Audit Report / Information • Mar 5, 2025
Audit Report / Information
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MİGROS TİCARET A.Ş.
(ORIGINALLY ISSUED IN TURKISH)
To the General Assembly of Migros Ticaret A.Ş.
We have audited the accompanying consolidated financial statements of Migros Ticaret A.Ş. (the "Company") and its subsidiaries (collectively referred to as 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, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended and notes to the consolidated financial statements (Note 1 -33) comprising a summary of significant accounting policies.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with Turkish Financial Reporting Standards ("TFRS").
Our audit was conducted in accordance with the Standards on Independent Auditing (the "SIA") that are part of Turkish Standards on Auditing adopted within the framework of the regulations of the Capital Markets Board and issued by the Public Oversight Accounting and Auditing Standards Authority (the "POA"). Our responsibilities under these standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements" section of our report. We hereby declare that we are independent of the Group in accordance with the Ethical Rules for Independent Auditors (including Independence Standards) (the "Ethical Rules") the ethical requirements regarding independent audit in regulations issued by the POA; the regulations of the Capital Markets Board; and other relevant legislation are relevant to our audit of the financial statements. We have also fulfilled our other ethical responsibilities in accordance with the Ethical Rules and regulations. We believe that the audit evidence we have obtained during the independent audit provides a sufficient and appropriate 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. Key audit matters were addressed in the context of our independent 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.
| Key Audit Matters | How the key audit matter was addressed in the audit |
|---|---|
| Revenue Recognition | |
| The Group operates in the retail market, had 3,621 stores as of 31 December 2024 and obtained revenue of 293.7 billion TRY in 2024. |
We performed the following auditing procedures in relation to the recognition of revenue in the |
| In addition to being the most important financial statement item for the retail industry, revenue is one of the most important criteria for performance measurement and evaluation of the results of strategies applied by management. "Recognition of revenue obtained from retail sales" was identified as a key audit matter since the transaction volume is high due to the number of stores and revenue is obtained from so many sales points. There is risk in the retail industry due to the amount of data processed by information technology systems. The relevant explanations, including accounting policies related to revenue recognition, are provided in Notes 2 and 16. |
financial statements: - We developed an understanding of sales processes and tested the design, implementation and operating effectiveness of key controls within the revenue recognition process. In this framework, cash obtained from retails sales passing through the cashier system throughout the year was verified using the relevant bank documents on a sample basis and reconciled with the turnover accounted for. - We evaluated the appropriateness of the Group's accounting policy for revenue recognition. - We performed analytical tests to analyse the change in sales. The annual inflation rate used in these reviews was obtained from independent sources and square meters were evaluated by checking maps of selected stores on a sample basis. Product-based and category-based sales and gross margins were compared to prior periods and their consistency was evaluated. - Since revenue is realized at a large number of sales points, the accuracy of amounts transferred to the cashier system at the end of each day was tested by comparing the end of day reports with the accounting records. |
Management is responsible for the other information. The other information comprises the Appendix I added to "Other information" section in the report but does not include the consolidated financial statements and our auditor's report thereon. Our conclusion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our review of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the review or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Group 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.
Responsibilities of independent auditors in an independent audit are as follows:
Our aim is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an independent auditor's report that includes our opinion. Reasonable assurance expressed as a result of an independent audit conducted in accordance with SIA is a high level of assurance but does not guarantee that a material misstatement will always be detected. Misstatements can arise from fraud or error. Misstatements 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 independent audit conducted in accordance with SIA, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
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 provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence. We also communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards actions taken to eliminate threats or safeguards applied.
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.
PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.
Burak Özpoyraz, SMMM Independent Auditor
Istanbul, 5 March 2025
| CONSOLIDATED BALANCE SHEETS |
1-3 | |
|---|---|---|
| CONSOLIDATED STATEMENTS OF PROFIT OR LOSS |
4 | |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
5 | |
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY |
6 | |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
7-8 | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR |
||
| THE YEAR | ENDED 1 JANUARY – 31 DECEMBER 2024 |
9-70 |
| NOTE 1 | ORGANISATION AND NATURE OF OPERATIONS | 9-10 |
| NOTE 2 | BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS | 10-31 |
| NOTE 3 | BUSINESS COMBINATION | 32-33 |
| NOTE 4 | CASH AND CASH EQUIVALENTS | 34 |
| NOTE 5 | FINANCIAL INVESTMENTS | 34-35 |
| NOTE 6 | TRADE RECEIVABLES AND PAYABLES | 35-36 |
| NOTE 7 | OTHER RECEIVABLES AND PAYABLES | 36-37 |
| NOTE 8 | INVENTORIES | 37 |
| NOTE 9 | PREPAID EXPENSES AND DEFERRED INCOME | 38 |
| NOTE 10 | PROPERTY, PLANT AND EQUIPMENT | 39-40 |
| NOTE 11 | INTANGIBLE ASSETS | 41 |
| NOTE 12 | GOODWILL | 41-42 |
| NOTE 13 | RIGHT OF USE ASSETS | 42-44 |
| NOTE 14 | BORROWINGS | 44-47 |
| NOTE 15 | PROVISIONS, CONTINGENT ASSETS AND LIABILITIES | 47-49 |
| NOTE 16 | EMPLOYEE BENEFITS | 49-50 |
| NOTE 17 | REVENUE | 50-51 |
| NOTE 18 | EXPENSES BY NATURE | 51-52 |
| NOTE 19 | OTHER OPERATING INCOME AND EXPENSES | 52 |
| NOTE 20 | INCOME AND EXPENSES FROM INVESTING ACTIVITIES | 53 |
| NOTE 21 | FINANCE INCOME | 53 |
| NOTE 22 | FINANCE EXPENSES | 53 |
| NOTE 23 | TAX ASSETS AND LIABILITIES | 54-56 |
| NOTE 24 | CAPITAL, RESERVES AND OTHER EQUITY ITEMS | 57-58 |
| NOTE 25 | RELATED PARTY DISCLOSURES | 59-60 |
| NOTE 26 | EARNINGS PER SHARE | 60 |
| NOTE 27 | NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS | 61-64 |
| NOTE 28 | EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION | 64-67 |
| NOTE 29 | FINANCIAL INSTRUMENTS | 67-68 |
| NOTE 30 NOTE 31 |
EXPLANATIONS REGARDING NET MONETARY POSITION GAINS/(LOSES) FEES FOR SERVICES RECEIVED FROM INDEPENDENT AUDIT FIRM |
68 69 |
| NOTE 32 | NON – CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | 69 |
| NOTE 33 | EVENTS AFTER THE REPORT | 69 |
| APPENDIX - 1 | EBITDA | 70 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| Notes | Audited 31 December 2024 |
Audited 31 December 2023 |
|
|---|---|---|---|
| ASSETS | |||
| Current assets: | |||
| Cash and cash equivalents | 4 | 22,524,342 | 17,837,809 |
| Financial investments | 5 | 21,524 | 667,760 |
| Trade receivables | 6 | 1,398,068 | 534,180 |
| -Trade receivables from related parties | 25 | 63,087 | 2,454 |
| -Trade receivables from third parties | 6 | 1,334,981 | 531,726 |
| Other receivables | 1,089,038 | 3,071,359 | |
| -Other receivables from third parties | 7 | 1,089,038 | 3,071,359 |
| Inventories | 8 | 31,152,150 | 31,660,576 |
| Prepaid expenses | 9 | 1,297,241 | 813,586 |
| Current income tax assets | 23 | 153,811 | - |
| Other current assets | 57,824 | 99,394 | |
| Total current assets | 57,693,998 | 54,684,664 | |
| Non-current assets: | |||
| Financial investments | 5 | 3,402,581 | 1,668,953 |
| Other receivables | 34,919 | 27,612 | |
| -Other receivables from third parties | 7 | 34,919 | 27,612 |
| Property, plant and equipment | 10 | 32,323,282 | 29,301,055 |
| Right of use assets | 13 | 32,831,180 | 23,426,991 |
| Intangible assets | 22,132,945 | 21,328,032 | |
| -Goodwill | 12 | 20,068,001 | 19,770,657 |
| -Other intangible assets | 11 | 2,064,944 | 1,557,375 |
| Prepaid expenses | 9 | 1,639,978 | 2,578,316 |
| Total non-current assets | 92,364,885 | 78,330,959 | |
| Total assets | 150,058,883 | 133,015,623 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| Notes | Audited 31 December 2024 |
Audited 31 December 2023 |
|
|---|---|---|---|
| LIABILITIES | |||
| Current liabilities: | |||
| Short term borrowings | 645,792 | 578,225 | |
| -Bank loans | 14 | 645,792 | 578,225 |
| Short term portion of long term borrowings | 4,177,658 | 3,722,587 | |
| -Bank loans | 14 | 348,395 | 1,086,111 |
| -Lease liabilities | 13 | 3,829,263 | 2,636,476 |
| Trade payables | 57,708,638 | 53,983,947 | |
| -Trade payables to related parties | 25 | 2,001,015 | 1,814,041 |
| -Trade payables to third parties | 6 | 55,707,623 | 52,169,906 |
| Payables related to employee benefits | 16 | 2,329,551 | 2,368,101 |
| Other payables | 2,570,127 | 1,004,899 | |
| -Other payables to third parties | 7 | 2,570,127 | 1,004,899 |
| Deferred income | 9 | 1,739,934 | 1,329,019 |
| Current tax liabilities | 23 | - | 170,067 |
| Short term provisions | 1,841,892 | 1,662,884 | |
| -Short term provisions for | |||
| employee benefits | 16 | 1,353,287 | 1,353,911 |
| -Other short term provisions | 15 | 488,605 | 308,973 |
| Total non-current liabilities | 71,013,592 | 64,819,729 | |
| Non-current liabilities: | |||
| Long term borrowings | 16,272,191 | 10,526,879 | |
| -Bank loans | 14 | 214,184 | 1,250,921 |
| -Lease liabilities | 13 | 16,058,007 | 9,275,958 |
| Other payables | 26,055 | 64,129 | |
| -Other payables to third parties | 7 | 26,055 | 64,129 |
| Deferred income | 211,650 | 541,739 | |
| Long term provisions | 1,385,774 | 1,725,829 | |
| -Long term provisions for | |||
| employee benefits | 16 | 1,385,774 | 1,725,829 |
| Deferrex tax liabilities | 23 | 3,467,425 | 2,993,957 |
| Total non-current liabilities | 21,363,095 | 15,852,533 | |
| Total liabilities | 92,376,687 | 80,672,262 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| EQUITY | Notes | Audited 31 December 2024 |
Audited 31 December 2023 |
|---|---|---|---|
| Attributable to equity holders of parent | 57,309,280 | 52,011,551 | |
| Share capital | 24 | 181,054 | 181,054 |
| Share capital adjustment differences | 24 | 3,359,496 | 3,359,496 |
| Treasury shares | 24 | (861,574) | (861,574) |
| Other comprehensive income/(expense) | |||
| not to be classified to profit or loss | (499,615) | 286,225 | |
| -Defined benefit plans re-measurement losses | (2,872,906) | (2,371,460) | |
| -Revaluation fund of property, plant and equipment | 2,373,291 | 2,657,685 | |
| Other accumulated comprehensive income | |||
| to be classified to profit or loss | 2,130,484 | 1,376,724 | |
| -Currency translation differences | - | 442,433 | |
| -Gains on financial assets measured | |||
| at fair value through other compherensive income | 2,130,484 | 934,291 | |
| Dividend advances paid | (516,726) | - | |
| Other reserves | 1,730,523 | 1,432,056 | |
| Retained earnings | 45,445,895 | 33,490,787 | |
| Net income for the year | 6,339,743 | 12,746,783 | |
| Non-controlling interests | 372,916 | 331,810 | |
| Total equity | 57,682,196 | 52,343,361 | |
| Total liabilities and equity | 150,058,883 | 133,015,623 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| Audited 1 January - |
Audited 1 January - |
||
|---|---|---|---|
| Notes | 31 December 2024 | 31 December 2023 | |
| Revenue | 17 | 293,779,664 | 262,132,403 |
| Cost of sales (-) | 17 | (225,775,911) | (213,170,188) |
| Gross Profit | 68,003,753 | 48,962,215 | |
| General administrative expenses (-) | 18 | (5,545,282) | (4,245,499) |
| Marketing expenses (-) Other operating income |
18 19 |
(56,640,106) 2,509,938 |
(49,113,567) 1,980,707 |
| Other operating expenses (-) | 19 | (17,804,038) | (7,221,729) |
| Operating loss | (9,475,735) | (9,637,873) | |
| Income from investment activities Expenses from investment activities (-) |
20 20 |
625,677 (356,097) |
543,697 (35,335) |
| Operating loss before financial expense /(income) | (9,206,155) | (9,129,511) | |
| Financial income | 21 | 6,933,549 | 5,649,171 |
| Financial expense (-) | 22 | (8,628,180) | (5,272,558) |
| Monetary gains | 18,842,863 | 24,292,001 | |
| Net profit before tax from continuing operation |
7,942,077 | 15,539,103 | |
| Tax expense from continuing operations | (1,403,318) | (2,719,081) | |
| Income tax expense (-) | 23 | (583,381) | (997,899) |
| Deferred tax expense | 23 | (819,937) | (1,721,182) |
| Profit from continuing activities | 6,538,759 | 12,820,022 | |
| Profit from discontinued operations | 35,232 | 37,498 | |
| Net profit for the year | 6,573,991 | 12,857,520 | |
| Net profit attributable to: | |||
| - Non-controlling interests | 234,248 | 110,737 | |
| - Equity holders of parent | 26 | 6,339,743 | 12,746,783 |
| Earnings per share ("TRY") from contiuning operations Earnings per share ("TRY") from discounted operations |
26 33 |
36.11 0.19 |
70.81 0.21 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| Audited 1 January - 31 December 2024 |
Audited 1 January - 31 December 2023 |
|
|---|---|---|
| Net profit for the year | 6,573,991 | 12,857,520 |
| Items that not to be reclassified | ||
