineers.
b) At least 10% of its investments from products produced in Turkey and from SMEs established to develop products and systems in Turkey.
Up to 60 within 2 years and up to 150 within 4 years following the authorization, of the personnel of TT Mobil employed in the status of researcher at the R&D center established by TT Mobil for the purpose of developing R&D projects in the field of information and communication technologies shall be taken into account under the obligation related to the number of the researchers set forth in the sub-paragraph (a) of this paragraph provided that such center is organized as an independent unit under TT Mobil's organization or all shares of the center are owned by TT Mobil.
Teaching staff of universities who work part-time at R&D centers under the applicable law or while working at universities carry out academic studies requested by the supplier and/or TT Mobil may be included in the researchers to be employed by the supplier and/or TT Mobil at R&D centers. The number of teaching staff may not excess 10% of total number of researchers referred to in this subparagraph (a).
A supplier company may establish R&D and technical assistance centers together with institutions or bodies, except other suppliers, established in Turkey, which operate in the field of information and communication technologies and do not have a R&D or technical assistance center established with other suppliers. The supplier companies must hold at least 50% of the shares of such centers. All independent software and hardware units to be used by TT Mobil in the network shall be interconnected through explicit interfaces.
TT Mobil shall be obliged to materialize its investments and communication services relating to the network (such as hardware, software) by checking and verifying whether or not the supplier companies and Small Entities ("SME") fulfil the conditions stated above.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
TT Mobil shall be obliged to supply its investments and communication services relating to the network (hardware or software such as base station, switching, router), except investments relating to property lease, tower, pole, container, channel, power transmission lines and similar facilities, from the products determined to be domestic product under the Law No 4734 and applicable law at least by 30% within the first year, at least by 40% within the second year and at least by 45% within subsequent years following the authorization. Such items among the products supplied by the supplier companies and SMEs to TT Mobil, which are determined to be domestic products shall be taken into account under this obligation. TT Mobil contemplating that it will not be able to fulfil its obligations set forth in this paragraph due to the availability condition of the products determined to be domestic products, supply capacity of the producers and other conditions shall apply to ICTA indicating the reasons, no later than six (6) months before the expiry of the obligation period. ICTA may reduce or terminate the obligation for the respective period if it deems necessary.
Additional to the obligation in the paragraph above; investments specified in the paragraph above, to be measured for periods of 4 years, following the authorization TT Mobil shall be obliged to supply from the products determined to be domestic product under the Law No 4734 and applicable law a minimum average of 30% in the first 4 years, 40% in the second 4 years and 45% in the third 4 years. Such items among the products supplied by the supplier companies and SMEs to TT Mobil, which are determined to be domestic products shall be taken into account under this obligation. TT Mobil contemplating that it will not be able to fulfil its obligations set forth in this paragraph due to the availability condition of the products determined to be domestic products, supply capacity of the producers and other conditions shall apply to ICTA indicating the reasons, no later than six (6) months before the expiry of the obligation period. ICTA, provided that Ministry's opinion to be taken, may reduce or terminate the obligation for the respective period if it deems necessary.
Whether or not the obligations under this article have been fulfilled shall be evaluated with the obligations of TT Mobil under the IMT-2000/UMTS Concession Agreement.
ICTA may terminate the Authorization Certificate for the following reasons;
In such circumstances, ICTA gives TT Mobil the opportunity to fulfil its obligations within 90 days after the written notice. In case TT Mobil cannot fulfil all the obligations within this period, the Authorization Certificate will be terminated by ICTA.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The license fee or any other fee is not reimbursable in case of a termination of agreement. In the case of cancelation of agreement by ICTA, TT Mobil will alienate all data and documents which constitute system, software affecting the running of system (including tower, beam, blare, container, channel, energy transmission lines, antenna etc), stated and in the usage of TT Mobil to ICTA or to the entity ICTA enounces by making sure that there is no pledge, mortgage, levy and related legal blockages on them and they are free of cost and works free of problems.
The Company has filed various lawsuits against ICTA. These lawsuits are related with the sectorspecific and tariff legislations and legislations with respect to the other operators in the market. The sector-specific disputes generally stem from the objections with respect to the provisions of interconnection legislation, legislation with respect to telecommunication services and infrastructure. According to the Article 99 of the Law numbered 7061 "Legislation on Amendment of Certain Tax Legislation and Other Certain Legislation" which was published on the Official Gazette numbered 30261 on 5 December 2017 and according to the sub-article 9 added to the Article 60 of the Law numbered 5809; customer returns that are not repaid to the customers within the 2-year period, shall be transferred to the Ministry of Transport and Infrastructure of the Republic of Turkey as revenue under the name of "Revenues for Universal Service". As of 31 December 2024, TL 96.896 provision provided for ICTA penalties and amounts to be repaid to customers or to the Ministry of Transport and Infrastructure of the Republic of Turkey due to ICTA resolutions (31 December 2023: TL 192.749).
