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FONET BİLGİ TEKNOLOJİLERİ A.Ş.

Annual Report Mar 6, 2025

8702_rns_2025-03-06_8b51ace1-e510-4463-9142-4870debb4b2c.pdf

Annual Report

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FONET BİLGİ TEKNOLOJİLERİ A.Ş. 1 JANUARY- 31 DECEMBER 2024 CONSOLIDATED FINANCIAL STATEMENTS TOGETHER WITH THE INDEPENDENT AUDITORS' REPORT

FONET BİLGİ TEKNOLOJİLERİ ANONİM ŞİRKETİ

Table of contents Page

Independent auditor opinion 1-5
Consolidated statements of financial position 6-7
Consolidated statements of profit or loss and other comprehensive income 8
Consolidated statements of changes in equity 9
Consolidated statements of cash flows 10
Notes to the consolidated financial statements 11-58

FONET BİLGİ TEKNOLOJİLERİ ANONİM ŞİRKETİ INDEPENDENT AUDITOR'S REVIEW REPORT OF INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR 1 JANUARY – 31 DECEMBER 2024

To the Shareholders and the Board of Directors of

Fonet Bilgi Teknolojileri Anonim Şirketi;

Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of Fonet Bilgi Teknolojileri Anonim Şirketi (the "Company") and its subsidiary (collectively referred to as the "Group"), which comprise the consolidated statement of financial position as at 31 December 2024 and the consolidated statement of profit or loss, consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended and the notes to the consolidated financial statements and a summary of significant accounting policies and consolidated financial statement notes.

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").

Basis for Opinion

Our audit was conducted in accordance with the independent auditing standards published by the Capital Markets Board ("CMB") and Standards on Independent Auditing (the "SIA") that are part of Turkish Standards on Auditing 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 (the "Ethical Rules") and the ethical requirements regarding independent audit in regulations issued by POA that 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

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. According to us, the issues described below are identified as key audit matters and are reported in our report:

Key Audit Matters How our audit addressed the Key Audit Matter
Revenue recognition
When the Group fulfills (or brings) the obligation to perform
by transferring a committed goods or service to its customer,
the revenue is included in the financial statements.
The majority of the group's revenue consists of sales of Fonet
HBYS software and sales of services and hardware products
related to the sale.
In our audit, the following procedures have been followed to
record revenue accurately and accurately:
- The revenue process of the Group and the design and
implementation
of
the
controls
designed
by
the
management in this process were examined. Assurance
work was carried out for general controls of both
operational and financial information systems applications
Due to the nature of the operations of the Group, there is a risk
of not separating the amounts corresponding to the periods by
evaluating the services it sells and collects throughout the
contract.
Based on the above-mentioned explanations, in accordance
in the process.
- Contracts with customers were examined and the effects
of contract items on revenue were evaluated. The terms of
the contracts are determined.
with the periodicity principle of sales, it is determined as the
key audit subject whether the revenue of contractual services in
this case is recorded in the correct period.
Explanations
regarding
the
Group's
revenue-related
accounting policies and amounts are included in Note 2 and
Note 20.
- Within the scope of the audit works, service sales data and
records were tested on a sample basis. In addition, the
procedures for the relevant account correlation and
analysis were applied using the material verification
procedures and data analytics tools on revenue.
- In order to test the integrity and accuracy of the data used
in these studies, the data obtained from accounting systems
and collection information were compared.
Key Audit Matters How our audit addressed the Key Audit Matter
Application of the hyperinflationary accounting
As stated in Note 2.1. to the financial statements, the Group
continues to apply "TAS 29 Financial Reporting in
Hyperinflation Economies" since the functional currency of
the Group (Turkish Lira) is considered the currency of a
hyperinflationary economy under TAS 29 as of 31 October
2024.
Our audit procedures included the following;
- We inquired management responsible for financial
reporting on the principles, which they have considered
during the application of TAS 29, identification of non
monetary accounts and tested TAS 29 models designed.
In accordance with TAS 29, financial statements and
corresponding figures for previous have been restated for the
changes in the general purchasing power of Turkish lira and,
as a result, are expressed in terms of purchasing power of
Turkish Lira as of the reporting date.
- We have tested the inputs and indices used, to ensure
completeness and accuracy of the calculations.
- We have audited the restatements of corresponding figures
as required by TAS 29.
In accordance with the guidance in TAS 29, the Group utilised
the Turkey consumer price indices to prepare inflation
adjusted financial statements. The principles applied for
inflation adjustment is explained in 2.1.
- We assessed the adequacy of the disclosures in inflation
adjusted financial statements for compliance with TAS 29.
Given the significance of the impact of TAS 29 on the
reported result and financial position of the Group, we have
assessed the hyperinflation accounting as a key audit matter.