| to profit or loss | (268,211) | 782,194 |
| -Revaluation of fund of | ||
| property, plant and equipment | 642,533 | 1,620,366 |
| -Defined benefit plans remeasurement losses | (910,744) | (838,172) |
| Tax effect of items not to be reclassified to profit or loss |
411,104 | (54,132) |
| -Tax effect of revaluation fund of | ||
| property, plant and equiptment | 1,806 | (263,675) |
| -Tax effect of defined benefits plan remeasurement | ||
| losses | 409,298 | 209,543 |
| Items to be reclassified to profit or loss | 818,395 | (115,430) |
| -Other comprehensive income on financial assets | ||
| at fair value through other comprehensive income | 1,260,828 | (1,464) |
| -Currency translation differences | (442,433) | (113,966) |
| Tax effect of items to be reclassified | ||
| to profit or loss | (64,635) | 439 |
| -Tax effect other comprehensive income on financial assets at fair value through other comprehensive income |
(64,635) | 439 |
| Other comprehensive income, after tax | 896,653 | 613,071 |
| Total comprehensive income | 7,470,644 | 13,470,591 |
| Total comprehensive income attributable to | 7,470,644 | 13,470,591 |
| -Non-controlling interests | 234,248 | 110,737 |
| -Equity holders of parents | 7,236,396 | 13,359,854 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| Other comprehensive income and expenses not to be reclassified to profit or loss |
Other comprehensive income and expenses to be reclassified to profit or loss |
Retained earnings | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Share Capital adjustment differences |
Other reserves |
Treasury shares |
Defined benefit plans revaluation and measurement losses |
Increase of revaluation fund of property plant and equipment |
Gains on financial assets at fair value through other comprehensive income |
Currency translation differences |
Dividend advances paid |
earnings | Net Retained profit for the year |
Attributable to equity holders of the parents |
Non controlling interests |
Total equity |
|
| Balances as of 1 January 2023 | 181,054 | 3,359,496 | 2,390,375 | (861,574) | (1,742,831) | 1,461,863 | 935,316 | 556,399 | - | 20,133,959 | 13,195,959 | 39,610,016 | 104,825 | 39,714,841 |
| Transfers Transaction with non-controlling Shareholders |
- - |
- - |
- - |
- - |
- - |
(160,869) - |
- - |
- - |
- - |
13,356,828 - |
(13,195,959) - |
- - |
- 116,248 |
- 116,248 |
| Dividend paid | - | - | (958,319) | - | - | - | - | - | - | - | - | (958,319) | - | (958,319) |
| Total comprehensive income | - | - | - | - | (628,629) | 1,356,691 | (1,025) | (113,966) | - | - | 12,746,783 | 13,359,854 | 110,737 | 13,470,591 |
| Net income for the year Foreign currency translation differences Revaluation and measurement losses/(gains) |
- - - |
- - - |
- - - |
- - - |
- - (628,629) |
- - - |
- - (1,025) |
- (113,966) - |
- - - |
- - - |
12,746,783 - - |
12,746,783 (113,966) (629,654) |
110,737 - - |
12,857,520 (113,966) (629,654) |
| Gain on revaluation and measurement property, plant and equipment |
- | - | - | - | - | 1,356,691 | - | - | - | - | - | 1,356,691 | - | 1,356,691 |
| Balances as of 31 December 2023 | 181,054 | 3,359,496 | 1,432,056 | (861,574) | (2,371,460) | 2,657,685 | 934,291 | 442,433 | - | 33,490,787 | 12,746,783 | 52,011,551 | 331,810 | 52,343,361 |
| Balances as of 1 January 2024 | 181,054 | 3,359,496 | 1,432,056 | (861,574) | (2,371,460) | 2,657,685 | 934,291 | 442,433 | - | 33,490,787 | 12,746,783 | 52,011,551 | 331,810 | 52,343,361 |
| Transfers Transaction with non-controlling |
- | - | 361,495 | - | - | (570,975) | - | - | - | 12,956,263 | (12,746,783) | - | - | - |
| shareholders Acquisition /Disposal of a subsidiary Dividend paid |
- - - |
- - |
- - (63,028) |
- - - |
- - - |
- (357,758) - |
- - - |
- - - |
- - (516,726) |
- 432,415 (1,433,570) |
- - - |
- 74,657 (2,013,324) |
(193,142) - - |
(193,142) 74,657 (2,013,324) |
| Total comprehensive income | - | - | - | - | (501,446) | 644,339 | 1,196,193 | (442,433) | - | - | 6,339,743 | 7,236,396 | 234,248 | 7,470,644 |
| Net income for the year Foreign currency translation differences Gain on revaluation and measurement Revaluation fund of |
- - - |
- - - |
- - - |
- - - |
- - (501,446) |
- - |
- - 1,196,193 |
- (442,433) - |
- - - |
- - - |
6,339,743 - - |
6,339,743 (442,433) 694,747 |
234,248 - - |
6,573,991 (442,433) 694,747 |
| property, plant and equipment | - | - | - | - | - | 644,339 | - | - | - | - | - | 644,339 | - | 644,339 |
| Balances as of 31 December 2024 | 181,054 | 3,359,496 | 1,730,523 | (861,574) | (2,872,906) | 2,373,291 | 2,130,484 | - | (516,726) | 45,445,895 | 6,339,743 | 57,309,280 | 372,916 | 57,682,196 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| Notes | Audited 1 January - 31 December 2024 |
Audited 1 January - 31 December 2023 |
|
|---|---|---|---|
| Cash flows from operating activities: | |||
| Net profit for the year | 6,573,991 | 12,857,520 | |
| Profit from continuing activities | 6,538,759 | 12,820,022 | |
| Profit from discontinued operations | 35,232 | 37,498 | |
| Adjustments related to reconciliation of | |||
| net profit for the year | 29,432,697 | 19,635,214 | |
| Adjustments for depreciation and amortisation expenses | 18 | 9,977,506 | 8,933,801 |
| Adjustments for impairment on receivables | 6 | 36,609 | 12,232 |
| Adjustments for inventory provisions | 8 | (137,472) | 77,250 |
| Adjustments for impairment on property, plant and equipment | 20 | 356,097 | 35,335 |
| Adjustments for provision for employee benefits | 16 | 1,014,328 | 1,809,088 |
| Adjustments for provision for litigation | 15 | 247,235 | 126,411 |
| Adjustments for other provisions | 15 | 214,970 | (644,973) |
| Adjustments for interest income | 21 | (6,296,716) | (3,562,159) |
| Adjustments for interest expense | 22 | 8,344,061 | 4,924,583 |
| Adjustments for deferred financing | |||
| due to forward purchases expenses | 19 | 17,035,401 | 6,824,703 |
| Adjustments for unearned finance income from sales | 19 | (2,124,831) | (1,278,430) |
| Adjustments for unrealized foreign exchange losses | 14 | 14,368 | 73,538 |
| Adjustments for fair value losses | |||
| arising from derivatives | 21,22 | (62,325) | 23,076 |
| Adjustments for income tax expense/(income) | 23 | 1,403,318 | 2,719,081 |
| Gain on sale of | |||
| property plant and equipment | 20 | (187,595) | (528,341) |
| Adjustments for gains from sale of subsidiaries | (438,082) | - | |
| Adjustments for monetary loss/(gain) | 35,825 | 90,019 | |
| Changes in net working capital | 8,718,826 | 391,305 | |
| Adjustments for increase in trade receivables | (811,801) | 652,704 | |
| Adjustments for increase in inventories | 645,898 | (4,968,984) | |
| Adjustments for increase in other receivables related with operations | 2,527,395 | (5,946,109) | |
| Adjustments for increase in trade payables | 4,253,186 | 5,417,295 | |
| Adjustments for increase in other payables related with operations | 2,104,148 | 5,236,399 | |
| Cash flows from operating activities | 44,725,514 | 32,884,039 | |
| Employee benefits paid | 16 | (1,166,149) | (2,719,295) |
| Interest received | 2,107,608 | 1,314,301 | |
| Interest paid | (17,563,896) | (8,311,335) | |
| Taxes paid | (893,380) | (429,593) | |
| Other provisions paid | (165,777) | (551,374) | |
| Net cash provided by operating activities | 27,043,920 | 22,186,743 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| Notes | Audited 1 January - 31 December 2024 |
Audited 1 January - 31 December 2023 |
|
|---|---|---|---|
| Investing activities | |||
| Cash outflows from the purchase of | |||
| tangible and intangible assets | 10,11 | (9,903,941) | (9,252,075) |
| Cash inflows from the sale of | |||
| tangible and intangible assets | 1,111,390 | 1,896,867 | |
| Cash inflows from disposal of subsidiaries | 797,117 | - | |
| Obtaining control of subsidiaries | |||
| cash outflows for purchases | (1,016,551) | (295,183) | |
| Cash flows from investing activities | (9,011,985) | (7,650,391) | |
| Financing activities | |||
| Proceeds from borrowings | 14 | 2,605 | 1,874,516 |
| Cash outflows from repayments of borrowings | 14 | (977,702) | (2,805,734) |
| Cash outflows from repayment of derivative instruments | 62,325 | (17,194) | |
| Interest received | 21 | 6,296,716 | 3,562,159 |
| Interest paid | (5,346,885) | (3,033,151) | |
| Dividends paid | (2,013,324) | (958,319) | |
| Cash outflows from payments | |||
| of rent agreements | (4,578,054) | (3,559,179) | |
| Cash flows from financing activities | (6,554,319) | (4,936,902) | |
| Monetary loss on cash and cash equivalents | (6,599,636) | (10,137,277) | |
| Effect of foreign currency translation differences on cash and cash equivalents |
(191,447) | 108,741 | |
| Net increase/(decrease) in cash and cash equivalents | 4,686,533 | (429,086) | |
| Cash and cash equivalents at the begining of the year | 4 | 17,837,809 | 18,266,895 |
| Cash and cash equivalents at the end of the year | 4 | 22,524,342 | 17,837,809 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Migros Ticaret A.Ş., (collectively referred to as "Migros" or the "Company"), was established on 19 March 2008 and is registered in Istanbul, Turkey under the Turkish Commercial Code. (Migros Türk Ticaret Anonim Şirketi, which was established in 1954, merged with its parent company Moonlight Perakendecilik ve Ticaret Anonim Şirketi ("Moonlight Perakendecilik") on 30 April 2009 and the trade name of Moonlight Perakendecilik was changed as Migros Ticaret A.Ş.)
The Company and its subsidiaries together will be referred as "the Group".
The Company is controlled by AG Anadolu Grubu Holding A.Ş., its parent company. AG Anadolu Grubu Holding A.Ş. is controlled by AG Sınai Yatırım ve Yönetim A.Ş., and AG Sınai Yatırım ve Yönetim A.Ş. is a management company that ultimately manages, with equal representation of and by way of equal management by the Süleyman Kamil Yazıcı family and the Özilhan family, the affiliates of AG Anadolu Grubu Holding A.Ş. AG Anadolu Grubu Holding A.Ş. holds a 50% indirect share.
The Group is mainly engaged in retail sales in food & beverages, consumer goods and wholesale. Other than that the Group is also engaged in online food retailing, takeout food, payment and e-money services, logistic (motorcycle courier) services, and shopping mall management.
As of 31 December 2024, the Group has a total sales area of 2,031,904 m2 (31 December 2023: 1,930,340 m2) with a retail store area of 2,009,331 m2 and a wholesale store area of 22,573 m2, 3,592 retail stores and 29 wholesale stores, operates in a total of 3,621 (31 December 2023: 3,363) stores. As of the end of the year as of 31 December 2024, the total number of employees of the Group is 53,328. (31 December 2023: 50,915). Retailing is the Group's core business, accounting for approximately 97% (31 December 2023: 97%) of gross sales.
The address of the registered office is as follows:
Migros Ticaret A.Ş. Atatürk Mah., Turgut Özal Blv., No: 7 Ataşehir İstanbul
These consolidated financial statements have been approved for issue by the Board of Directors ("BOD") on 5 March 2025 and signed by General Manager, and Assistant General Manager (Financial Affairs), on behalf of the BoD. The owners of the Company and regulatories have the power to amend the consolidated financial statements after the issue in the General Assembly meeting of the Company.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The Company has the following subsidiaries (the "Subsidiaries"). The nature of the business of the Subsidiaries and for the purpose of the consolidated financial statements, their respective geographical segments are as follows:
| Country of | Geographical | Nature of | 31 December 2024 |
31 December 2023 |
|
|---|---|---|---|---|---|
| Subsidiaries | incorporation | segment | business | (%) | (%) |
| Shopping centre | |||||
| Ramstore Kazakhstan LLC (*) | Kazakhstan | Kazakhstan | management | - | 100.0 |
| Mimeda Medya Platform A.Ş. | Turkey | Turkey | Media | 100.0 | 100.0 |
| Services limited | |||||
| Moneypay Ödeme ve Elektronik | by e-money | ||||
| Para Hizmetleri A.Ş. | Turkey | Turkey | legislation | 80.0 | 80.0 |
| Paket Lojistik ve Teknoloji A.Ş. (**) | Turkey | Turkey | Logistics | 100.0 | 75.0 |
| Online | |||||
| Dijital Platform Gıda Hizmetleri A.Ş. | Turkey | Turkey | food retaling | 93.0 | 93.0 |
| Migen Enerji ve Elektrikli | |||||
| Şarj Hizmetleri A.Ş. (***) | Turkey | Turkey | Charging service | 100.0 | 100.0 |
| CRC Danışmanlık ve | Packaged | ||||
| Organizasyon A.Ş. | Turkey | Turkey | food production | 50.0 | 50.0 |
(*) The Group sold its subsidiary Ramstore Kazakhstan LLC ("Ramstore Kazakhstan") for USD21,578 and EUR11,800 with the share transfer agreement dated 15 July 2024. Within the scope of the agreements entered into force, the collection of the aforementioned amounts has been completed as of 23 July 2024.
(**) On 21 February 2024, the Group acquired 18,3% of the paid-in capital of Paket Lojistik ve Teknoloji A.Ş. ("Paket Taxi"), which provides logistics services to its online operations, and on 25 December 2024, the Group acquired 6,7% of the paid-in capital from other shareholders and increased its ownership interest to 100%.
(***) It is not included in the scope of consolidation considering the concept of monetary materiality.
The accompanying financial statements are prepared in accordance with the requirements of Capital Markets Board ("CMB") Communiqué Serial II, No: 14.1 "Basis of Financial Reporting in Capital Markets", which was published in the Official Gazette No: 28676 on 13 June 2013. The accompanying financial statements are prepared based on the Turkish Accounting Standards and interpretations ("TAS") issued by the Public Oversight Accounting and Auditing Standards Authority ("POA") under Article 5 of the Communiqué.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
In addition, the consolidated financial statements are presented in accordance with the specified format in "TFRS Taxonomy Announcement", issued on 15 April 2019 by the POA, and "the Financial Statements Examples and Guidelines for Use", which is published by the Capital Markets Board of Turkey.