Provision has been provided in the consolidated financial statements for the probable court cases against the Group based on the lawyers' assessments. The provision for such court cases is amounting to TL 137.728 as at 31 December 2024 (31 December 2023: TL 213.625).
For the rest of the cases, Group lawyers commented that basis of those cases are not realistic and should be appealed. Therefore, no provision has been provided for these cases.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Issued debt instruments |
Bank borrowings |
Lease liabilities |
Derivative financial assets, net |
Total | |
|---|---|---|---|---|---|
| 1 January 2024 opening balance | (44.017.286) | (48.381.858) | (2.716.806) | (6.437.661) | (101.553.611) |
| Cash flows | (19.170.272) | (31.534.742) | (5.999.061) | (9.398.403) | (66.102.478) |
| Acquisition | 31.478.003 | 28.616.758 | 4.557.584 | 13.190.957 | 77.843.302 |
| Other non-cash changes | (5.506.157) | (6.988.738) | (1.460.664) | 4.273.547 | (9.682.012) |
| Inflation effect | 12.650.242 | 16.485.669 | 1.459.761 | (2.136.773) | 28.458.899 |
| 31 December 2024 closing balance | (24.565.470) | (41.802.911) | (4.159.186) | (508.333) | (71.035.900) |
| Issued debt instruments |
Bank borrowings |
Lease liabilities |
Derivative financial assets, net |
Total | |
|---|---|---|---|---|---|
| 1 January 2023 opening balance | (45.318.741) | (50.793.444) | (3.615.126) | 9.374.942 | (90.352.369) |
| Cash flows | (6.421.709) | (47.609.817) | − | (14.242.312) | (68.273.838) |
| Acquisition | 5.118.484 | 42.846.983 | 3.337.241 | 1.707.323 | 53.010.031 |
| Other non-cash changes | (21.224.611) | (19.550.686) | (4.075.573) | 518.134 | (44.332.736) |
| Inflation effect | 23.829.291 | 26.725.106 | 1.636.652 | (3.795.748) | 48.395.301 |
| 31 December 2023 closing balance | (44.017.286) | (48.381.858) | (2.716.806) | (6.437.661) | (101.553.611) |
"Other inflows of cash" in net cash used in operating activities amounting to TL 62.636 (31 December 2023: TL 292.470) represents change in restricted cash (Note 6). "Other outflows of cash, net" in net cash used in financial activities amounting to TL 1.323.700 (31 December 2023: TL 1.579.587) represents change in other financial payment.
None.
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Mobile | 66.107.690 | 54.601.346 |
| Broadband | 46.676.725 | 40.610.524 |
| Corporate data | 9.290.369 | 9.345.530 |
| Fixed voice | 6.708.053 | 7.430.907 |
| International revenue | 6.751.093 | 7.417.559 |
| Other | 26.116.997 | 25.239.512 |
| 161.650.927 | 144.645.378 |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Cost of sales (-) General administrative expenses (-) Marketing, sales and distribution expenses (-) Research and development expenses (-) |
(102.203.929) (19.767.093) (14.688.372) (1.975.696) |
(113.071.596) (18.800.762) (14.991.034) (1.869.838) |
| (138.635.090) | (148.733.230) |
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Personnel expenses | (36.726.536) | (32.175.843) |
| Taxes | (15.800.218) | (13.568.547) |
| Repair and maintenance expenses | (7.661.092) | (7.824.322) |
| Utilities | (5.715.580) | (7.388.143) |
| Cost of sales and cost of equipment sales of technology companies |
(7.070.480) | (6.694.699) |
| International interconnection | (4.965.317) | (5.555.935) |
| Domestic interconnection | (2.176.942) | (3.282.025) |
| Other expenses | (22.114.661) | (21.006.601) |
| Total operating expenses (excluding depreciation | ||
| and amortization expense) | (102.230.826) | (97.496.115) |
| Depreciation, amortization | (36.020.114) | (51.221.356) |
| Impairment expenses of tangible and intangible assets |
(384.150) | (15.759) |
| Total operating expenses | (138.635.090) | (148.733.230) |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Curtailment and settlement gain | 3.544.547 | 355.009 |
| Interest and discount gains | 713.187 | 447.132 |
| Rental income | 573.121 | 517.215 |
| Foreign exchange gains | 384.159 | 1.601.435 |
| Discount income | 13.058 | 1.973 |
| Litigation and indemnity income | − | 557.095 |
| Other | 489.368 | 960.214 |
| Other operating income | 5.717.440 | 4.440.073 |
| Foreign exchange losses | (1.625.297) | (4.765.829) |
| Interest expenses on employee benefit obligations (Note 21) |
(1.028.537) | (588.478) |
| Litigation provision, compensation and penalty expenses (*) |
(264.524) | (525.427) |
| Discount losses | (44.554) | (484.392) |
| Interest cost for litigation provision | (28.975) | (100.336) |
| Other | (456.870) | (902.043) |
| Other operating expense (-) | (3.448.757) | (7.366.505) |
(*) Litigation, compensation and penalty expenses mainly consist of ICTA fines, customer return provisions and lawsuit provisions.