Key Audit Matters (Continued)

Key Audit Matters How our audit addressed the Key Audit Matter
Test of intangible assets capitalized within the enterprise
Development Costs The following procedures have been applied for the
control of development costs.
In the Group's consolidated financial statements as of 31
December 2024, the net book value of development costs is
TL 671.648.238, constituting 56% of the total assets. There
are capitalized development costs in the amount of TL
173.058.622
in
2024
(31
December
2023:
TL
151.092.623).
The
Group
takes
into
account
the
explanations in TAS 38 "Intangible Assets" standard and
Note 2 in capitalizing the costs incurred in relation to
development costs.
For the projects that the Group has completed its feasibility
- It was understood how the criteria in TAS 38 Intangible
Assets‖ were met by discussing with the group
management. Details of the projects and details of the
feasibility studies of the future economic benefits of the
project were understood by interviewing the project
managers.
- Project-based costs related to capitalized costs were
detailed and controlled by the movement table of
intangible assets.
studies and believes will provide cash flow in the future; it
activates the costs related to the personnel of the employees
related to the software development processes and the costs
of consultancies received from this scope within the scope
of the development activities.
- For the testing of personnel costs associated with the
projects, each project was broken down on the basis of
staff and capitalized costs, verifying the staff with their
payrolls.
Activation is done by calculating according to the rates
determined within the framework of the estimates and
assumptions made by the management and project
managers and the time when the personnel work on the
development activities.
- The personnel subject to the activation were selected by
sampling method and interviews were made and the
development activities they realized within the scope of
the projects they were involved in were understood.
- Regarding external consultancy, the contents of the
Plan capitalization calculations as a key audit matter, as the
financial
statements
are
significant
and
include
management's estimates about it.
consultancy received were understood and detailed
tests were carried out regarding their amounts.
Explanations regarding the Group's intangible assets
accounting policies and amounts are included in Note 2 and
Note 14.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

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.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

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.

We use our professional judgment and maintain our professional skepticism throughout the independent audit as a requirement of the independent audit conducted in accordance with the independent auditing standards published by the CMB and the SIA. We also:

  • Identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Assess the internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our independent auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We 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.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements (Continued)

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.

Other Responsibilities Arising from Regulatory Requirements

No matter has come to our attention that is significant according to subparagraph 4 of Article 402 of Turkish Commercial Code ("TCC") No. 6102 and that causes us to believe that the Company's bookkeeping activities concerning the period from 1 January to 31 December 2024 period are not in compliance with the TCC and provisions of the Company's articles of association related to financial reporting.

In accordance with subparagraph 4 of Article 402 of the TCC, the Board of Directors submitted the necessary explanations to us and provided the documents required within the context of our audit.

The Auditor's Report on the Risk Early Detection System and Committee, prepared in accordance with the fourth paragraph of Article 398 of the Turkish Commercial Code No. 6102 ("TCC"), was presented to the Company's Board of Directors on 6 March, 2025.

Eren Bağımsız Denetim A.Ş. A member firm of Grant Thornton International

The name of the engagement partner who supervised and concluded this audit is Nazım Hikmet.

İstanbul, 6 March 2025

Nazım Hikmet Partner

Park Plaza, Reşitpaşa Mahallesi Eski Büyükdere Caddesi No. 14, Kat 10 Maslak, İstanbul

FONET BİLGİ TEKNOLOJİLERİ A.Ş. AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER 2024

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

Audited
Current Period
Audited
Prior Period
Notes 31 December 2024 31 December 2023
ASSETS
Current assets
Cash and cash equivalents 5 31.005.892 14.708.011
Financial investments 7 7.052.346 2.095.420
Trade receivables
- Trade receivables from third parties 8 43.696.420 35.450.748
Other receivables
-Other receivables from third parties 9 1.109.850 3.279.044
Inventories 10 -- 3.166.150
Prepaid expenses 11 748.648 1.881.265
Current income tax assets 26 -- 23.317
Other current assets 18 -- 484.138
Total current assets 83.613.156 61.088.093
Non-current assets
Trade receivables
- Trade receivables from third parties 8 -- --
Other receivables
-Other receivables from third parties
Property, plant and equipment
9
12
115.500
49.413.553
166.757
32.062.110
Intangible assets 14 944.349.340 861.045.339
Right of use assets 13 7.832.965 11.282.261
Deferred tax assets 26 121.239.733 92.831.493
Total non-current assets 1.122.951.091 997.387.960
Total assets 1.206.564.247 1.058.476.053