Migros and its subsidiaries, which operate in Turkey, keep their accounting books and their statutory financial statements in Turkish Lira ("TRY") in accordance with the regulations on accounting and reporting framework and accounting standards promulgated by the CMB, Turkish Commercial Code ("TCC") and Tax Legislation and the Uniform Chart of Accounts which is issued by the Ministry of Finance. The foreign subsidiaries keep their accounting books and statutory financial statements in their local currencies and in accordance with the rules and regulations of the countries in which they operate.
All financial information presented has been rounded to the nearest thousand TRY unless otherwise stated.
Significant changes in accounting policies and accounting errors are applied retrospectively and prior year financial statements are restated. The effect of changes in accounting estimates affecting the current year is recognised in the current year; the effect of changes in accounting estimates affecting current and future periods is recognised in the current and future periods.
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in TRY, which is the functional currency of Migros Ticaret A.Ş. and the reporting currency of the Group. (Note 28)
The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
The consolidated financial statements have been prepared assuming that the Company and consolidated subsidiaries will continue as a going concern on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
With the announcements made by the Public Oversight Accounting and Auditing Standards Authority (POA) on 23 November 2023, entities applying TFRSs have started to apply inflation accounting in accordance with TAS 29 Financial Reporting in Hyperinflation Economies as of financial statements for the annual reporting period ending on or after 31 December 2023. TAS 29 is applied to the financial statements, including the consolidated financial statements, of any entity whose functional currency is the currency of a hyperinflationary economy. According to the standard, financial statements prepared in the currency of a hyperinflationary economy are presented in terms of the purchasing power of that currency at the balance sheet date. Prior period financial statements are also presented in the current measurement unit at the end of the reporting period for comparative purposes. The Group has therefore presented its consolidated financial statements as of 31 December 2023, on the purchasing power basis as of 31 December 2024.
Pursuant to the decision of the Capital Markets Board (SPK) 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 starting from their annual financial reports for the periods ending on 31 December 2023.
The adjustments made in accordance with TAS 29 were made using the adjustment coefficient obtained from the Consumer Price Index (CPI) of Turkey published by the Turkish Statistical Institute (TÜİK). As of 31 December 2024, the indices and adjustment coefficients used in the adjustment of the consolidated financial statements are as follows:
| Three year Compound | |||
|---|---|---|---|
| Date | Index | Coefficient | Interest rate |
| 31.12.2024 | 2,684.55 | 1.00000 | 291% |
| 31.12.2023 | 1,859.38 | 1.44379 | 268% |
| 31.12.2022 | 1,128.45 | 2.37897 | 156% |
The main elements of the Group's adjustment process for financial reporting in hyperinflationary economies are as follows:
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
All items in the comprehensive income statement, except for those that have an impact on the comprehensive income statement of non-monetary items on the balance sheet, have been indexed using the coefficients calculated for the periods when the income and expense accounts were first reflected in the financial statements.
The impact of inflation on the Group's net monetary asset position in the current period is recorded in the net monetary gain/(loss) account in the consolidated income statement.
The outline of the TAS 29 indexing operations is as follows:
The consolidated financial statements of the Group are prepared comparatively with the previous period in order to enable the determination of financial position and performance trends. In order to comply with the presentation of the current period consolidated financial statements, comparative information is reclassified when it is necessary and significant differences are disclosed.
Accounting policies applied by subsidiaries can be changed in order to convenience with the accounting policies applied by the Group, when necessary. The accounting policies applied to the preperation of consolidated financial statements are summarized is as follows:
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The consolidated financial statements of the Group include Migros, Mimeda, Moneypay, Dijital Platform, Paket Lojistik and CRC Danışmanlık. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Intra-group transactions, balances and unrealised gains on transactions between the Group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated statement of financial position, respectively.
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss.
Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a basis within other operating income or other operating expenses.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
The Group records revenue when fullfills performance obligation while transferring committed service or good to their customer. An asset is transferred when (or as) the control of an asset is transferred to the customer.
The Group records revenue accordance with the following 5 main principles:
The specific accounting policies for the Group's main types of revenue are explained below:
The Group operates in the retail sales of food and beverages, consumer and durable goods through its stores, shopping centers, Ramstores Banner abroad and internet sales. Sales of goods are recognised when the performance obligation is fulfilled. Retail sales are usually made against a cash or credit card payment.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Within the scope of the Group customer loyalty program, customers who use loyalty cards earn points from their purchases. For these earned points, the probability of using them in the following periods is estimated and the relevant amount is recorded as sales discount.
Revenue from the sales of goods is recognised when a group entity has delivered products to the wholesaler, the wholesaler has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the wholesaler's acceptance of the products. Control transfer does not occur until the products were shipped to the specified location, the risks of obsolescence and loss were transferred to the wholesaler, the wholesaler accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has an objective evidence that all criteria for acceptance are satisfied.
The Group recognises rent income on accrual basis based on the agreement.
Inventories are valued at the lower of cost and net realizable value. Net realizable value is the selling price in the ordinary course of business, less the costs of completion, marketing and distribution. Cost is determined primarily on the basis of the weighted average cost method. For processed inventories, cost includes direct materials, direct labor and the applicable allocation of fixed and variable overhead costs based on a normal operating capacity. Borrowing costs are not included in inventory cost. Revenues and discounts from suppliers, sales premiums and advertising participation fees are accounted on an accrual basis and booked against cost of inventories. Stock depreciation is recalculated on a product basis each month, the previous depreciation provision is cancelled and the current amount is reflected in the financial statements. An inventory difference provision for the period covering the latest inventory count date and the balance sheet date has been included into the inventory impairment item.
Property, plant and equipment except lands and buildings are carried at cost less accumulated depreciation and impairment if exists. With respect to TAS 16 "Property, Plant and Equipment", the Group has decided to choose revaluation model for lands and buildings by using the fair values determined in the valuation reports of Nova Taşınmaz Değerleme ve Danışmanlık A.Ş. ("Nova Taşınmaz Değerleme") as of 31 December 2024. The first fair value application was adopted as of 31 December 2017.
Any revaluation increase arising on the revaluation of such land and buildings is recognized in other comprehensive income and accumulated in equity, except to the extent that it reverses a revaluation decrease for the same asset previously recognized in profit or loss, in which case the increase is credited to profit or loss to the extent of the decrease previously expensed. A decrease in the carrying amount arising on the revaluation of such land and buildings is recognized in profit or loss to the extent that it exceeds the balance, if any, held in the properties revaluation reserve relating to a previous revaluation of that asset.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Depreciation on revalued buildings is charged to profit or loss. On the subsequent sale or retirement of a revalued property, the attributable revaluation surplus remaining in the properties revaluation reserve is transferred directly to retained earnings. No transfers from the revaluation fund to retained earnings are made unless the asset is derecognised.
Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Freehold land is not depreciated.
Depreciation is recognized so as to write off the cost or valuation of assets, other than freehold land and properties under construction, less their residual values over their useful lives, using the straightline method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
When a property, plant and equipment is disposed of or no future economic benefits are expected from its use or sale, it is derecognised. The gain or loss resulting from the disposal or retirement of property, plant and equipment is determined as the difference between the sales proceeds and the carrying value of the asset and is included in the profit or loss statement.
Property, plant and equipment except lands and buildings are carried at cost less accumulated depreciation and impairment if exists.
Properties in the course of construction for production, administrative purposes, or for purposes not yet determined, are carried at cost, less any recognized impairment loss. Legal fees are also included in the cost.
Depreciation is recognized so as to write off the cost or valuation of assets, other than freehold land and properties under construction, less their residual values over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
The depreciation period for property, plant and equipment which approximate the economic useful lives of such assets, are as follows:
| Buildings | 25-50 |
|---|---|
| Leasehold improvements | Over period of lease (*) |
| Machinery and equipment | 4-10 |
| Furniture and fixtures | 5-12 |
| Motor vehicles | 5-8 |
(*) Leasehold improvements include the expenses made for the leased properties and are depreciated over the useful life of the leased property where the useful life is longer than the lease term, and over the useful life if it is shorter.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cashgenerating units are written down to their recoverable amount. The recoverable amount of property, plant and equipment is the greater of net selling price 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 and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. The increase in the carrying amount of an asset attributable to a reversal of an impairment loss shall not exceed the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been recognized for the asset in prior years.
Expenses for repair and maintenance of property, plant and equipment are normally charged to the consolidated profit and loss statement. They are, however, capitalized and depreciated through the estimated useful life of the property, plant and equipment in exceptional cases if they result in an enlargement or substantial improvement of the respective assets.
A property, plant and equipment is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of a property, plant and equipment, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
Goodwill arises when purchasing subsidiaries and the amount of the transferred consideration, the amount of non-controlling interests in the acquiree and the fair value of the identifiable net assets in the acquiree, the excess of the fair value difference at the acquisition date of the equity interests in the acquiree previously held by the acquirer. If the total transferred consideration, recognized noncontrolling interests and previously held interests measured at fair value are less than the fair value of the net assets of the acquired subsidiary, for example in a bargain purchase, the difference is recognized directly in the statement of profit or loss.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes, being the operating segments.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. The carrying amount of goodwill is compared with its recoverable value, which is the higher of its value in use and fair value less costs to sell. Any impairment loss for goodwill is recognised directly in profit or loss in the consolidated income statement and is not reversed in subsequent periods
Brands that are acquired separately are accounted for at their acquisition cost, and brands that are acquired as a part of business combination are accounted for at their fair value in the consolidated financial statements. The Group assessed the useful life of brand as indefinite since there is no foreseeable limit to the period over which a brand is expected to generate net cash inflows for the Group. A brand is not subject to amortisation as it is considered to have an indefinite useful life. A brand is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount when the carrying amount of the brand exceeds its recoverable amount.
Lease agreements are determined by the Group as identifiable intangible assets and consist of the lease agreements taken over from the stores it has purchased and the parts of the purchase price of the purchased stores exceeding the fair value of the purchased assets. Lease contracts are recorded at their fair values at the date of purchase, and amortised during the contract period.
Rights arising on computer software are recognised at its acquisition cost. Computer software is amortised on a straight-line basis over their estimated useful lives and carried at cost less accumulated amortization. The estimated useful life of computer software is 5 years.
Maintenance and research costs of computer software are expensed as they occur. Development costs for designing and testing identifiable and unique computer software controlled by the Group are recognized as intangible assets if the following conditions are met:
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The cost of the software includes all of the costs directly attributable to the software (such as software development labor costs and the share of software overhead) required by management to create, produce, and prepare the software in order for it to function as intended. Other development expenditures that do not meet these criteria are recognized as an expense when incurred. Development-related expenses that were initially recognized as an expense cannot be recognized as an asset at a later date.
Computer software development expenses are capitalized and to be subject to depreciation over their estimated useful lives.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset. This difference is recognised in profit or loss when the asset is derecognised.
Non-current assets or asset groups that meet the criteria of asset held for sale are measured at the lower of its carrying amount and fair value less cost to sell. When the fair value is less than the carrying cost, an impairment loss is recognized as an expense in the consolidated income statement for the period.
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
The Group classified its financial assets in three categories; financial assets carried at amortized cost, financial assets carried at fair value though profit of loss, financial assets carried at fair value though other comprehensive income. Classification is performed in accordance with the business model determined based on the purpose of benefits from financial assets and expected cash flows. Management performs the classification of financial assets at the acquisition date.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest, whose payments are fixed or predetermined, which are not actively traded and which are not derivative instruments are measured at amortized cost. They are included in current assets, except for maturities more than 12 months after the balance sheet date. Those with maturities more than 12 months are classified as non-current assets. The Group's financial assets carried at amortized cost comprise "trade receivables" and "cash and cash equivalents" in the consolidated statement of financial position.
The Group has applied simplified approach and used impairment matrix for the calculation of impairment on its receivables carried at amortized cost, since they do not comprise of any significant finance component. In accordance with this method, if any provision provided to the trade receivables as a result of a specific events, the Group measures expected credit loss from these receivables by the life-time expected credit loss. The calculation of expected credit loss is performed based on the past experience of the Group and its expectations for the future indications.
Assets that are held by the management for collection of contractual cash flows and for selling the financial assets are measured at their fair value. If the management do not plan to dispose these assets in 12 months after the balance sheet date, they are classified as non-current assets. The Group make a choice for the equity instruments during the initial recognition and elect profit or loss or other comprehensive income for the presentation of fair value gain and loss:
Financial assets carried at fair value through profit or loss comprise of "derivative instruments" in the statement of financial position. Derivative instruments are recognized as asset when the fair value of the instrument is positive, as liability when the fair value of the instrument is negative. The Group's financial instruments at fair value through profit or loss consist of forward contracts and interest rate swaps.
Financial investment carried at fair value through other comprehensive income comprise of "financial investment" in the statement of financial position. The Group measures such assets at their fair values. The Group has chosen this method to prevent the change in value from causing fluctuations in the company's income statement. Gains or losses arising from the related financial investment are recognized in other comprehensive income except foreign exchange gain or loss and impairment loss. When the financial investment carried at fair value through other comprehensive income are sold, fair value gain or loss classified in other comprehensive income is classified to retained earnings.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. See Note 2.3 for further information about the group's accounting for trade receivables and impairment policies.
These amounts represent liabilities for goods and services provided to the group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 90 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.
Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Earnings per share presented in the consolidated statement of income are determined by dividing consolidated net income attributable to that class of shares by the weighted average number of such shares outstanding during the year concerned. As disclosed in Note 26, the Group's earnings per share are calculated in accordance with "Earning Per Share" ("TAS 33").
Income as per share stated in the consolidated statement of profit or loss is calculated by dividing the net profit by the weighted average of the share certification available in the market during the whole year.
In Turkey, companies can increase their share capital by making a pro-rata distribution of shares ("bonus shares") to existing shareholders from retained earnings. These "bonus share" distributions are treated as issued shares in earnings per share calculations. Accordingly, the weighted average number of shares used in these calculations has been calculated by taking into account the retrospective effects of the aforementioned share distributions.
Subsequent events are composed of any event between the balance sheet date and the publication date of the balance sheet, even if they arise after any announcements of profits or other financial data.
The Group restates its consolidated financial statements if such subsequent events arise (Note 33)
Provisions are recognized when the Group has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Contingent liabilities are assessed continuously to determine whether the possibility of an outflow of resources embodying economic benefits is probable. When the possibility of an outflow of resources embodying economic benefits is probable for the accounts classified as contingent liabilities, provision is provided in the financial statements for related contingent liabilities except for the situations there is not a reliable estimation.
The Group discloses the contingent liabilities that are probable but there is not a reliable estimation for the amount of resources embodying economic benefits in the notes.