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Fair value gains on currency-protected deposits | 3.611.838 | 5.841.643 |
| Gain from scrap sales | 394.983 | 653.814 |
| Gain on sales of property, plant and equipment | 92.390 | 131.217 |
| Fair value difference of financial investment | 39.466 | 129.806 |
| Income from investing activities | 4.138.677 | 6.756.480 |
| Losses from sales on property, plant and equipment | (9.492) | (68.518) |
| Expense from investing activities (-) | (9.492) | (68.518) |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Interest income on bank deposits | 2.879.176 | 2.998.789 |
| Foreign exchange and derivative instruments gains | 992.185 | 14.392.010 |
| Other | 1.791 | 76.490 |
| Financial Income | 3.873.152 | 17.467.289 |
| Exchange rate difference and futures | (18.669.716) | (34.749.394) |
| Interest expense | (11.050.389) | (9.827.596) |
| Foreign exchange and derivative instruments loss | (373.374) | (391.629) |
| Other (*) | (1.262.346) | (689.530) |
| Financial expenses | (31.355.825) | (45.658.149) |
| Financial expenses, net | (27.482.673) | (28.190.860) |
(*) Consists of expenses such as letter of guarantee, bank transaction costs and commissions.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Non-monetary items | 1 January - 31 December 2024 |
|---|---|
| Statement of financial position items | 25.796.151 |
| Inventories | 1.302.065 |
| Prepaid expenses | 810.809 |
| Other current assets | 791.802 |
| Property, plant and equipment |
35.189.002 |
| Intangible assets | 24.673.926 |
| Right of use assets | 3.801.296 |
| Deferred tax assets, liability | 2.808.859 |
| Contract liabilities from sale of goods and service contracts |
(1.257.142) |
| Paid-in capital | (23.627.778) |
| Repurchased shares | 6.476 |
| Other accumulated comprehensive income and | |
| expense not to be reclassified to profit or loss | (1.480.610) |
| Other accumulated comprehensive income and | |
| expense to be reclassified to profit or loss | 4.334.012 |
| Restricted reserves | (1.296.153) |
| Retained earnings | (20.260.413) |
| Profit / (loss) statement items |
(2.397.443) |
| Revenue | (18.243.760) |
| Cost of sales |
9.360.283 |
| Research and development expenses | 211.010 |
| Marketing expenses | 1.326.221 |
| General and administrative expenses | 1.785.746 |
| Other income/expenses from operating activities | 55.106 |
| Income/expenses from investment activities | (530.168) |
| Finance income/expenses | 3.559.920 |
| Tax expense for the period | 78.199 |
| Net Monetary Position Gains/(Losses) | 23.398.708 |
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Corporate tax payable: Current corporate tax provision Prepaid taxes and funds (-) |
680.095 (214.346) |
403.734 (378.514) |
| Tax payable | 465.749 | 25.220 |
TÜRK TELEKOMÜNİKASYON ANONİM ŞİRKETİ AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Tax expense: | ||
| Current tax expense: | ||
| Current income tax expense | (855.645) | (394.043) |
| Adjustments in respect of income tax of previous year | − | 1.728 |
| Deferred income (Note 11) : | ||
| Deferred tax income/(expense) | (15.342.953) | 19.149.020 |
| (16.198.598) | 18.756.705 |
As of 31 December 2024 deferred tax expense amounting to TL 734.453 (31 December 2023: TL 758.254 income) are recognized in the consolidated statement of other comprehensive income.
The Company and its subsidiaries located in Turkey are subject to taxation in accordance with the tax regulations and the legislation effective in Turkey where the Group companies operate. Corporate tax returns are required to be filed by the twenty-fifth day of the fourth month following the balance sheet date and taxes must be paid in one instalment by the end of the fourth month.
In Turkey, the corporate tax rate is 25% as of 31 December 2024. As of the three months period ended 31 December 2024, corporate tax provisions have been calculated and accrued at 25% (31 December 2023: 25%).
The tax legislation provides for a temporary tax of 25% to be calculated and paid based on earnings generated for first three quarters for the period ended 31 December 2024. The amounts thus calculated and paid are offset against the final corporate tax liability for the year.
In Turkey, the tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return. Therefore, provision for taxes, as reflected in the consolidated financial statements, has been calculated on a separate-entity basis.
Corporate tax losses can be carried forward for a maximum period of five years following the year in which the losses were incurred. The tax authorities can inspect tax returns and the related accounting records for a retrospective maximum period of five years.
Dividend payments made to resident and non-resident individuals, non-resident legal entities and corporations resident in Turkey (except for the ones exempt from corporate and income tax), are subject to an income tax of 15%.
Dividend payments made from a corporation resident in Turkey to a corporation also resident in Turkey are not subject to income tax. Furthermore, income tax is not calculated in case the profit is not distributed or transferred to equity.