FONET BİLGİ TEKNOLOJİLERİ A.Ş. AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER 2024

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

Audited Audited
Notes Current Period
31 December 2024
Prior Period
31 December 2023
LIABILITIES
Current liabilities
Current borrowings 4.817.938 21.667.566
Short term portion of long-term financial liabilities 6 6.477.292 --
Lease liabilities 6 1.970.103 1.424.533
Other financial liabilities 6 6.148.134 3.822.886
Trade payables
- Trade payables from third parties 8 16.613.777 3.610.346
Employee benefit obligations 17 24.656.191 30.235.815
Other payables
- Other payables from related parties 25 623.353 2.044.787
- Other payables from third parties 9 3.515.845 2.422.064
Deferred income 11 -- 32.872
Short term provisions
- Short term provisions for employee benefits 17 2.092.598 2.355.634
- Other short term provisions 16 538.234 2.039.653
Other current liabilities 18 177.346 4.434.033
Total current liabilities 67.630.811 74.090.189
Non-current liabilities
Non-current borrowings 6 8.095.567 --
Lease liabilities 6 2.565.549 6.264.554
Long term provisions
- Long term provisions from employee benefits 17 4.261.532 4.357.579
Deferred tax liabilities 26 873.958 1.397.579
Total non-current liabilities 15.796.606 12.019.712
Equity
Share capital 19 144.000.000 144.000.000
Capital adjustment diffrences 19 355.566.926 355.566.926
Share premiums (15.604.958) (15.604.958)
Accumulated other comprehensive income / expense not to
be reclassified to profit or loss
- Gain/loss arising from defined benefit plans 19 2.607.306 2.075.869
Restricted reserves
- Legal reserves 19 43.120.883 41.836.361
Net profit for the prior period 443.207.432 229.789.507
Net profit for the period 150.239.241 214.702.447
Non-controlling interest -- --
Total equity 1.123.136.830 972.366.152
Total liabilities 1.206.564.247 1.058.476.053

FONET BİLGİ TEKNOLOJİLERİ A.Ş. AND CONSOLIDATED SUBSIDIARIES STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 01 JANUARY - 31 DECEMBER 2024

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

Notes Audited
Current Period
1 January –
31 December 2024
Audited
Prior Period
1 January –
31 December 2023
Net Sales 20 480.555.048 360.678.999
Cost of sales (-) 20 (347.886.475) (267.215.807)
Gross profit 132.668.573 93.463.192
General administrative expenses (-) 21 (69.367.463) (62.272.858)
Marketing expenses (-) 21 (5.390.396) (9.108.685)
Research and development expenses (-) 21 (2.434.088) (3.485.994)
Other operating income 22 85.502.439 34.725.539
Other operating expense (-) 22 (12.658.093) (16.446.043)
Operating profit 128.320.972 36.875.151
Income from investing activities 23 4.904.622 --
Expense from investing activities (-) 23 -- (1.796.977)
Operating income before financial income / (expense) 133.225.594 35.078.174
Financial income 24 3.783.908 1.963.846
Financial expenses (-) 24 (8.543.080) (2.023.388)
Monetary gain / (loss) 27 (7.052.755) (6.730.574)
Profit before tax from continuing operations 121.413.667 28.288.058
Tax income / (expense) from continuing operations
- Deferred tax (expense) / income 26 28.825.574 186.414.389
Net profit for the period 150.239.241 214.702.447
Distribution of income for the period attributable to
Equity holders of the parent
28 150.239.241 214.702.447
Earnings per share (kr) 28 1,04 1,49
Other comprehensive income
Items not to be reclassified to profit or loss
- Gain/ (loss) arising from defined benefit plans
- Tax effect of gain/ (loss) arising from defined benefit plans
531.437
(106.287)
5.688.663
(1.137.736)
Other comprehensive expense 425.150 4.550.927
Total comprehensive expense / income 150.664.391 219.253.374
Distribution of total comprehensive income attributable to
Non-controlling interests -- --
Equity holders of the parent 150.664.391 219.253.374
EBITDA 29 154.922.618 105.787.026
EBITDA margin 29 32,24 29,33

FONET BİLGİ TEKNOLOJİLERİ A.Ş. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF CONDENSED CONSOLIDATED CHANGES IN EQUITY FOR THE YEAR ENDED 01 JANUARY – 31 DECEMBER 2024