Assets that result from previous events that cannot be controlled fully by the Group and depend on the realization of one or more uncertain events, is considered as a contingent asset. Contingent assets are disclosed in the notes of the consolidated financial statements, if there is a high probability that resources with economic benefits will flow to the entity.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is certain that reimbursement will be received and the amount of the receivable can be measured reliably.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
The lease liability is presented as a separate line in the consolidated statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The Group did not make any such adjustments during the periods presented.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under TAS 37. To the extent that the costs relate to a right-of use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented as a separate line in the consolidated statement of financial position.
The Group applies TAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the 'Property, Plant and Equipment' policy.
As a practical expedient, TFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Group has not used this practical expedient.
Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.
When the Group is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is classified as a finance or operating lease by reference to the rightof-use asset arising from the head lease.
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
Amounts due from lessees under finance leases are recognised as receivables at the amount of the Group's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group's net investment outstanding in respect of the leases.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The Group applies the derecognition and impairment requirements in TFRS 9 to the net lease investment. The Group regularly reviews the estimated uncommitted residual values used in the calculation of the gross lease investment and in case of a decrease in the estimated uncommitted residual value, the Group revises the distribution of income over the lease term and reflects the reductions in the accrued amounts directly to the financial statements.
When a contract includes lease and non-lease components, the Group applies TFRS 15 to allocate the consideration under the contract to each component.
Parties are considered related to the Group if;
Related party transactions are transfer of resources, services or obligations between related parties, regardless of whether a price is charged.
Turkish tax legislation does not permit a parent company and its subsidiary to file a consolidated tax return. Therefore, provisions for taxes have been calculated on a separate-entity basis.
Income tax expense represents the sum of the tax currently payable and deferred tax.
The current income tax payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's current tax liability is calculated using the legalized or substantially legalized tax rate as of the date of the consolidated financial statements.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Deferred tax liability or asset is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax rates which are used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Deferred tax asset or liability of the assets and liabilities except for goodwill or business combinations are not calculated for temporary timing differences arising from the initial recognition and affecting both trading and financial profit or loss.
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.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
The provision for employment termination benefits represents the present value of the estimated total provision for the future probable liabilities of the Group arising from the retirement of the personnel in accordance with the Turkish Labor Law and the laws applicable in the countries in which the subsidiaries operate. Pursuant to the laws governing working life in Turkey and the Turkish Labor Law, the Group is required to collectively pay termination benefits to each employee who has completed at least one year of service and whose employment is terminated without due cause, who voluntarily leaves the job, is dismissed, dies or retires and reaches the retirement age. Provision allocated by using defined benefit plans' current value is calculated by using prescribed liability method. Actuarial gains and losses are recognized as other comprehensive income or loss in shareholders' equity in the period in which they arise.
Cash flows during the period are classified and reported by operating, investing and financing activities in the cash flow statements.
Cash flows from operating activities represent the cash flows of the Group generated from retail and wholesale activities and lease income.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Cash flows related to investing activities represent the cash flows that are used in or provided from the investing activities of the Group (fixed investments and financial investments).
Cash flows arising from financing activities represent the cash proceeds from the financing activities of the Group and the repayments of these funds.
Cash and cash equivalents comprise cash on hand and bank deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash with maturities equal or less than three months and which are subject to an insignificant risk of changes in value (Note 4).
A financial asset or liability can be offset and the net amount shown on the balance sheet only if the entity has a legal right to offset the recognized amounts and intends to settle on a net basis or to realize the asset and settle the liability simultaneously.
The dividend distributed to the shareholders of the Company is reflected as a liability in the financial statements of the Group on the date it is approved by the shareholders of the Company. When entitled to receive dividends, it is recognized as income in the financial statements.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Deferred finance income/expenses represent imputed finance income and expenses on credit sales and purchases. Such income and expenses calculated by using the effective interest method are recognised as financial income or expenses over the period of credit sale and purchases, and included under other operating income and expenses.
The Group's consolidated financial statements have been prepared in comparison with the previous period in order to give accurate trend analysis regarding the financial position and performance. Where necessary, comparative figures have been reclassified to conform to the presentation of the current period consolidated financial statements and significant changes are explained. In case of changes and errors in accounting policies and accounting estimates, significant changes and significant accounting errors are applied retrospectively and the prior period financial statements are restated. Changes in accounting estimates are applied in the current period if the change is made for only one period, and if it is related to future periods, both in the period when the change is made and prospectively.
In the Group's comparative financial statements as of 31 December 2024, there are no changes or errors in accounting policies and accounting estimates, and no material changes in significant accounting estimates.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The preparation of the consolidated financial statements necessitates the use of estimates and assumptions that affect asset and liability amounts reported as of the balance sheet date, explanations of contingent liabilities and assets; and income and expense amounts reported for the accounting period. Although these estimates and assumptions are based on all management information related to the events and transactions, actual results may differ from them. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities for the next reporting period are outlined below:
Impairment tests; It is done by comparing the present values of cash flows calculated within the framework of long-term plans for each cash-generating unit for goodwill, and the values found using the income method for brands, with the relevant carrying values.
As explained in related accounting policy, the Group performs impairment tests on goodwill annually as of 31 December 2024. The recoverable amount of the cash generating unit has been determined based on the fair value less costs to sell calculations. These value-in-use calculations include discounted after-tax cash flow projections, and these projections determined in TRY are based on fiveyear long-term plans approved by Migros Ticaret management. Estimated cash flows beyond the fiveyear period are calculated without considering any growth rate. In value-in-use calculations, the annual discount rate is 35.1% (2023: 33.5%). The discount rate used is the post-tax discount rate and includes risks specific to the Group (Note 12).
No impairment was identified as a result of the impairment tests performed as of 31 December 2024.
As explained in related accounting policy, property, plant and equipment are carried at the cost less accumulated depreciation and, if any, impairment. The Group evaluates its operational performance on a store-by-store basis and each store's continuity depends on the discounted net cash flow projections. Those cash flow projections are calculated, on a consistent basis to the Group's five year business plans and on a store-by-store basis by taking into consideration the remaining useful life of each store. In this context, the Group executes an impairment estimate on the leasehold improvements on stores where it is a lessee by considering the continuity of each store.
The lease obligation is determined by taking into account the extension options in the contracts. Most of the extension options included in the long-term lease contracts consist of applicable extension options by the Group. The Group reassesses the extension options in the lease term based on the medium-term business plans in the last year of the lease term and, if necessary, adds the extension right prospectively to the contract period. If the conditions change significantly, the assessment is reviewed by the Group.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
As of the presentation of the consolidated financial statements as of 31 December 2024, the Group has excluded the cost model from the application methods in TAS 16 and chose the revaluation model for the presentation of land and buildings at their fair values. Revaluation studies of lands, building and investment properties have been performed by Nova Taşınmaz Değerleme, which is CMB accredited professional valuation Companies.
Lands and buldings in assets of the Group, which are located in Turkey, have been revaluated in 31 December 2024 by Nova Taşınmaz Değerleme, using "Sample comparison approach analysis", and "Income approach".
As a result of the fair value measurements made by the valuation experts, the positive difference amounting to TRY 783.667 and the negative difference amounting to TRY 659.414 and TRY 141.134, net off deferred tax and minority interests, respectively, are recognized in "Revaluation fund of property, plant and equipment" under shareholders' equity amounting to TRY 120.478 and the negative difference amounting to TRY 343.137, which cannot be covered by the revaluation fund, is recognized in expenses from investing activities.
Explanations regarding the effects of the new TAS/ TFRS on financial statements:
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
For an operating segment to be identified as a reportable segment, its reported revenue, including sales to external customers and intercompany sales or transfers, must be 10 percent or more of the total revenue of all operating segments, internal and external, or its reported profit or loss must be 10 percent or more, or its assets must be 10 percent or more of the total assets of all operating segments. Operating segments that do not meet any of the above quantitative thresholds may also be considered reportable segments and disclosed separately if management believes that information about the segment would be useful to users of the financial statements. Based on those reasons, there is a single reportable segment in accordance with the provisions in TFRS 8 and segment reporting is not applicable.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
120.000 shares corresponding to 30% of the paid-in capital of CRC Danışmanlık ve Organizasyon A.Ş. were acquired by Migros Ticaret A.Ş. and 80.000 shares corresponding to 20% of the paid-in capital of CRC Danışmanlık ve Organizasyon A.Ş. were acquired by Dijital Platform on 26 December 2023. The final share transfer price for a total of 50% shares is TRY 128.156. TRY 76.893 of this amount was paid by Migros Ticaret A.Ş. and TRY 51.263 was paid by Dijital Platform. After the completion of the transfer transactions, the Group consolidated for the first time on financial statements as of 31 March 2024. The difference between the net assets acquired and the purchase price is accounted as goodwill.
| Current assets: | |
|---|---|
| Cash and cash equivalents | 149,366 |
| Trade receivables | 203,286 |
| Other receivables | 2,847 |
| Inventory | 21,216 |
| Prepaid expenses | 47,872 |
| Other current assets | 10,512 |
| Total current assets | 435,099 |
| Non-current assets | |
| Other receivables | 621 |
| Property, plant and equipment | 124,165 |
| Intangible assets | 7,892 |
| Prepaid expenses | 588 |
| Total non-current assets | 133,266 |
| Trade payables | 403,933 |
| Payables related to employee benefits | 29,053 |
| Other payables | 12,255 |
| Deferred income | 196 |
| Total non-current liabilities | 445,437 |
| Fair value of total identifiable net assets | 122,928 |
| Net assets corresponding to the 50% share | 61,464 |
| Total purchase price | 128,156 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
On 21 February 2024, 18,3% of the paid-in capital of Paket Lojistik ve Teknoloji A.Ş. ("Paket Taxi"), in which the Group owns 75% of the shares, was acquired from the other shareholders of Paket Taxi by Dijital Platform Gıda Hizmetleri A.Ş., our subsidiary providing services in online food retailing. As a result of this share transfer, Migros' direct and indirect shareholding rate in Paket Taxi increased to 92.1% after this transfer. Subsequently, on 25 December 2024, 6,7% of the shares were acquired and the shareholding increased to 100%. The difference between the net assets acquired and the purchase price is accounted as goodwill.
| 31 March 2024 |
31 December 2024 |
|
|---|---|---|
| Current assets: | ||
| Cash and cash equivalents | 72,174 | 65,700 |
| Trade receivables | 582,805 | 675,647 |
| Other receivables | 6,492 | 5,314 |
| Inventory | 19,374 | 14,412 |
| Prepaid expenses | 145,734 | 169,747 |
| Other current assets | 55,474 | 34,775 |
| Total current assets | 882,053 | 965,595 |
| Non-current assets: | ||
| Property, plant and equipment | 385,478 | 327,252 |
| Intangible assets | 10,865 | 6,123 |
| Prepaid expenses | 732 | 17,098 |
| Total non-current assets | 397,075 | 350,473 |
| Short term borrowings | 299 | 231 |
| Trade payables | 550,130 | 519,998 |
| Payables related to employee benefits | 16,625 | 20,162 |
| Other payables | 24,091 | 19,250 |
| Deferred income | 52,188 | 30,216 |
| Current tax liabilities | 27,952 | 66,644 |
| Total non-current liabilities | 671,285 | 656,501 |
| Fair value of total identifiable net assets | 607,843 | 659,567 |
| Net assets corresponding to the 50% share | 111,235 | 44,191 |
| Total purchase price | 200,490 | 185,588 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Cash | 344,381 | 541,586 |
| Banks | 17,407,089 | 12,583,479 |
| - demand deposit (*) |
1,280,346 | 2,276,746 |
| - time deposit |
16,126,743 | 10,306,733 |
| Cheques in collection | 4,537 | 567 |
| Credit card receivables | 4,768,335 | 4,712,177 |
| 22,524,342 | 17,837,809 |
(*) The Group transfers the cash in its stores registers to the bank on a daily basis. In accordance with the bank agreements, transfered cash amounts have temporary blockages for a certain year of time and available for use at the end of this year. As of 31 December 2024, a cash amount of TRY579,283 in bank accounts is temporarily blocked due to the mentioned cash transfer. (2023: TRY427,626).
Weighted average effective interest rate on TRY denominated time deposits as of 31 December 2024 is 50.1% (2023: 43.9%).
Credit card slip receivables essentially have a maturity of less than one month.
The maturity analysis of time deposits at 31 December 2024 and 2023 is as follows:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| 1 - 30 days |
16,126,743 | 10,306,733 |
| Over 90 days (*) |
- | 52,102 |
| 16,126,743 | 10,358,835 |
(*) Time deposits with a maturity of more than 90 days are recognized in the financial investments account (Note 5).
(*) Related amount indicating the bank deposits with over 90 days maturity recognised as cash fund by the Group. .
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| 31 December 2024 | 31 December 2023 | |||
|---|---|---|---|---|
| Long term financial investment carried at fair value |
||||
| through other comprehensive income | 3,381,437 | 1,530,093 | ||
| Subsidiaries | 21,144 | 138,860 | ||
| 3,402,581 | 1,668,953 | |||
| 31 December 2024 | 31 December 2023 | |||
| TL | Share (%) | TL | Share (%) | |
| Colendi Holdings Limited | 3,381,437 | 11.91 | 1,530,093 | 4.88 |
| Migen Enerji ve Elektrikli Araç Şarj Hizmetleri A.Ş. | 21,144 | 100.00 | 10,704 | 100.00 |
| CRC Danışmanlık ve Organizasyon A.Ş. | - | - | 128,156 | 50.00 |
| Total | 3,402,581 | 1,668,953 |
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Receivables from tenants and wholesale activities | 1,329,792 | 548,081 |
| Doubtful trade receivables | 201,190 | 236,054 |
| Notes receivable | 32,868 | 28,547 |
| Due from related parties (Note 25) | 63,087 | 2,454 |
| Less: Provisions for doubtful receivables | (201,190) | (236,054) |
| Less: Finance income not accrued on term sales | (27,679) | (44,902) |
| 1,398,068 | 534,180 |
The maturity of trade receivables is generally less than one month, and they were discounted with the annual rate of 46.2% as of 31 December 2024 (2023: 42.9%).
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Movement of provision for doubtful receivables is as follows:
| 2024 | 2023 | |
|---|---|---|
| Beginning of the year, 1 January | 236,054 | 299,625 |
| Current year charge (Note 19) |
36,609 | 12,232 |
| Collections and provisions released | (7,702) | (11,572) |
| Currency translation differences | 18,789 | 59,708 |
| Monetary gain | (82,560) | (123,939) |
| End of the year, 31 December |
201,190 | 236,054 |
| Trade payables: | 31 December 2024 | 31 December 2023 |
| Sellers | 57,015,403 | 52,916,770 |
| Trade payables to related parties (Note 25) |
2,001,015 | 1,814,041 |
| Expense accruals | 1,235,589 | 1,268,010 |
| Finance cost not accrued on term purchases | (2,543,369) | (2,014,874) |
| 57,708,638 | 53,983,947 |
The maturity of trade payables is generally less than three months and they are discounted with annual rate of 46.2% as of 31 December 2024 (2023: 42.9%).