The dividend income (excluding the participation certificates of investment funds and profit shares derived from the share certificates of investment trusts) derived by entities from the participation in the capital of another resident entity is exempt from corporate tax. Furthermore, 25% of the income derived by entities from the sale of participation shares and real estates (immovable property) preferential rights, founders' shares and redeemed shares which are carried in assets at least for two years is exempt from corporate tax as of 31 December 2024.
TÜRK TELEKOMÜNİKASYON ANONİM ŞİRKETİ AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
In order to be able to benefit from the exemption, the relevant income should be kept under a fund account in the liabilities and should not be withdrawn from the enterprise for 5 years. The sales amount should be collected by the end of the second calendar year following the year of sale.
The reconciliation between tax expense and the product of accounting profit multiplied by applicable tax is as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Profit / (loss) before tax: | 24.654.743 | 4.952.530 |
| Tax at the corporate tax rate of (25%) (2023:25%) | (6.163.686) | (1.238.133) |
| Tax effects of: | ||
| -Expenses that are not deductible in determining taxable | (314.784) | (258.552) |
| profit -Tax rate difference of subsidiaries |
(53.093) | (9.298) |
| -Deferred tax asset recognition from cash capital increase |
(86.289) | 68.072 |
| -Deferred tax asset recognition from investment | (4.258.121) | 4.147.276 |
| allowances and previous years' tax losses carried forward | ||
| by subsidiaries | ||
| -Deferred tax effect resulting from investment incentive | (2.652.553) | 2.090.312 |
| -R&D investment incentive | 516.734 | 789.892 |
| -Previously unrecognised tax loss temporary difference of | 735.816 | 1.244.051 |
| a prior period | ||
| -Adjustments and tax losses of subsidiaries not subject to | (250.781) | (1.669.320) |
| deferred tax and other | ||
| -Inflation effects | (3.671.841) | 13.592.405 |
| Tax income / (expense) for the year | (16.198.598) | 18.756.705 |
Earnings of the Group that are derived from investments linked to an investment incentive certificate are subject to corporate tax at discounted rates for a certain period, which starts when the investment starts to partly or fully operate, and ends when the maximum investment contribution amount is reached. Within this scope, the Group has accounted for TL 2.559.795 (31 December 2023: TL 5.212.348) of tax advantages as deferred tax assets which are expected to be recovered in the foreseeable future in the consolidated financial statements as of 31 December 2024.
Deferred tax assets are recognized for deductible temporary differences, carry forward tax losses and indefinite-life investment incentives which allows payment of corporate tax at discounted rates, as long as it is probable that sufficient taxable income will be generated in the future. In this context, the Group recognizes deferred tax assets from investment incentives based on long-term plans, including taxable profit projections derived from business models, which are re-evaluated at each balance sheet date to assess recoverability of such deferred tax assets.
The Group expects to recover such deferred tax assets within 2 years from the balance sheet date. In the sensitivity analysis performed as of 31 December 2024, when the inputs of the key macroeconomic and sectoral assumptions that form the business plans are increased/decreased by 10%, there is no change in the projected 2-year recovery periods of deferred tax assets related to investment incentives.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Financial risk policies of the Group are managed centrally with the support of a committee. All Group companies meet their cash needs determined in business plans approved by their boards, by using credits or capital increase with guidance of the central management. The Group may choose long or short term financing according to their financing needs and market assumptions.
The Group's risk management policies are designed to identify and analyze the risks faced by the Group, to determine appropriate risks limits and controls, and to observe commitment to these limits. Risk management policies and systems are constantly under review to reflect changes in the Group's activities and market conditions.
The Group audit committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group audit committee is assisted in its oversight role by internal audit.Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
The Group's principal financial instruments comprise forward market transactions, bank loans and cash and short-term deposits. The main purpose of these financial instruments is to raise funds for the Group's operations and to hedge interest rate risk. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. The main risks arising from the Group's financial instruments are cash flow interest rate risk, liquidity risk, foreign currency risk and credit risk. The board reviews and agrees to policies for managing each of these risks.