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

Other
Comprehensive
Income or Expense
not to be Reclassified
to Profit or Loss
Accumulated profit / (loss)
Note Share
capital
Capital
adjustment
differences
Share
premium
Gain/ (loss) arising
from defined
benefit plans
Restricted
reserves
Net profit for
the prior period
Net profit for
the period
Equity holders
of the parent
Non
controlling
interests
Total equity
Balance at 1 January
2023 19 40.000.000 299.946.783 -- (3.612.794) 33.947.183 362.705.198 34.593.630 767.580.000 -- 767.580.000
Capital increase 104.000.000 55.620.143 -- -- -- (159.620.143) -- -- -- --
Transfers -- -- -- -- 5.499.699 29.093.931 (34.593.630) -- -- --
Shares repurchase -- -- (15.604.958) -- -- -- -- (15.604.958) -- (15.604.958)
Net profit -- -- -- -- -- -- 214.702.447 214.702.447 -- 214.702.447
Other comprehensive
income -- -- -- 5.688.663 -- -- -- 5.688.663 -- 5.688.663
R&D special funds -- -- -- -- 2.389.479 (2.389.479) -- -- -- --
Balance at 31 December
2023 19 144.000.000 355.566.926 (15.604.958) 2.075.869 41.836.361 229.789.507 214.702.447 972.366.152 -- 972.366.152
Balance at 1 January
2024 19 144.000.000 355.566.926 (15.604.958) 2.075.869 41.836.361 229.789.507 214.702.447 972.366.152 -- 972.366.152
Transfers -- -- -- -- -- 214.702.447 (214.702.447) -- -- --
Shares repurchase -- -- -- -- -- -- -- -- -- --
Net profit -- -- -- -- -- -- 150.239.241 150.239.241 -- 150.239.241
Other comprehensive --
income -- -- -- 531.437 -- -- -- 531.437 531.437
R&D special funds -- -- -- -- 1.284.522 (1.284.522) -- -- -- --
Balance at 31 December
2024 19 144.000.000 355.566.926 (15.604.958) 2.607.306 43.120.883 443.207.432 150.239.241 1.123.136.830 -- 1.123.136.830

FONET BİLGİ TEKNOLOJİLERİ A.Ş. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS FOR THE YEAR ENDED 01 JANUARY – 31 DECEMBER 2024

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

Notes 1 January -
31 December 2024
1 January –
31 December 2023
A. Cash flow from operating activities
Net profit for the period 150.239.241 214.702.447
Adjustments to reconcile the period's profit
Depreciation and amortization charge 29 99.445.992 87.191.371
Adjustments for unused leave provisions 17 461.033 1.439.116
Adjustments for severance pay provision expense 21 1.157.579 1.205.992
Adjustment for rediscount interest income/expense (80.296) 507.402
Adjustment for doubtful receivables provision 22 (2.024.729) --
Adjustment for provision for lawsuits 22 (1.262.558) 345.562
Adjustments related to interest expense 7.505.058 2.469.656
Deferred tax asset / (liability), net 26 (28.825.574) (186.414.389)
Adjustments related to interest income 24 (3.783.908) (1.963.846)
Monetary gain / (loss) 4.182.780 10.466.165
Changes in net working capital
Increases/decreases in trade receivables (5.420.832) 203.822.059
Increases/decreases in other receivables 9 2.220.451 (2.780.113)
Increases/decreases in inventories 10 3.166.150 112.712
Increases/decreases in trade payables 13.182.166 (1.421.039)
Increases/decreases in other payables 9 (327.653) 789.544
Increase/decrease in liabilities related to employee benefits 17 (5.579.624) 7.814.661
Increases / decreases in prepaid expenses 11 1.132.617 13.553.900
Increase/decrease in other current assets 18 484.138 (392.050)
Increases/decreases in deferred income 11 (32.872) (170.362.795)
Increase/decrease in other short-term liabilities 18 (4.256.687) 4.234.420
Net cash flows generated from operating activities 231.582.472 185.320.775
Payments made in relation to employee benefits provisions 17 (245.100) (446.019)
Tax paid/returned 26 23.317 (23.317)
Net Cash Flows Generated from Operating Activities, net 231.360.689 184.851.439
B. Cash Flows from Investıng Activities
Changes in property, plant, and equipment 12 (23.593.518) (8.378.663)
Changes in intangible assets 14 (173.058.622) (203.178.141)
Change in right-of-use assets 13 -- (8.784.995)
Interest received 24 3.783.908 1.963.846
Cash Flows from Investing Activities,net (192.868.232) (218.377.953)
C. Cash Flows from Financing Activities
Cash outflows from financial investments 7 (4.956.926) 1.792.868
Premiums/discounts related to shares -- (15.604.958)
Interest paid (6.749.010) (1.032.748)
Cash flows related to borrowings 48.479 22.147.812
Cash flows related to lease agreements (3.153.435) 4.367.613
Net Cash Flows Generated from Financing Activities,net (14.810.892) 11.670.587
Inflation Effect on Cash and Cash Equivalents (7.383.684) (16.508.313)
Net Increase / (Decrease) in Cash and Cash Equivalents 16.297.881 (38.364.240)
D. Cash and Cash Equivalents at The Beginning of The Year 5 14.708.011 53.072.251
Cash and Cash Equivalents at The End of The Year 31.005.892 14.708.011