Explanations on the nature and level of risks in trade receivables and payables are included in Note 27.
| Other short-term receivables | ||
|---|---|---|
| 31 December 2024 | 31 December 2023 | |
| Value added tax receivables ("VAT") | 910,156 | 2,875,019 |
| Receivables from personnel | 174,280 | 145,885 |
| Receivables from insurance companies | 4,602 | 50,455 |
| 1,089,038 | 3,071,359 | |
| Other long-term receivables | 31 December 2024 | 31 December 2023 |
| Deposits and guarantees given | 34,919 | 27,612 |
| 34,919 | 27,612 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Other taxes and funds payable | 2,236,454 | 731,248 |
| Value added tax payables ("VAT") | 256,389 | 199,451 |
| Other | 77,284 | 74,200 |
| 2,570,127 | 1,004,899 | |
| Other long-term payables | 31 December 2024 | 31 December 2023 |
| Deposits and guarantees received | 26,055 | 64,129 |
| 26,055 | 64,129 |
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Finished goods and commodities | 30,730,330 | 31,505,353 |
| Work in progress | 561,314 | 467,981 |
| Raw materials | 296,676 | 245,760 |
| Other | 84,566 | 99,690 |
| Less: Provision for impairment on inventory | (520,736) | (658,208) |
| 31,152,150 | 31,660,576 | |
| Movement of impairment on inventory is as follows: | ||
| 2024 | 2023 | |
| Beginning of the year, 1 January | 658,208 | 580,958 |
| Charge for the year | 520,736 | 844,925 |
| Provisions released (-) | (658,208) | (767,675) |
| End of the year, 31 December | 520,736 | 658,208 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Prepaid rent expenses | 509,495 | 114,286 |
| Prepaid insurance expenses | 215,633 | 180,510 |
| Advances given | 166,610 | 117,168 |
| Other prepaid expenses | 405,503 | 401,622 |
| 1,297,241 | 813,586 | |
| Long-term prepaid expenses | ||
| 31 December 2024 | 31 December 2023 | |
| Prepaid rent expenses | 688,490 | 741,350 |
| Advances given for property, plant and equipment | 649,153 | 1,489,944 |
| Other | 302,335 | 347,022 |
| 1,639,978 | 2,578,316 | |
| Short-term liabilities from customer contracts | ||
| 31 December 2024 | 31 December 2023 | |
| Customer cheques | 1,214,523 | 803,087 |
| Deferred income | 511,383 | 431,842 |
| Advances received | 14,028 | 94,090 |
| 1,739,934 | 1,329,019 | |
| Long-term deferred income | 31 December 2024 | 31 December 2023 |
| Deferred income |
211,650 | 541,739 |
| 211,650 | 541,739 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Movement of property, plant and equipments years ended at 31 December 2024 is as follows;
| Currency | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 1 January 2024 |
Additions | Consolidation for the first time |
Disposals (-) |
Revaluation (*) |
Transfers | translation differences |
Sale of subsidiary |
31 December 2024 |
|
| Cost | |||||||||
| Land | 2,754,455 | 3,817 | - | (544,482) | 301,728 | 1,959 | (47,003) | (340,441) | 2,130,033 |
| Buildings | 5,406,547 | 55,804 | - | (315,844) | (2,796) | 475,839 | (60,556) | (923,685) | 4,635,309 |
| Leasehold improvements | 16,114,635 | 865,158 | 1,257 | - | (28,954) | 1,134,154 | - | - | 18,086,250 |
| Machinery and equipments | 21,064,555 | 1,079,078 | 105,606 | (734,550) | - | 2,613,158 | (6,187) | (29,509) | 24,092,151 |
| Motor vehicles | 858,821 | 24,390 | 2,632 | (41,523) | - | 14,539 | - | - | 858,859 |
| Furniture and fixtures | 9,763,845 | 664,508 | 10,032 | (154,212) | - | 1,098,390 | (1,614) | (9,239) | 11,371,710 |
| Construction in progress | 1,378,784 | 6,056,592 | 24,280 | (401) | - | (5,338,039) | (29,750) | - | 2,091,466 |
| 57,341,642 | 8,749,347 | 143,807 | (1,791,012) | 269,978 | - | (145,110) | (1,302,874) | 63,265,778 | |
| Accumulated depreciation | |||||||||
| Buildings | (414,323) | (120,218) | - | 5,738 | - | - | (100,304) | 176,537 | (452,570) |
| Leasehold improvements | (10,837,885) | (1,277,437) | (1,081) | - | 15,994 | - | - | - | (12,100,409) |
| Machinery and equipments | (11,006,239) | (1,711,787) | (45,321) | 732,902 | - | - | 4,247 | 22,055 | (12,004,143) |
| Motor vehicles | (237,644) | (128,141) | (2,871) | 33,753 | - | - | - | - | (334,903) |
| Furniture and fixture | (5,544,496) | (636,631) | (6,389) | 127,557 | - | - | 1,345 | 8,143 | (6,050,471) |
| (28,040,587) | (3,874,214) | (55,662) | 899,950 | 15,994 | - | (94,712) | 206,735 | (30,942,496) | |
| Net book value | 29,301,055 | 32,323,282 |
(*) Impairment loss amounting to TRY12,960 consists of leasehold improvements of the stores closed in 2024 (Note:20).
As of 31 December 2024, the value of the Group's land, plot and buildings according to the cost model is TRY3,771,231.
Movement of property, plant and equipments year ended at 31 December 2023 is as follows;
| Currency | ||||||||
|---|---|---|---|---|---|---|---|---|
| 1 January 2023 |
Additions | Disposals(-) | Revaluation (*) |
Transfers | translation differences |
31 December 2023 |
||
| Cost | ||||||||
| Lands | 3,139,676 | 98,338 | (1,099,277) | 600,952 | 23,928 | (9,162) | 2,754,455 | |
| Buildings | 4,248,918 | 53,537 | - | 1,006,470 | 176,430 | (78,808) | 5,406,547 | |
| Leasehold improvements | 14,298,482 | 1,360,831 | (6,846) | (43,240) | 531,325 | (25,917) | 16,114,635 | |
| Machinery and equipments | 17,892,920 | 2,311,313 | (638,740) | - | 1,511,799 | (12,737) | 21,064,555 | |
| Motor vehicles | 541,882 | 418,621 | (101,682) | - | - | - | 858,821 | |
| Furniture and fixtures | 8,701,393 | 934,681 | (287,945) | - | 415,957 | (241) | 9,763,845 | |
| Construction in progress | 973,945 | 3,098,671 | - | - | (2,659,439) | (34,393) | 1,378,784 | |
| 49,797,216 | 8,275,992 | (2,134,490) | 1,564,182 | - | (161,258) | 57,341,642 | ||
| Accumulated depreciation | ||||||||
| Buildings | (330,908) | (123,515) | - | - | - | 40,100 | (414,323) | |
| Leasehold improvements | (9,839,772) | (1,031,445) | - | 20,847 | - | 12,485 | (10,837,885) | |
| Machinery and equipments | (10,138,340) | (1,376,665) | 506,871 | - | - | 1,895 | (11,006,239) | |
| Motor vehicles | (144,121) | (128,424) | 34,901 | - | - | - | (237,644) | |
| Furniture and fixture | (5,173,834) | (599,304) | 228,348 | - | - | 294 | (5,544,496) | |
| (25,626,975) | (3,259,353) | 770,120 | 20,847 | - | 54,774 | (28,040,587) | ||
| Net book value | 24,170,241 | 29,301,055 |
(*) Impairment amounting to TRY22,393 consists of leasehold improvements of the stores closed in 2023 and fair value changes in lands and buildings (Note 20)
As of 31 December 2023, the value of the Group's land, plot and buildings according to the cost model is TRY3.555.220.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Movement of intangible assets for the periods ending 31 December 2024 and 2023 are as follows:
| Currency | ||||||
|---|---|---|---|---|---|---|
| 1 January | Consolidation for | translation | Sale of 31 December | |||
| 2024 | Additions | the first time | Disposals(-) | differences | subsidiary | 2024 |
| 10,892 | ||||||
| 152,920 | ||||||
| 5,082,058 | ||||||
| 2,189,333 | ||||||
| 7,435,203 | ||||||
| Accumulated amortisation | ||||||
| (152,920) | ||||||
| (3,476,906) | ||||||
| (1,740,433) | ||||||
| (4,765,311) | (614,702) | (1,530) | - | (41) | 11,325 | (5,370,259) |
| 1,557,375 | 2,064,944 | |||||
| 2023 | Disposals(-) | 31 December 2023 |
||||
| 10,892 | ||||||
| 152,920 4,047,570 |
||||||
| 2,111,304 | ||||||
| 6,322,686 | ||||||
| Accumulated amortisation | ||||||
| - | (152,920) | |||||
| (2,871,326) | ||||||
| (1,741,065) | ||||||
| 17,081 | (4,765,311) | |||||
| 1,557,375 | ||||||
| 10,892 152,920 4,047,570 2,111,304 6,322,686 (152,920) (2,871,326) (1,741,065) |
- - 1,065,064 89,530 1,154,594 - (604,069) (10,633) 1 January 10,892 152,920 3,107,150 2,087,296 5,358,258 (148,278) (2,357,455) (1,746,824) (4,252,557) 1,105,701 |
- - 2,157 19 2,176 - (1,511) (19) |
- - (32,733) - (32,733) - - - Additions - - - - 940,420 - 35,663 976,083 (4,642) (513,871) - (6,158) 17,081 (524,671) |
- - - (34) (34) - - (41) (21,237) (21,237) |
- - - (11,486) (11,486) - - 11,325 Currency translation differences - - - 9,582 9,582 - - (5,164) (5,164) |
Amortisation expenses related to intangible assets have been accounted under marketing expenses.
| End of the year, 31 December | 20,068,001 | 19,770,657 |
|---|---|---|
| Accumulated amortization and impairment | - | - |
| Additions | 297,344 | - |
| Beginning of the year, 1 January | 19,770,657 | 19,770,657 |
| 2024 | 2023 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Goodwill mainly arises from the acquisition of Migros, stores open on the acquisition date were designated as cash-generating units. The whole amount of goodwill is related to the acquisition of Migros, the Group management considers the synergy to be created by the important domestic market position as the main reason for the goodwill. Accordingly, the Group management allocated the above mentioned goodwill amount to Turkish domestic operations which is the main cash generating unit, considering its market share and importance of the total turnover of the domestic operations in the Group consolidation.
The recoverable value of the cash generating unit in question has been determined based on value in use calculations. Value in use is determined by discounting the expected future cash flows to be generated by cash-generating unit. These value-in-use calculations include the discounted after tax cash flow projections, which are based on TRY budgets approved by the Group management covering an five year period.
Subsequent projected cash flows over a five year period were calculated without regard to any growth rate, and the analysis predicted that the existing profitability structure would be preserved.
In the calculations made as of 31 December 2024, the future cash flows calculated with balance sheet date prices are discounted with an average of 35.1%. The discount rate used is the after-tax discount rate and includes risks specific to the Group. The fact that the after-tax discount rate used in the calculation of discounted cash flows is higher/lower by 1% (such as 35.1% or 34.1% instead of 36.1%) causes a decrease/increase of TRY3,042,046 (2023: TRY1,291,216) in the fair value calculations for which sales costs are deducted, as of 31 December 2024. Within the context of analysis performed by the Group Management, above mentioned changes in the key assumptions on which recoverable amount is based would not cause carrying amount to exceed its recoverable amount.
| 1 January | 31 December | |||
|---|---|---|---|---|
| Cost | 2024 | Additions | Disposals | 2024 |
| Buildings | 41,047,168 | 16,388,627 | (2,365,678) | 55,070,117 |
| 41,047,168 | 16,388,627 | (2,365,678) | 55,070,117 | |
| Accumulated Amortisation | ||||
| Buildings | (17,620,177) | (5,488,590) | 869,830 | (22,238,937) |
| (17,620,177) | (5,488,590) | 869,830 | (22,238,937) | |
| Net book value | 23,426,991 | 32,831,180 |
For 31 December 2024 and 2023, movement on right of use assets is as follows:
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| 1 January | 31 December | |||
|---|---|---|---|---|
| Cost | 2023 | Additions | Disposals | 2023 |
| Buildings | 33,487,717 | 8,770,793 | (1,211,342) | 41,047,168 |
| 33,487,717 | 8,770,793 | (1,211,342) | 41,047,168 | |
| Accumulated Amortisation | ||||
| Buildings | (12,773,106) | (5,168,806) | 321,735 | (17,620,177) |
| (12,773,106) | (5,168,806) | 321,735 | (17,620,177) | |
| Net book value | 20,714,611 | 23,426,991 |
Amortisation expenses related to right of use asset have been accounted under marketing expenses.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Lease liabilities | 3,829,263 | 2,636,476 |
| 3,829,263 | 2,636,476 | |
| Long-term lease liabilities | 31 December 2024 | 31 December 2023 |
| Lease liabilities | 16,058,007 | 9,275,958 |
| 16,058,007 | 9,275,958 |
Liabilities from long-term lease transactions as of 31 December 2024:
| 1 to 2 years | 2 to 3 years | 3 to 4 years | 4 to 5 years | Over 5 years | Total | |
|---|---|---|---|---|---|---|
| TRY | 1,975,182 | 1,868,185 | 1,752,832 | 1,485,082 | 8,976,726 | 16,058,007 |
| 1,975,182 | 1,868,185 | 1,752,832 | 1,485,082 | 8,976,726 | 16,058,007 |
Liabilities from long-term lease transactions as of 31 December 2023:
| 1 to 2 years | 2 to 3 years | 3 to 4 years | 4 to 5 years | Over 5 years | Total | |
|---|---|---|---|---|---|---|
| TRY | 1,366,127 | 1,270,586 | 1,125,741 | 971,458 | 4,542,046 | 9,275,958 |
| 1,366,127 | 1,270,586 | 1,125,741 | 971,458 | 4,542,046 | 9,275,958 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The Group's undiscounted lease payment receivables as of 31 December 2024 are as follows:
| Up to 1 year | 1 to 2 years | 2 to 3 years | 3 to 4 years | 4 to 5 years | Over 5 years | |
|---|---|---|---|---|---|---|
| TRY | 612,405 | 184,315 | 148,690 | 115,111 | 42,858 | 45,146 |
| 612,405 | 184,315 | 148,690 | 115,111 | 42,858 | 45,146 |
| 31 December 2024 | ||||
|---|---|---|---|---|
| Effective interest rate (%) |
In original currency |
Total TRY equivalent |
||
| Short term borrowings | ||||
| Fixed interest rate - TRY |
27.49 | 645,792 | 645,792 | |
| Total short term borrowings | 645,792 | 645,792 | ||
| Current portion of long term borrowings |
||||
| Floating interest rate - TRY |
60.07 | 348,395 | 348,395 | |
| Total current portion of long term borrowings |
348,395 | 348,395 | ||
| Total short term borrowings | 994,187 | 994,187 | ||
| Long term borrowings |
||||
| Floating interest rate - TRY |
60.07 | 214,184 | 214,184 | |
| Total long term borrowings |
214,184 | 214,184 | ||
| Total financial liabilities | 1,208,371 | 1,208,371 |
The redemption schedule of borrowings with effective interest rate at 31 December 2024 is as follows:
| TRY Loan |
Total TRY equivalent |
|
|---|---|---|
| 1 January 2025 - 31 December 2025 |
994,187 | 994,187 |
| 1 January 2026 - 14 December 2026 |
214,184 | 214,184 |
| 1,208,371 | 1,208,371 |
The fair value of borrowings at 31 December 2024 is TRY998,561.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The redemption schedule of principal amounts of borrowings at 31 December 2024 is as follows:
| TRY Loan | Total TRY equivalent |
|
|---|---|---|
| 1 January 2025 - 31 December 2025 |
822,919 | 822,919 |
| 1 January 2026 - 14 December 2026 |
235,408 | 235,408 |
| 1,058,327 | 1,058,327 |
The redemption schedule of contractual cash outflows of borrowings at 31 December 2024 is as follows:
| TRY Loan | Total TRY equivalent |
|
|---|---|---|
| 1 January 2025 - 31 December 2025 |
1,183,214 | 1,183,214 |
| 1 January 2026 - 14 December 2026 |
378,391 | 378,391 |
| 1,561,605 | 1,561,605 |
The Group has the obligation to comply with the various credit commitments in the loan agreement in the interest of the said bank credits. The financial ratios calculated on the financial statements as of 31 December 2024 are in line with the provisions of the bank loan agreement.