| Receivables | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Trade receivables | Other receivables | ||||||||
| 31 December 2024 | Related parties |
Third parties |
Related parties |
Third parties |
Contract assets |
Cash and cash equivalent |
Derivative instruments |
Financial investments |
Other |
| Maximum credit risk exposed to as at the reporting | |||||||||
| date (A+B+C+D+E) | 1.142.227 | 20.776.284 | 41 | 3.018.440 | 7.657.562 | 7.526.819 | 1.176.434 | 10.538.921 | 127.727 |
| - Guaranteed portion of the maximum risk | − | 587.876 | − | − | − | − | − | − | − |
| A. Carrying amount of financial assets not overdue | |||||||||
| or not impaired | 1.142.227 | 17.242.766 | 41 | 3.018.440 | 7.657.562 | 7.526.819 | 1.176.434 | 10.538.921 | 127.727 |
| B. Carrying amount of financial assets with | |||||||||
| rediscussed conditions that are considered overdue | |||||||||
| or impaired if not rediscussed | − | − | − | − | − | − | − | − | − |
| C. Carrying amount of financial assets overdue but | |||||||||
| not impaired | − | 3.533.518 | − | − | − | − | − | − | − |
| -Overdue (gross book value) | − | 3.740.402 | − | (27.511) | − | − | − | − | − |
| -Impairment (-) | − | (3.740.402) | − | 27.511 | − | − | − | − | − |
| Receivables | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Trade receivables | Other receivables | ||||||||
| 31 December 2023 | Related parties |
Third parties |
Related parties |
Third parties |
Contract assets |
Cash and cash equivalent |
Derivative instruments |
Financial investments |
Other |
| Maximum credit risk exposed to as at the reporting | |||||||||
| date (A+B+C+D+E) | 910.311 | 18.704.073 | − | 490.296 | 5.173.987 | 19.622.532 | 6.607.226 | 11.302.376 | 55.483 |
| - Guaranteed portion of the maximum risk | − | 1.098.810 | − | − | − | − | − | − | − |
| A. Carrying amount of financial assets not overdue or | |||||||||
| not impaired | 910.311 | 3.195.836 | − | 490.296 | 5.173.987 | 19.622.532 | 6.607.226 | 11.302.376 | 55.483 |
| B. Carrying amount of financial assets with | |||||||||
| rediscussed conditions that are considered overdue or | |||||||||
| impaired if not rediscussed | − | − | − | − | − | − | − | − | − |
| C. Carrying amount of financial assets overdue but | |||||||||
| not impaired | − | 15.508.237 | − | − | − | − | − | − | − |
| -Overdue (gross book value) | − | 8.322.172 | − | 164.726 | − | − | − | − | − |
| -Impairment (-) | − | (8.322.172) | − | (164.726) | − | − | − | − | − |
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Financial losses due to Group's receivables and financial assets which result from not implementing agreement clauses related to financial assets by a customer or other party constitutes credit risk.
When determining the credit risk exposure as at the balance sheet date, items like guarantees received, which increase the credit worthiness have not been considered.
As of 31 December 2024, the maximum credit risk Company exposure is reflected by presenting all financial assets from carrying amount on consolidated balance sheet.
Liquidity risk is uncertainty to cover future financial obligations.
The Group's objective is to maintain a balance between current assets and liabilities through close monitoring of payment plans and cash projections.
The Group manages current and long-term funding by maintaining adequate reserves, banking facilities, reserve borrowing facilities and loan agreements with suppliers through continuously monitoring forecast and actual cash flows and matching the maturity profile of financial assets and liabilities.
The table below summarizes the maturity profile of the Group's financial liabilities at 31 December 2024 and 2023 based on contractual undiscounted payments (including interest payments not due yet).
| Contract based maturities as at 31 December 2024 |
Book value | Total contract based cash outflow (I+II+III+IV) |
Less than 3 months (I) |
3 to 12 months (II) |
1 to 5 years (III) |
More than 5 years (IV) |
|---|---|---|---|---|---|---|
| Non-derivative financial | ||||||
| liabilities | ||||||
| Financial liabilities and issued debt | ||||||
| instruments | 66.368.381 | 74.206.270 | 17.798.554 | 10.257.335 | 44.229.078 | 1.921.303 |
| Lease liabilities | 4.159.186 | 6.414.567 | 1.293.800 | 1.487.453 | 3.449.094 | 184.220 |
| Trade payables to unrelated parties | 21.475.697 | 21.547.356 | 21.547.356 | − | − | − |
| Other (*) | 6.370.756 | 5.923.763 | 5.764.167 | − | 159.596 | − |
| Derivative financial liabilities, net | 668.101 | 668.101 | 668.101 | − | − | − |
| Contract based maturities as at 31 December 2023 |
Book value | Total contract based cash outflow (I+II+III+IV) |
Less than 3 months (I) |
3 to 12 months (II) |
1 to 5 years (III) |
More than 5 years (IV) |
| Non-derivative financial | ||||||
| liabilities | ||||||
| Financial liabilities and issued debt | ||||||
| instruments | 92.399.145 | 107.038.794 | 22.681.698 | 33.579.784 | 47.991.098 | 2.786.214 |
| Lease liabilities | 2.716.806 | 3.440.969 | 560.078 | 987.155 | 1.679.990 | 213.746 |
| Trade payables to unrelated parties | 20.054.776 | 20.319.809 | 20.297.231 | 22.578 | − | − |
| Other (*) | 5.347.058 | 5.347.058 | 5.208.581 | − | 138.477 | − |
| Derivative financial liabilities, net | 169.566 | 169.566 | 169.566 | − | − | − |
(*) Other item includes other payables, employee benefit obligations and other current liabilities. Taxes and other payables contained within employee benefit obligations and advances contained within other current liabilities are excluded.
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| 31 December 2024 | 31 December 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Total TL | Total TL | ||||||||
| Equivalent | USD | EUR | Other | Equivalent | USD | EUR | Other | ||
| 1. Trade receivables | 2.891.194 | 65.409 | 14.165 | 63.177 | 2.420.242 | 60.498 | 16.751 | 93.644 | |
| 2a. Monetary financial assets (Cash and banks accounts included) | 1.866.492 | 45.151 | 4.999 | 89.920 | 6.828.413 | 71.186 | 143.114 | 71.044 | |
| 2b. Financial Investments (*) | 10.538.921 | − | − | − | 11.302.402 | − | − | − | |
| 2c. Non-monetary financial assets | − | − | − | − | − | − | − | − | |
| 3. Other | − | − | − | − | − | − | − | − | |
| 4. Current assets (1+2+3) | 15.296.607 | 110.560 | 19.164 | 153.097 | 20.551.057 | 131.684 | 159.865 | 164.688 | |
| 5. Trade receivables | − | − | − | − | − | − | − | − | |
| 6a. Monetary financial assets | − | − | − | − | − | − | − | − | |
| 6b. Non-monetary financial assets | − | − | − | − | − | − | − | − | |
| 7. Other | − | − | − | − | 5.149 | 22 | 139 | (26) | |
| 8. Non-current assets (5+6+7) | − | − | − | − | 5.149 | 22 | 139 | (26) | |
| 9. Total assets (4+8) | 15.296.607 | 110.560 | 19.164 | 153.097 | 20.556.206 | 131.706 | 160.004 | 164.662 | |
| 10. Trade payables | 12.483.101 | 249.161 | 99.235 | 47.113 | 12.186.946 | 259.625 | 136.629 | 93.514 | |
| 11. Financial liabilities | 15.070.795 | 252.911 | 166.591 | 28.099 | 30.220.677 | 837.296 | 170.491 | 18.633 | |
| 12a. Monetary other liabilities | − | − | − | − | − | − | − | − | |
| 12b. Non-monetary other liabilities | 784.670 | 22.235 | 6 | − | 945.482 | 32.108 | 9 | (13) | |
| 13. Short-term liabilities (10+11+12) | 28.338.566 | 524.307 | 265.832 | 75.212 | 43.353.105 | 1.129.029 | 307.129 | 112.134 | |
| 14. Trade payables | − | − | − | − | 651 | − | − | 651 | |
| 15. Financial liabilities | 41.408.933 | 720.141 | 435.024 | 21.000 | 45.640.347 | 1.024.198 | 474.354 | 38.242 | |
| 16a. Monetary other liabilities | − | − | − | − | − | − | − | − | |
| 16b. Non-monetary other liabilities | − | − | − | − | − | − | − | − | |
| 17. Long-term liabilities (14+15+16) | 41.408.933 | 720.141 | 435.024 | 21.000 | 45.640.998 | 1.024.198 | 474.354 | 38.893 | |
| 18. Total liabilities (13+17) | 69.747.499 | 1.244.448 | 700.856 | 96.212 | 88.994.103 | 2.153.227 | 781.483 | 151.027 | |
| 19. Net asset/(liability) position of off balance sheet derivative | |||||||||
| instruments (19a-19b) | 44.852.404 | 771.110 | 480.382 | − | 86.046.164 | 2.426.069 | 449.044 | (55) | |
| 19a. Total asset amount hedged | − | − | − | − | − | − | − | − | |
| 19b. Total liability amount hedged | (44.852.404) | (771.110) | (480.382) | − | (86.046.164) | (2.426.069) | (449.044) | 55 | |
| 20. Loans defined as hedging instruments (**) | 5.510.430 | − | 150.000 | − | 7.054.469 | − | 216.568 | − | |
| 21. Net foreign currency asset/(liability) position (9-18+19+20) | (4.088.058) | (362.778) | (51.310) | 56.885 | 24.662.736 | 404.548 | 44.133 | 13.580 | |
| 22. Net asset/(liability) position of foreign currency monetary items | |||||||||
| (IFRS 7.B23) (=1+2a+2b+5+6a-10-11-12a-14-15-16a) | (53.666.222) (1.111.653) | (681.686) | 56.885 | (67.497.564) | (1.989.435) | (621.609) | 13.648 |
(*) Financial Investments include currency protected time deposits with 180 and 360 days maturity by Group's USD 237.057 and EUR 20.000 of foreign currency deposits.
(**) The Company utilized a loan amounting to EUR 150.000 in order to hedge its net investment in a foreign operation with a EUR functional currency. Foreign exchange gain and/or loss resulting from the subsidiary's net investment portion of this loan is reclassified to reserve for hedge of net investment in a foreign operation under equity.
TÜRK TELEKOMÜNİKASYON ANONİM ŞİRKETİ AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The Group has transactional currency exposures mainly with respect to the financial liabilities and trade payables. Foreign currency denominated borrowings are stated in Note 5.