The movement schedule of borrowings as of 31 December 2024 and 2023 is as follows;
| 2024 | 2023 | |
|---|---|---|
| Beginning of the year, 1 January | 2,915,257 | 6,282,336 |
| Proceeds of borrowings | 2,605 | 1,874,516 |
| Payments (-) | (977,702) | (2,805,734) |
| Foreign exchange losses | 14,368 | 73,538 |
| Interest accrual | 122,167 | 19,871 |
| Disposal of subsidiary | (127,789) | - |
| Monetary gain | (740,535) | (2,529,270) |
| End of the year, 31 December |
1,208,371 | 2,915,257 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| 31 December 2023 | ||||
|---|---|---|---|---|
| Effective | In original | Total TRY | ||
| interest rate (%) | currency | equivalent | ||
| Short term borrowings | ||||
| Fixed interest rate - TRY |
23.45 | 578,225 | 578,225 | |
| Total short term borrowings | 578,225 | |||
| Current portion of long term borrowings |
||||
| Fixed interest rate – TRY |
21.47 | 734,565 | 734,565 | |
| Floating interest rate - TRY |
29.22 | 242,967 | 242,967 | |
| Kazakhstan loan - Tenge |
13.97 | 1,156,638 | 108,579 | |
| Total current portion of long term borrowings |
1,086,111 | |||
| Total short term borrowings | 1,664,336 | |||
| Long term borrowings | ||||
| Fixed interest rate - TRY |
28.70 | 719,939 | 719,939 | |
| Floating interest rate - TRY |
29.22 | 511,772 | 511,772 | |
| Kazakhstan loan - Tenge |
13.97 | 204,646 | 19,210 | |
| Total long term borrowings |
1,250,921 | |||
| Total financial liabilities | 2,915,257 |
The redemption schedule of borrowings with effective interest rate at 31 December 2023 is as follows:
| Tenge loan TRY equivalent TRY Loan |
Total TRY equivalent |
||||
|---|---|---|---|---|---|
| 1 January 2024 - 31 December 2024 |
108,579 | 1,555,757 | 1,664,336 | ||
| 1 January 2025 - 31 December 2025 |
19,211 | 995,610 | 1,014,821 | ||
| 1 January 2026 - 14 December 2026 |
- | 236,100 | 236,100 | ||
| 127,790 | 2,787,467 | 2,915,257 |
The fair value of borrowings at 31 December 2023 is TRY2,747,400.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The redemption schedule of principal amounts of bank borrowings at 31 December 2023 is as follows:
| Tenge loan Total TRY equivalent TRY Loan TRY equivalent |
|||
|---|---|---|---|
| 1 January 2024 - 31 December 2024 |
94,408 | 1,189,636 | 1,284,044 |
| 1 January 2025 - 31 December 2025 |
24,112 | 1,188,122 | 1,212,234 |
| 1 January 2026 - 14 December 2026 |
- | 339,880 | 339,880 |
| 118,520 | 2,717,638 | 2,836,158 |
The redemption schedule of contractual cash outflows of borrowings at 31 December 2023 is as follows:
| Tenge loan TRY equivalent |
TRY Loan | Total TRY equivalent |
|
|---|---|---|---|
| 1 January 2023 - 31 December 2024 |
106,289 | 1,713,649 | 1,819,938 |
| 1 January 2024 - 31 December 2025 |
25,825 | 1,456,015 | 1,481,840 |
| 1 January 2025 - 14 December 2026 |
- | 406,151 | 406,151 |
| 132,114 | 3,575,815 | 3,707,929 |
| 31 December 2024 |
31 December 2023 |
|
|---|---|---|
| Provision for litigation | 309,659 | 209,060 |
| Provision for invoice | 165,885 | 93,947 |
| Provision for customer loyalty programs | 13,061 | 5,966 |
| 488,605 | 308,973 |
There are various lawsuits filed against or in favour of the Group. Receivables, rent or labour disputes constitute the majority of these lawsuits. The Group management estimates the outcomes of these lawsuits and estimates their financial impact according to which the necessary provisions are accounted.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Movements in the provision for litigation during the year are as follows:
| 2024 | 2023 | |
|---|---|---|
| Beginning of the year, 1 January | 209,060 | 361,124 |
| Increase during year | 247,235 | 126,411 |
| Payments (-) | (60,033) | (133,230) |
| Monetary gain | (86,603) | (145,245) |
| End of the year, 31 December |
309,659 | 209,060 |
| TRY equivalent | TRY | USD | EUR | |
|---|---|---|---|---|
| A. CPM given on behalf of the Company's legal personality B. CPM given on behalf of fully consolidated subsidiaries |
3,334,256 - |
3,323,553 - |
282 - |
20 - |
| Total collaterals, pledges and mortgages | 3,334,256 | 3,323,553 | 282 | 20 |
| TRY equivalent | TRY | USD | EUR | |
|---|---|---|---|---|
| A. CPM given on behalf of |
||||
| the Company's legal personality | 2,340,349 | 2,328,342 | 282 | 20 |
| B. CPM given on behalf of |
||||
| fully consolidated subsidiaries | 127,790 | - | 3,227 | - |
| Total collaterals, pledges and mortgages |
2,468,139 | 2,328,342 | 3,509 | 20 |
Guarantees given at 31 December 2024 and 2023 are as follows:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Letter of guarantees given | 3,334,256 | 2,468,139 |
| 3,334,256 | 2,468,139 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Guarantees received at 31 December 2024 and 2023 are as follows:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Guarantees obtained from customers | 2,347,246 | 2,437,552 |
| Mortgages obtained from customers | 359,905 | 50,910 |
| 2,707,151 | 2,488,462 |
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Payables to personnel |
1,547,688 | 1,284,034 |
| Social security payables | 781,863 | 1,084,067 |
| 2,329,551 | 2,368,101 | |
| 31 December 2024 | 31 December 2023 | |
| Provision for employment termination benefits | 1,385,774 | 1,725,829 |
| Provision for unused vacation | 1,353,287 | 1,353,911 |
| 2,739,061 | 3,079,740 |
Movement of provision for unused vacation for the years ended in 31 December 2024 and 2023 is as follows:
| 2024 | 2023 | |
|---|---|---|
| Beginning of the year, 1 January | 1,353,911 | 1,360,430 |
| Provision for the year |
671,196 | 1,169,717 |
| Used in year (-) |
(247,809) | (622,264) |
| Monetary gain | (424,011) | (553,972) |
| End of the year, 31 December |
1,353,287 | 1,353,911 |
Under the Turkish Labour Law, the Company is required to pay termination benefits to each employee who has completed one year of service and who reaches the retirement age, whose employment is terminated without due cause, is enlisted for military service or passed away. The termination benefit to be paid is one-month wage per a service year up to the maximum employment termination benefit.
In the consolidated financial statements as of 31 December 2024 and 2023, the Group reflected a liability calculated using the projected unit credit method and based upon factors derived using their experience of personnel terminating their services and being eligible to receive retirement pay and discounted by using the current market yield at the balance sheet date on government bonds.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The following actuarial assumptions were used in the calculation of the total liability:
| 2024 | 2023 | |
|---|---|---|
| Discount rate (%) | 3.73 | 3.00 |
| Turnover rate to estimate the probability of retirement (%) | 69.6-91.7 | 69.6-91.7 |
The principal assumption is that the maximum liability for each year of service will increase in line with inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. As the maximum liability is revised once every six months, the maximum amount of TRY46,655.43 effective from 1 January 2025 has been taken into consideration in calculating the reserve for employment termination benefit of the Group.
The movement of the severance pay provision account for the years ended as of 31 December 2024 and 2023 is presented below:
| 2024 | 2023 | |
|---|---|---|
| Beginning of the year, 1 January | 1,725,829 | 3,043,401 |
| Service cost | 164,659 | 418,797 |
| Interest cost | 178,473 | 220,574 |
| Actuarial loss | 910,744 | 838,173 |
| Payments (-) | (918,340) | (2,097,031) |
| Monetary gain | (675,591) | (698,085) |
| End of the year, 31 December |
1,385,774 | 1,725,829 |
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Domestic sales | 296,108,545 | 265,570,172 |
| Other sales | 796,942 | 951,625 |
| Gross sales | 296,905,487 | 266,521,797 |
| Discounts and returns (-) | (3,125,823) | (4,389,394) |
| Sales revenue, net | 293,779,664 | 262,132,403 |
| Cost of sales (-) |
(225,775,911) | (213,170,188) |
| Gross profit | 68,003,753 | 48,962,215 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Details of domestic and foreign sales before other sales, discounts and returns are as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Retail sales revenue | 286,887,079 | 256,549,068 |
| Wholesale revenue | 7,945,078 | 7,698,367 |
| Rent income | 1,276,388 | 1,322,737 |
| 296,108,545 | 265,570,172 |
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Personnel expenses | 30,849,814 | 25,127,054 |
| Depreciation and amortisation expenses | 9,977,506 | 8,933,801 |
| Rent and common area expenses (*) |
7,828,030 | 6,952,943 |
| Energy expenses |
3,059,437 | 3,857,874 |
| Porterage and cleaning expenses | 1,975,601 | 1,621,177 |
| Advertising expenses |
1,936,545 | 1,959,682 |
| Information technology maintenance expenses | 1,881,780 | 1,509,359 |
| Repair and maintenance expenses | 971,964 | 892,665 |
| Security expenses |
660,654 | 459,282 |
| Taxes and other fee expenses | 233,938 | 230,185 |
| Communication expenses | 190,000 | 129,410 |
| Other | 2,620,119 | 1,685,634 |
| 62,185,388 | 53,359,066 |
(*) 6,130 million TRY of rent expenses in 2024 is related to variable leases, 814 million TRY is related to short-term leases, 294 million TRY is related to low value leases and 590 million TRY is related to common area expenses.
| Marketing expenses | 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|---|
| Personnel expenses | 26,692,685 | 21,895,728 | |
| Depreciation and amortisation expenses | 9,977,506 | 8,933,801 | |
| Rent and common area expenses |
7,640,884 | 6,785,649 | |
| Energy expenses |
3,033,852 | 3,830,778 | |
| Advertising expenses | 1,936,494 | 1,958,351 | |
| Porterage and cleaning expenses |
1,920,649 | 1,577,898 | |
| Information technology maintenance expenses |
1,508,719 | 1,395,012 | |
| Repair and maintenance expenses | 949,513 | 875,514 | |
| Security expenses |
632,938 | 439,989 | |
| Taxes and other fee expenses | 191,187 | 194,015 | |
| Communication expenses | 168,034 | 104,948 | |
| Other | 1,987,645 | 1,121,884 | |
| 56,640,106 | 49,113,567 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Personnel expenses | 4,157,129 | 3,231,326 |
| Other | 1,388,153 | 1,014,173 |
| 5,545,282 | 4,245,499 |
Expenses by nature in cost of sales for the years 1 January - 31 December 2024 and 2023 are as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Cost of goods sold | 224,051,477 | 211,598,640 |
| Cost of service rendered | 1,724,434 | 1,571,548 |
| 225,775,911 | 213,170,188 |
Cost of trade goods include discounts, incentives and volume rebates obtained from suppliers. Service costs comprise energy, advertising, cleaning, security and administrative expenses incurred in the Group's shopping malls.