The following table demonstrates the sensitivity to a reasonably possible change in the USD and EUR exchange rate, with all other variables held constant, of the Group's net profit for the year (due to changes in the fair value of monetary assets and liabilities):
| 31 December 2024 | Profit/Loss | Other comprehensive income | |||
|---|---|---|---|---|---|
| Appreciation of | Depreciation of | Appreciation of | Depreciation of | ||
| foreign currency | foreign currency | foreign currency | foreign currency | ||
| Appreciation of USD against TL by 10%: | |||||
| 1- USD net asset/liability | (4.000.394) | 4.000.394 | − | − | |
| 2- Hedged portion of USD risk (-) | 3.319.288 | (3.140.604) | (27.837) | (160.771) | |
| 3- USD net effect (1+2) | (681.106) | 859.790 | (27.837) | (160.771) | |
| Appreciation of EUR against TL by 10%: | |||||
| 4- EUR net asset/liability | (2.504.276) | 2.504.276 | − | − | |
| 5- Hedged portion of EUR risk (-) | 2.119.974 | (1.957.086) | (6.653) | (183.235) | |
| 6- EUR net effect (4+5) | (384.302) | 547.190 | (6.653) | (183.235) | |
| Appreciation of other foreign currencies against TL by 10%: |
|||||
| 7- Other foreign currency net asset/liability 8- Hedged portion of other foreign currency (-) |
5.067 − |
(5.067) − |
− − |
− − |
|
| 9- Other foreign currency net effect (7+8) | 5.067 | (5.067) | − | − | |
| Total (3+6+9) | (1.060.341) | 1.401.913 | (34.490) | (344.006) |
| 31 December 2023 | Profit/Loss | Other comprehensive income | |||
|---|---|---|---|---|---|
| Appreciation of | Depreciation of | Appreciation of | Depreciation of | ||
| foreign currency | foreign currency | foreign currency | foreign currency | ||
| Appreciation of USD against TL by 10%: | |||||
| 1- USD net asset/liability | (5.950.994) | 5.950.994 | − | − | |
| 2- Hedged portion of USD risk (-) | 5.187.118 | (5.217.902) | 96.266 | (99.298) | |
| 3- USD net effect (1+2) | (763.876) | 733.092 | 96.266 | (99.298) | |
| Appreciation of EUR against TL by 10%: | |||||
| 4- EUR net asset/liability | (2.024.398) | 2.024.398 | − | − | |
| 5- Hedged portion of EUR risk (-) | 1.651.261 | (1.648.208) | 49.292 | (20.004) | |
| 6- EUR net effect (4+5) | (373.137) | 376.190 | 49.292 | (20.004) | |
| Appreciation of other foreign currencies against TL by 10%: |
|||||
| 7- Other foreign currency net asset/liability | 1.363 | (1.363) | − | − | |
| 8- Hedged portion of other foreign currency (-) | − | − | − | − | |
| 9- Other foreign currency net effect (7+8) | 1.363 | (1.363) | − | − | |
| Total (3+6+9) | (1.135.650) | 1.107.919 | 145.558 | (119.302) |
TÜRK TELEKOMÜNİKASYON ANONİM ŞİRKETİ AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
The value of a financial instrument will fluctuate as a result of changes in market prices. The Group's interest rate risk is primarily attributable to its borrowings.
The interest-bearing financial liabilities have variable interest rates, whereas the interest bearing financial assets have a fixed interest rate and future cash flows associated with these financial instruments will not fluctuate in amount. The Group is subject to interest risk due to financial liabilities and finance lease obligations. Policy of the Group is to manage this risk through fixed and variable rates borrowings. In order to cover for these risks, the Group has entered into interest rate swaps (Note 15).
The interest rate risk table is presented below:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Financial instruments with fixed interest rate | ||
| Financial assets (*) | 4.023.899 | 17.274.651 |
| Financial liabilities | (36.247.463) | (57.024.515) |
| (32.223.564) | (39.749.864) | |
| Financial instruments with variable interest rate | ||
| Financial liabilities | (30.120.917) | (35.374.631 |
| Effect of hedging | 4.684.728 | 27.249.012 |
| (25.436.189) | (8.125.619) |
(*) Financial assets consists of cash at banks - time deposit (Note 4).
If the base point of denominated interest rates for financial instruments with variable interest rate was higher 0,25%, with all other variables held constant, the Group's income before tax and minority interest would be lower by TL 11.961 (31 December 2023: TL 20.953) and interest rate was lower 0,25%, with all other variables held constant, the Group's income before tax and minority interest would be higher by TL 11.970 (31 December 2023: TL 21.049) as of 31 December 2024.
On the other side because of hedging, if the base point of interest rate higher/lower 0,25%, equity would have no effect (31 December 2023: would have no effect). If the base point of interest rate lower 0,25%, equity would have no effect (31 December 2023: would have no effect).
The below table summarizes the carrying and fair values of financial asset and liabilities in the Group's consolidated financial statements.
Due to their short-term nature, the fair value of trade and other receivables represents their book value. The fair value of borrowings with fixed interests is obtained by calculating their discounted cash flows using the market interest rate effective at the reporting date. The fair value of foreign currency denominated borrowings with variable interests is obtained by discounting the projected cash flows using estimated market interest rates.
TÜRK TELEKOMÜNİKASYON ANONİM ŞİRKETİ AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
| Carrying amount | Fair value | ||||
|---|---|---|---|---|---|
| 31 December 2024 | 31 December 2023 | 31 December 2024 | 31 December 2023 | ||
| Financial assets | |||||
| Cash and cash equivalents | 7.532.247 | 19.622.532 | 7.532.247 | 19.622.532 | |
| Trade and other receivables | |||||
| (including related parties) | 32.749.988 | 25.278.667 | 32.749.988 | 25.278.667 | |
| Financial investments | 10.940.564 | 11.554.915 | 10.940.564(*) | 11.554.915(*) | |
| Derivative financial assets | 1.176.434 | 6.607.226 | 1.176.434 | 6.607.226 | |
| Financial liabilities | |||||
| Bank borrowings | 41.802.911 | 48.381.858 | 42.071.205 | 49.132.994 | |
| Issued debt instruments | 24.565.470 | 44.017.286 | 24.513.848 | 43.866.063 | |
| Trade payables and other liabilities | |||||
| (including related parties) (**) | 27.396.453 | 25.703.330 | 27.396.453 | 25.703.330 | |
| Derivative financial liabilities | 668.101 | 169.565 | 668.101 | 169.565 |
(*) Group's share in financial investments are carried at cost. Information on fair value of share in these investments are not available.
(**) Trade payables and other liabilities item includes trade and other payables, employee benefit obligations and other liabilities contained within other current liabilities. Taxes and other payables contained within employee benefit obligations and advances contained within other current liabilities are excluded.
The group classifies the fair value measurement of each class of financial instruments according to the source, using the three-level hierarchy, as follows:
Level 1: Market price valuation techniques for the determined financial instruments traded in markets (unadjusted)
Level 2: Other valuation techniques includes direct or indirect observable inputs
Level 3: Valuation techniques does not contains observable market inputs
Fair value hierarchy table as at 31 December 2024 is as follows:
| Fair Value Measurement | |||||
|---|---|---|---|---|---|
| Date of Valuation | Total | Quoted Prices in Active Markets (Level 1) |
Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|
| Financial assets measured at fair value: | |||||
| Derivative Financial Assets: Cross currency swaps (*) |
31 December 2024 | 1.169.970 | − | 1.169.970 | − |
| Commodity derivative (Copper) | 31 December 2024 | 6.464 | − | 6.464 | − |
| Currency protected time deposit | 31 December 2024 | 10.539.122 | − | 10.539.122 | − |
| Liquid fund | 31 December 2024 | 1.295.760 | 1.295.760 | − | − |
| Financial liabilities measured at fair value: | |||||
| Derivative Financial Liabilities: | |||||
| Cross currency swaps (*) | 31 December 2024 | 668.101 | − | 668.101 | − |
| Other financial liabilities not measured at fair value: | |||||
| Bank loans | 31 December 2024 | 42.071.205 | − | 42.071.205 | − |
| Issued debt instruments | 31 December 2024 | 24.513.848 | 24.513.848 | − | − |
(*) Consist of cross currency swap, forward and foreign currency swap contracts.
TÜRK TELEKOMÜNİKASYON ANONİM ŞİRKETİ AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2024 unless otherwise stated.)
Fair value hierarchy table as at 31 December 2023 is as follows:
| Fair Value Measurement | |||||
|---|---|---|---|---|---|
| Quoted Prices in | Significant | Significant | |||
| Active Markets | Observable | Unobservable | |||
| Date of Valuation | Total | (Level 1) | Inputs (Level 2) | Inputs (Level 3) | |
| Financial assets measured at fair value: | |||||
| Derivative Financial Assets: | |||||
| Cross currency swaps (*) | 31 December 2023 | 6.542.078 | − | 6.542.078 | − |
| Commodity derivative (Copper) | 31 December 2023 | 65.148 | − | 65.148 | − |
| Currency protected time deposit | 31 December 2023 | 11.302.376 | − | 11.302.376 | − |
| Liquid fund | 31 December 2023 | 231.703 | 231.703 | − | − |
| Financial liabilities measured at fair value: | |||||
| Issued debt instruments | 31 December 2023 | 19.252.270 | 19.252.270 | − | − |
| Derivative Financial Liabilities: | |||||
| Cross currency swaps (*) | 31 December 2023 | 140.238 | − | 140.238 | − |
| Commodity derivative (Copper) | 31 December 2023 | 29.297 | − | 29.297 | − |
| Other financial liabilities not measured at fair value: | |||||
| Bank loans | 31 December 2023 | 49.132.994 | − | 49.132.994 | − |
| Issued debt instruments | 31 December 2023 | 24.613.793 | 24.613.793 | − | − |
(*) Consist of cross currency swap, forward and foreign currency swap contracts.
The primary objective of the Group's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders or return capital to shareholders. No changes were made in the objectives, policies or processes during the years 2024 and 2023.
The fees related to the services received by the Group from the independent auditor/independent audit firm are presented below:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Audit fee for the year | 49.080 | 52.488 |
| Fees for tax advisory services | 3.641 | 2.354 |
| Fees for other assurance services | 6.107 | 443 |
| Total | 58.828 | 55.285 |
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