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Interest income on term sales | 2,124,831 | 1,278,430 |
| Insurance claim income |
75,593 | - |
| Competition board restructuring income |
- | 352,162 |
| Other | 309,514 | 350,115 |
| 2,509,938 | 1,980,707 |
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Interest expense on term purchases (*) |
17,035,401 | 6,824,703 |
| Litigation provision | 247,235 | 126,411 |
| Bad debt provision expense | 36,609 | 12,232 |
| Other | 484,793 | 258,383 |
| 17,804,038 | 7,221,729 |
(*) Forward purchases are discounted to the assumed cash value with the relevant GDS interest rates separately for each month, and as a result, forward purchase interest expenses are calculated. Average interest rates 2024: 47.7% (2023: 19.3%)
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Subsidiary sales profit | 438,082 | - |
| Gain on sale of property, plant and equipment | 187,595 | 528,341 |
| Currency protected deposit income | - | 15,356 |
| 625,677 | 543,697 |
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Impairment of property, plant, and equipment | 343,137 | 12,942 |
| Losses from leasehold improvements of closed stores | 12,960 | 22,393 |
| 356,097 | 35,335 |
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Interest income on bank deposits | 6,296,716 | 3,562,159 |
| Foreign exchange gains |
574,508 | 2,087,012 |
| Financial income on derivatives | 62,325 | - |
| 6,933,549 | 5,649,171 |
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Credit card commision expenses | 4,690,617 | 2,072,174 |
| Interest expense on lease liabilities | 2,875,009 | 1,954,724 |
| Interest expense on bank borrowings | 778,435 | 897,685 |
| Interest expense on provision for | ||
| employment termination benefits | 178,473 | 220,574 |
| Foreign exchange losses | 29,742 | 38,536 |
| Financial expense on derivatives | - | 23,076 |
| Other | 75,904 | 65,789 |
| 8,628,180 | 5,272,558 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Corporate and income taxes payable | 471,608 | 751,982 |
| Less: Prepaid current income taxes | (625,419) | (581,915) |
| Current tax assets /(liabilities) |
(153,811) | 170,067 |
| 31 December 2024 | 31 December 2023 | |
| Deferred tax assets | 2,306,753 | 1,577,169 |
| Deferred tax liabilities | (5,774,178) | (4,571,126) |
| Deferred tax liabilities, net | (3,467,425) | (2,993,957) |
The Group is subject to taxation in accordance with the tax regulations and the legislation effective in the countries in which the Group companies operate. 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.
In Turkey, corporate tax rate is 25% (2023: 25%).
The Group calculates its assets and liabilities related to deferred income by considering the temporary timing differences between taxable legal financial statements and financial statements prepared according to TFRS. As of 31 December 2024, the rate applied for the deferred tax assets and liabilities calculated according to the liability method for temporary differences occurring in future periods for Turkey and Kazakhstan are 25% and 20%, respectively (2023: 25% and 20%, respectively).
Earnings from the Group's investments subject to incentive certificates are subject to corporate tax at reduced rates from the accounting period in which the investment starts to be operated partially or completely until the investment contribution amount is reached. In this context, as of 31 December 2024, the Group has recognized deferred tax assets amounting to TRY29,029 (31 December 2023: TRY11,552) which will be utilized in the foreseeable future. As a result of the recognition of the tax advantage as of 31 December 2024, deferred tax income amounting to TRY17,477 has been recognized in the statement of profit or loss for the period 1 January- 31 December 2024.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Within the scope of the incentive certificates summarized above, a reduced corporate tax advantage of TRY116,115 (31 December 2023: TRY11,817) has been used in the current period statutory tax provision.
R&D Incentives
The Group capitalizes R&D expenditures in its statutory books within the scope of Law No. 5746. In accordance with the provisions of the same law, the Group uses R&D discount exemption for the portion of the expenditures allowed by the law by calculating the R&D expenditures made by the Group within the framework of the relevant legislation.
As of 31 December 2024, the Group has used R&D discount exemption amounting to TRY145,236 (31 December 2023: TRY148,206) against statutory tax.
The details of taxation on income for the years ended 31 December 2024 and 2023 are as follows:
| 1 January - | 1 January - | |
|---|---|---|
| 31 December 2024 | 31 December 2023 | |
| Current year tax expense (-) |
(583,381) | (997,899) |
| Deferred tax expense | (819,937) | (1,721,182) |
| Current year tax expense |
(1,403,318) | (2,719,081) |
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
| Profit before tax | 7,942,076 | 15,539,103 |
| Calculated tax income according to parent company tax rate (25%) (2023:25%) |
(1,985,519) | (3,884,776 |
| Expected tax expense of the Group | (1,985,519) | (3,884,776) |
| Effect of non-deductable expenses | (239,872) | (115,103) |
| Exemption for R&D and other discounts | 165,207 | 169,329 |
| Tax effect of other income exempt from tax | 209,046 | 219,026 |
| Effect of temporary differences which no deferred tax assets are recognised |
(1,338,092) | (1,899,124) |
| Effective tax rate difference | ||
| Revaluation effect of property, plant and equipment | ||
| and intangible asset | 1,870,630 | 2,642,074 |
| Other differences | (84,718) | 149,493 |
| The Group's expense/(income) | (1,403,318) | (2,719,081) |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The composition of cumulative temporary differences and the related deferred income tax assets and liabilities in respect of items for which deferred income tax has been provided as of 31 December 2024 and 2023 using the currently enacted tax rates, is as follows:
| Cumulative temporary differences |
Deferred tax assets/(liabilities) |
|||
|---|---|---|---|---|
| 31 December 2024 | 31 December 2023 | 31 December 2024 | 31 December 2023 | |
| Deferred tax assets: | ||||
| Inventories | 4,264,812 | 2,023,535 | 1,066,203 | 505,884 |
| Provision for employee | ||||
| termination benefits | 2,335,020 | 1,708,562 | 583,755 | 429,102 |
| Short term provisions | 1,861,122 | 1,704,478 | 465,281 | 426,597 |
| Finance income not | ||||
| accrued from future sales | 27,679 | 44,902 | 6,920 | 11,225 |
| Other | 738,376 | 831,363 | 184,594 | 204,361 |
| 2,306,753 | 1,577,169 | |||
| Deferred tax liabilities: | ||||
| TFRS 16 | (13,148,315) | (11,795,286) | (3,287,079) | (2,948,821) |
| Property, plant and equipment Financial investment fair value change |
(8,966,388) | (5,803,194) | (1,475,236) | (807,201) |
| Finance expense not accrued | ||||
| from future sales | (2,543,369) | (2,014,874) | (635,842) | (503,718) |
| Fair value change of derivative | ||||
| financial instruments | (2,506,804) | (1,040,704) | (376,021) | (311,386) |
| (5,774,178) | (4,571,126) | |||
| Total deferred tax assets, net | (3,467,425) | (2,993,957) |
Movements of deferred tax assets and liabilities are as follows:
| 2024 | 2023 | |
|---|---|---|
| Beginning of the year, 1 January | (2,993,957) | (1,205,495) |
| Deferred tax income from continuing operations |
(819,937) | (1,721,182) |
| Recognized on other comprehensive income | 346,469 | (53,693) |
| Remeasurement losses from - |
||
| defined benefit plans | 409,298 | 209,543 |
| Property plant and equipment revaluation increases - |
1,806 | (263,675) |
| Financial investment fair value difference - |
(64,635) | 439 |
| Currency translation differences | - | (13,587) |
| End of the year, 31 December |
(3,467,425) | (2,993,957) |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The Group applies the registered capital system granted to companies registered in the CMB and has set a ceiling for its registered capital representing registered shares with a nominal value of 1 Kr. The Group's registered capital and issued capital are as follows:
| Common shares 1 Kr par value | ||
|---|---|---|
| - Registered capital ceiling |
500,000 | 500,000 |
| - Issued capital |
181,054 | 181,054 |
As of 31 December 2024 and 2023, there are no privileged shares representing the capital.
The shareholders of the Company and their shareholdings stated at historical amounts at 31 December 2024 and 2023 are stated below:
| 31 December 2024 | 31 December 2023 | |||||
|---|---|---|---|---|---|---|
| TRY | Share (%) | TRY | Share (%) | |||
| MH Perakendecilik ve Ticaret A.Ş. | 89,046 | 49.18 | 89,046 | 49.18 | ||
| Migros Ticaret A.Ş. | 2,962 | 1.64 | 2,962 | 1.64 | ||
| Other | 89,046 | 49.18 | 89,046 | 49.18 | ||
| Nominal paid capital | 181,054 | 100.00 | 181,054 | 100.00 | ||
| Share capital adjustment differences (*) | 3,359,496 | 3,359,496 | ||||
| Adjusted share capital | 3,540,550 | 3,540,550 | ||||
| Treasury shares | (861,574) | (861,574) |
(*) Share capital adjustment differences refer to the difference between the total amounts of cash and cash equivalent additions to capital adjusted in accordance with TFRS published by the POA and their pre-adjustment amounts. Capital adjustment differences have no use other than being added to capital.
As of 31 December 2024 breakdown of the equity in the financial statements prepared in accordance with the Tax Procedure Law are as follows.
| 31 December 2024 | |||
|---|---|---|---|
| PPI Indexed Legal |
CPI Indexed |
Amounts followed in Accumulated Profit/ |
|
| Records | Records | Loss | |
| Share capital adjustment differences | 4,570,259 | 3,359,496 | (1,210,763) |
| Other reserves | 3,009,380 | 1,730,523 | (1,278,857) |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Publicly traded companies make dividend distributions in accordance with the Capital Markets Board Communiqué on Dividends No. II-19.1 enacted on 1 February 2014.
Partnerships distribute profits with a decision from the general board, within the framework of profit distribution policies determined by the general assemblies and in accordance with related legislation provisions. As per the related Communique, a minimum distribution rate was not set. Companies pay dividends as specified in their articles of association or profit distribution policies. Also, dividends may be paid in equal or unequal instalments and dividend advances may be distributed in cash based on the profit in the interim financial statements.
If legal reserves and dividends determined for shareholders in articles of association or dividend distribution policies are not allocated as per the TCC, no other legal reserve can be allocated or transferred until the following year, and no dividend is distributed to beneficial interest certificate holders, members of the board of directors, employees of the partnership or those other than shareholders. Also, no dividend is distributed to such parties unless the dividends determined for the shareholders are not paid in cash.
In the general board meeting of 16 April 2024, the general board decision was made to pay nonresident shareholders who earn dividends via a workplace in Turkey or a permanent establishment a TRY6.9040087 gross=net cash dividend of 690.40087% for shares with a nominal worth of TRY1.00, to pay other shareholders a TRY6.9040087 gross cash dividend of 690.40087% for shares with a nominal worth of TRY1.00, a TRY6.2136078 net cash dividend of 621.36078% out of other resources planned to be allocated. It was decided that this total payment of TRY1,520 million (TRY1,496 million excluding repurchased shares) shall be made in on 1 June 2024.
In accordance with the decision taken at the Board of Directors meeting held on 5 November 2024, the Group decided to distribute a gross amount of 525,346 TL from the net profit for the period based on the interim financial statements dated 30 September 2024 as advance dividends and to make the payments on 13 November 2024.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
As of 31 December 2024 and 2023, due from and due to related parties are as follows:
| Trade receivables from related parties | 31 December 2024 | 31 December 2023 |
|---|---|---|
| (1) Coca Cola İçecek A,Ş. |
37,945 | - |
| Colendi Yapay Zeka ve Büyük Veri Teknolojileri Hizmet A,Ş. | (1) 20,284 |
- |
| Anadolu Efes Spor Kulübü(1) | 1,968 | - |
| (1) Türkiye'nin Otomobili Girisim Grubu San Tic A,Ş. |
534 | - |
| (1) Anadolu Sağlık Merkezi İktisadi İşletmesi (ASM) |
164 | 941 |
| Anadolu Etap Penkon Gıda ve İçecek Ürünleri San, ve Tic, A,Ş. | (1) 160 |
208 |
| Other | 2,032 | 1,305 |
| 63,087 | 2,454 | |
| Trade payables to related parties | 31 December 2024 | 31 December 2023 |
| (1) Efes Pazarlama ve Dağıtım Ticaret A,Ş. |
1,147,286 | 929,574 |
| (1) Coca Cola Satış ve Dağıtım A,Ş. |
771,572 | 710,672 |
| (1) Adel Kalemcilik Ticaret ve San, A,Ş. |
29,873 | 65,850 |
| AEP Anadolu Etap Penkon Gıda ve | ||
| (1) Tarım Ürünleri San, ve Tic, A,Ş. |
23,220 | 52,410 |
| (1) AG Anadolu Grubu Holding A,Ş. |
21,102 | 35,044 |
| (1) AEH Sigorta Acenteliği A,Ş. |
86 | 2,325 |
| Other | 7,876 | 18,166 |
| 2,001,015 | 1,814,041 |
Significant transactions regarding purchases and sales with related parties for the years ending on 31 December 2024 and 2023 are as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| (1) Coca Cola Satış ve Dağıtım A,Ş. |
4,805,565 | 4,610,046 |
| (1) Efes Pazarlama ve Dağıtım Ticaret A,Ş. |
4,340,185 | 3,951,671 |
| AEP Anadolu Etap Penkon Gıda ve | ||
| (1) Tarım Ürünleri San, ve Tic, A,Ş. |
239,526 | 184,893 |
| (1) Adel Kalemcilik Ticaret ve San, A,Ş. |
139,526 | 175,455 |
| 9,524,802 | 8,922,065 |
(1) AG Anadolu Grubu Holding group companies
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Kamil Yazıcı Yönetim ve Danışmanlık A.Ş. | 16,973 | 15,530 |
| Garenta Ulaşım Çözümleri A.Ş. | 14,028 | 19,236 |
| 31,001 | 34,766 |
The Group has determined key management personnel as chairman, members of Board of Directors, general manager, and vice general managers.
Total compensation provided to key management personnel by Group for the years ended 31 December 2024 and 2023 is as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Short term benefits | 592,166 | 510,814 |
| 592,166 | 510,814 |
Key management compensation paid or payable consists of benefits, salaries, premiums, individual pension premiums, vehicle rents and SSI and employer shares.
Basic earnings per share is calculated by dividing net profit for the year by the weighted average number of ordinary shares outstanding during the related period.
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Net profit attributable to shareholders Weighted average number of shares with |
6,339,743 | 12,746,783 |
| Kr1 face value each('000) | 18,105,233 | 18,105,233 |
| Earnings per share |
35.02 | 70.40 |
There is no difference between basic and diluted earnings per share for any of the periods.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The Group's activities expose it to a variety of financial risks, including the effects of changes in debt and equity market prices, foreign currency exchange rates and interest rates. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize their potential adverse effects on the financial performance of the Group.
Individual subsidiaries manage their risk under policies approved by their Boards of Directors.
The Group management evaluates its interest-bearing assets in short-term investment instruments within the framework of the principle of managing with natural measures by balancing the maturities of its assets and liabilities sensitive to interest rates.
If interest rates for floating rate financial borrowings denominated in all currencies at 31 December 2024 had been higher/lower by 500 bps with all other variables held constant, profit before tax for the period would have been lower/higher by TRY9.658 as a result of higher/lower interest income/expense on floating rate borrowings (31 December 2023: TRY8.247 would have been higher/lower).
The Group management invests its interest bearing assets on short-term investments with the principle of balancing the maturity of the assets and liabilities that are sensitive to the interest rate changes.
The interest position table of the Group as of 31 December 2024 and 2023 is as follows:
| Financial instruments with fixed interest rate | 31 December 2024 | 31 December 2023 | |||
|---|---|---|---|---|---|
| Time deposits | 16,126,743 | 10,960,971 | |||
| Financial liabilities | 645,792 | 2,160,518 | |||
| Lease liabilities | 19,887,270 | 11,912,434 | |||
| Financial instruments with floating interest rate | 31 December 2024 | 31 December 2023 | |||
| Financial liabilities | 562,579 | 754,739 | |||
| Non derivative financial liabilities: | |||||
| Net book | Contractual cash |
Less than | 3months- | 1 years |
| Net book | cash | Less than | 3months- | 1 years | |
|---|---|---|---|---|---|
| 2024 | value | outflows | 3 months | 12 months | 5 years |
| Financial payables | 1,208,371 | 1,561,605 | 372,154 | 811,060 | 378,391 |
| Trade payables | 57,708,638 | 58,856,462 | 44,151,730 | 14,704,732 | - |
| Other payables | 4,925,733 | 4,925,733 | 4,566,005 | 333,673 | 26,055 |
| 63,842,742 | 65,343,800 | 49,089,889 | 15,849,465 | 404,446 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| Contractual | |||||
|---|---|---|---|---|---|
| Net book | cash | Less than | 3 months- | 1 years | |
| 2023 | value | outflows | 3 months | 12 months | 5 years |
| Financial payables | 2,915,257 | 3,705,896 | 842,684 | 975,220 | 1,887,992 |
| Trade payables | 53,983,947 | 55,678,234 | 43,990,692 | 11,687,542 | - |
| Other payables | 3,437,129 | 3,437,129 | 2,368,101 | 1,004,899 | 64,129 |
| 60,336,333 | 62,821,259 | 47,201,477 | 13,667,661 | 1,952,121 |
The Group is exposed to credit risk due to its sales other than retail sales. Ownership of financial assets involves the risk that counterparties may be unable to meet the terms of their agreements. These risks are monitored by credit ratings and by limiting the aggregate risk from any individual counterparty. The credit risk is generally highly diversified due to the large number of entities comprising the customer base.
As of 31 December 2024 and 2023, the details of credit and receivables risk are as follows. In determining the amount, factors that increase credit reliability, such as guarantees received, were not taken into account.
| Trade Receivables | ||||
|---|---|---|---|---|
| Third | Related | Other | Deposits | |
| 2024 | party | party | receivables | in bank |
| Maximum risk exposed credit risk | ||||
| as of reporting date (A+B+C+D) | 1,334,981 | 63,087 | 1,123,957 | 17,407,089 |
| -Secured portion of maximum credit | ||||
| risk bu guarantees etc. | 103,987 | - | - | - |
| A. Net book value of financial assets | ||||
| either are not due or not impaired | 1,309,173 | 63,087 | 1,123,957 | 17,407,089 |
| Secured portion bu guarantees etc. | 101,944 | - | - | - |
| B. Net book value of the expired | ||||
| or not impaired financial assets | - | - | - | - |
| - Secured portion bu guarantees etc. | - | - | - | - |
| C. Net bok value of assets that are | ||||
| overdue but not impaired | 25,808 | - | - | - |
| Secured portion bu guarantees etc. | 2,043 | - | - | - |
| D. Net book value of assets | ||||
| that are impaired overdue (gross book value) | 201,190 | - | - | - |
| impairment (-) | (201,190) | - | - | - |
| Secured portion bu guarantees etc. |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| Trade Receivables | ||||
|---|---|---|---|---|
| Third | Related | Other | Deposits | |
| 2023 | party | party | receivables | in bank |
| Maximum risk exposed credit risk | ||||
| as of reporting date (A+B+C+D) | 531,726 | 2,454 | 3,098,971 | 13,237,717 |
| -Secured portion of maximum credit | ||||
| risk bu guarantees etc. | 114,385 | - | - | |
| A. Net book value of financial assets | ||||
| either are not due or not impaired | 477,857 | 2,454 | 3,098,971 | 7,222,356 |
| Secured portion bu guarantees etc. | 113,761 | - | - | - |
| B. Net book value of the expired | ||||
| or not impaired financial assets | ||||
| - Secured portion bu guarantees etc. | ||||
| C. Net bok value of assets that are | ||||
| overdue but not impaired | 53,869 | - | - | - |
| Secured portion bu guarantees etc. | 624 | - | - | - |
| D. Net book value of assets | ||||
| that are impaired | ||||
| overdue (gross book value) | 236,054 | - | - | - |
| impairment (-) | (236,054) | - | - | - |
| Secured portion bu guarantees etc. |
As of the reporting date, there are no uncollected, overdue, and renegotiated bank deposits nor credit card receivables present at the Group portfolio, thus the Group is in the opinion that there are no credit risks regarding these assets.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Between 0-1 month | 4,685 | 3,767 |
| Between 1-3 month | 400 | 644 |
| Between 3-12 month | 20,424 | 42,281 |
| Between 1-5 years | 299 | 7,177 |
| 25,808 | 53,869 |
The Group monitors the net debt ratio within the scope of Capital Risk Management. The aim of capital management is to maintain a strong credit rating and healthy capital ratios in order to maximize share values and support businesses.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Net debt ratio as of 31 December 2024 and 2023 is as follows:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Total liabilities | 92,376,687 | 80,672,262 |
| Less: Cash and cash equivalents | (22,524,342) | (18,492,047) |
| Net debt | 69,852,345 | 62,180,215 |
| Equity attributable to holders of parent | 57,309,280 | 52,011,551 |
| Equity + net debt |
127,161,625 | 114,191,766 |
| 54.93% | 54.45% |
The Group is exposed to foreign exchange risk primarily arising from financial assets denominated in foreign currencies. Aforementioned foreign exchange risk is monitored and limited with derivative instruments. As of 31 December 2024, if both Euro and USD currencies would have appreciated against TRY by 20% and all other variables had remained constant, the profit for the period before tax as a result of foreign exchange rate difference arising out of assets and liabilities denominated in Euro and USD would have been TRY127,116 higher. (31 December 2023: TRY738,549)
The profit before tax effect can be broken down in terms of currencies in such a way that that the change amounting to TRY78,175 is due to the change in Euro and the change amounting to TRY48,941 is due to USD. (31 December 2023: The effect of the change in the Euro is TRY220,044, the effect of the change in the USD is TRY518,505.)
| FOREIGN CURRENCY POSITION | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31 December 2024 | 31 December 2023 | |||||||
| Total TRY equivalent |
USD | EUR | Other TRY equivalent |
Total TRY equivalent |
USD | EUR | Other TRY equivalent |
|
| Monetary financial assets Other |
670,089 - |
6,945 - |
10,640 - |
34,194 - |
3,718,545 - |
61,006 - |
23,394 - |
25,415 - |
| Current assets | 670,089 | 6,945 | 10,640 | 34,194 | 3,718,545 | 61,006 | 23,394 | 25,415 |
| Total assets | 670,089 | 6,945 | 10,640 | 34,194 | 3,718,545 | 61,006 | 23,394 | 25,415 |
| Trade payables | 318 | 9 | - | - | 383 | 9 | - | - |
| Current liabilities | 318 | 9 | - | - | 383 | 9 | - | - |
| Financial liabilities Non-monetary other liabilities |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
| Non-current liabilities | - | - | - | - | - | - | - | - |
| Total liabilities | 318 | 9 | - | - | 383 | 9 | - | - |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
| FOREIGN CURRENCY POSITION | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31 December 2024 | 31 December 2023 | |||||||
| Total TRY equivalent |
USD | EUR | Other TRY equivalent |
Total TRY equivalent |
USD | EUR | Other TRY equivalent |
|
| Net asset/(liability) position of off-balance sheet derivatives (A-B) |
- | - | - | - | - | - | - | - |
| A. Total amount of off-balance sheet derivative financial assets |
- | - | - | - | - | - | - | - |
| B.Total amount of off-balance sheet derivative financial liabilities |
- | - | - | - | - | - | - | - |
| Net foreign currency asset/(liability) position |
669,771 | 6,936 | 10,640 | 34,194 | 3,718,162 | 60,997 | 23,394 | 25,415 |
| Net foreign currency asset/(liability) position of monetary items |
669,771 | 6,936 | 10,640 | 34,194 | 3,718,162 | 60,997 | 23,394 | 25,415 |
| Fair value hedge funds of foreign currency |
- | - | - | - | 602,136 | 14,167 | - | |
| Hedge amount of foreign currency assets | - | - | - | - | - | - | - | |
| Hedge amount of foreign currency liabilities | - | - | - | - | - | - | - | |
| Export | - | - | - | - | - | - | - | |
| Import | 751,678 | 19,941 | - | - | 813,704 | 15,330 | - | - |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
Foreign currency sensitivity analysis as of 31 December 2024 and 2023 is as follows:
| Gain/Loss | ||||
|---|---|---|---|---|
| Foreign exchange appreciation |
Foreign exchange depreciation |
|||
| 20% change in Euro exchange rate Euro net asset/liability |
78,175 | (78,175) | ||
| 20% change in USD exchange rate USD net asset/liability |
48,941 | (48,941) | ||
| Net effect | 127,116 | (127,116) |
| Gain/Loss | |||
|---|---|---|---|
| Foreign exchange appreciation |
Foreign exchange depreciation |
||
| 20% change in Euro exchange rate Euro net asset/liability |
220,044 | (220,044) | |
| 20% change in USD exchange rate USD net asset/liability |
518,505 | (518,505) | |
| Net effect | 738,549 | (738,549) |
Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by a quoted market price, if one exists.
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The fair value hierarchy for the assets and liabilities measured at fair value as of 31 December 2024 and 2023 is as follows:
| 2024 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Lands (Note 10) | - | 249,310 | 1,880,723 | 2,130,033 |
| Buildings (Note 10) | - | 1,138,390 | 3,044,349 | 4,182,739 |
| Long term financial investments (Note 5) | - | 3,402,581 | - | 3,402,581 |
| 4,790,281 | 4,925,072 | 9,715,353 | ||
| 2023 | Level 1 | Level 2 | Level 3 | Total |
| Lands (Note 10) | - | - | 2,754,456 | 2,754,456 |
| Buildings (Note 10) | - | - | 4,999,590 | 4,999,590 |
| Derivative instruments | - | - | - | - |
| Long term financial investments (Note 5) | - | 1,668,953 | - | 1,668,953 |
| 1,668,953 | 7,754,046 | 9,422,999 |
| Statement of financial position items | 9,004,758 |
|---|---|
| Inventories | (379,116) |
| Prepaid expenses | 187,907 |
| Property, plant and equipment | 16,070,381 |
| Right of use assets | 8,849,887 |
| Financial investments | 535,018 |
| Deferred income | (88,418) |
| Deferred tax liability | (799,965) |
| Share capital | (1,088,291) |
| Treasury shares |
264,830 |
| Other capital reserves | (531,227) |
| Other comprehensive income/expenses not to be classified to profit or loss |
(118,741) |
| Dividend advance | 5,258 |
| Retained earnings | (13,902,765) |
| Profit or loss statement items | 9,838,105 |
| Revenue | (36,127,267) |
| Cost of sales(-) | 37,584,529 |
| General administrative expenses(-) | 636,399 |
| Marketing expenses(-) | 5,919,148 |
| Other operating income/expenses | 1,633,673 |
| Income/expense from investment activities | (57,636) |
| Financial income/expense | 251,802 |
| Income tax expense |
(463) |
| Profit from discontinued operations | (2,080) |
| Net monatary position gains | 18,842,863 |
(Amounts expressed in thousands of TRY based on the purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)
The fees related to the services received by the Group from the Independent Audit Firm for the years 1 January - 31 December 2024 and 2023 are as follows:
| 2024 | 2023 | |
|---|---|---|
| Audit and assurance fee | 3,745 | 2,310 |
| Tax consulting fee | 2,222 | 1,412 |
| Other non-audit services fee | 712 | 893 |
| Fee for other services other than independent audit | - | 288 |
| 6,679 | 4,903 |
The Group sold its subsidiary Ramstore Kazakhstan LLC ("Ramstore Kazakhstan") for USD21,578 and EUR11,800 with the share transfer agreement dated 15 July 2024. Within the scope of the agreements entered into force, the collection of the aforementioned amounts has been completed as of 23 July 2024.
Income and expenses related to discontinued operations, compared tol ast year, are as follows:
| 2024 | 2023 | |
|---|---|---|
| Revenue | 90,594 | 167,188 |
| Cost of sales | (20,454) | (36,308) |
| General administrative expenses | (15,145) | (36,273) |
| Other income and expenses from main activity | (729) | (4,666) |
| Financing costs | (19,034) | (52,443) |
| Period profit from discontinued operations | 35,232 | 37,498 |
| Earnings per share from discontinued operations ("TRY") | 0.19 | 0.21 |
In Turkey, the Domestic Minimum Corporate Tax has entered into force with the laws published in the Official Gazette dated August 2, 2024. The regulation will be applied to corporate income for the taxation period of 2025. Since the institutions will start applying it on their income as of 1 January 2025, it will not have an impact on the current period tax expense in the financials dated 31 December 2024.
The Group calculates the EBITDA by deducting general administrative expenses and selling, marketing and distribution expenses and adding depreciation expenses, unused vacation liability paid in current year, employee termination benefit provision expense, unusued vacation liability expense on gross profit amount in consolidated statements of income.
| TFRS 16 | TFRS 16 | Before | Before | |||
|---|---|---|---|---|---|---|
| Effect | Effect | TFRS 16 | TFRS 16 | |||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| Revenue | 293,779,664 | 262,132,403 | - | - | 293,779,664 | 262,132,403 |
| Cost of goods sold (-) | (225,775,911) | (213,170,188) | 1,131,903 | 513,788 | (226,907,814) | (213;683,976) |
| Gross profit | 68,003,753 | 48,962,215 | 1,131,903 | 513,788 | 67,871,850 | 48,448,427 |
| General administrative | ||||||
| expenses (-) | (5,545,282) | (4,245,499) | - | - | (5,545,282) | (4,245,499) |
| Marketing expenses (-) | (56,640,106) | (49,113,567) | (2,042,439) | (2,123,415) | (54,792,616) | (46,990,152) |
| Addition: Depreciation and | ||||||
| Amortisation expenses | 9,977,506 | 8,933,801 | 5,488,590 | 5,158,806 | 4,488,916 | 3,764,995 |
| EBITDA | 15,795,871 | 4,536,950 | 4,578,054 | 3,559,179 | 11,217,817 | 977,771 |
| Addition: Provision for | ||||||
| employment termination | ||||||
| benefit and unused vacation | 64,318 | 941,431 | - | - | 64,318 | 941,431 |
| EBITDA | 15,860,189 | 5,478,381 | 4,578,054 | 3,559,179 | 11,282,134 | 1,919,202 |
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