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

1. ORGANIZATION AND NATURE OF ACTIVITIES OF THE GROUP

Fonet Bilgi Teknolojileri Anonim Şirketi ("The Company" or "Fonet") was established in in 1997 to provide computer software and technical support to both Public and Private Institutions. The Company has operated as a Limited Company until 31 May 2011. As of 1 September 2011, the Company changed its type and became an incorporated company.

The Company's headquarter is located at Kızılırmak Mahallesi 1445. Sokak No: 2B/1 The Paragon Tower, Çankaya / ANKARA.

The Company has two branches, one located at Büyükdere Cad. A2 Blok No:33/4 Levent, ISTANBUL and the other branch in İpekyol Cad. No: 12/1 ŞANLIURFA. The Company has liaison office abroad located in Klarabergsviadukten 70 D4, 111 64 Stockholm, SWEDEN.

The Company established its Azerbaijan branch on 5 November 2024, and opened the branch at the address: 2/46 Z. Ahmedbayov Street, Yasamal District, Baku, Azerbaijan.

The Company provides information management systems, system integration, consultancy and turnkey project services in the field of health informatics. Although the main operations of the Company are in the field of health informatics, the Company also participates in different IT projects related to field expertise.

The software products which are completely owned by Fonet are as follows:

S. No Module Name
S. No Module Name
1 Consultation Management System 32 Home Health Care Services Management System
2 Appointment Procedure Management System 33 Interoperability System
3 Patient Record / Admission Management Sys 34 Decision Support Management System
4 Emergency Management System 35 Material Resource and Inventory Management System
5 Polyclinic Management System 36 Fixture and Asset Management System
6 Clinic Management System 37 Financial Information Man. S. (Invoice, Cash Desk, etc.)
7 Laboratory Information System 38 Purchasing Information System
8 Radiology Information System 39 Human Resources / Pay-Roll Information System
9 PACS (Picture Archiving and Communication S.) 40 Personnel Attendance Control Management System
10 Nursing Management System 41 Document Management System
11 Operating Room Information System 42 Medical Record Archive Management System
12 Pharmacy Information System 43 Device Tracking Management System
13 Cancer Management System 44 Medical Device Calibration and Quality Control M. Sys.
14 Mouth and Dental Health Information System 45 Quality Management System
15 Physical Treatment and Rehabilitation Man. S 46 Quality Indicator Management System
16 Intensive Care Management System 47 Laundry Management System
17 Haemodialysis Management System 48 Occupational Health and Safety Management System
18 Pathology Management System 49 LCD / Display Information and Qmatic Man. Sys
19 Psychology Management System 50 Kiosk Management System
20 Oncology Management System 51 SMS Management System
21 Diet Management System 52 Technical Service Management System
22 Blood Centre Information System 53 Central Computer Management System
23 Sterilization Information System 54 Process Management System
24 Healthcare Commission Management System 55 Medical Waste Management System
25 Organ and Tissue Donation Management S 56 Dynamic Medical / Administrative Module Des. Sys.
26 Clinic Engineering Information System 57 Subscription Counter Tracking Module
27 Information System, Statistic & Reporting Sys 58 Mobile Doctor Examination Man. System
28 Medical Research Management System 59 Online Examination Module (Videocall)
29 Pregnant Education Management System 60 Mobile Patient Management System
30 Diabetes Education Management System 61 ICU Management System
31 Social Services Management System 62 Remote Health Information System

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

1. ORGANIZATION AND NATURE OF ACTIVITIES OF THE GROUP (CONTINUED)

The Company's main product is Fonet HIS ("Hospital Information Management System"). Fonet HIS ensures that all medical, administrative and financial business processes of health institutions are managed within the automation system. Fonet HIS consists of 60 separate software modules. Fonet HIS has been developed completely by their own engineers and actively operates in over 200 health institutions including hospitals in Somalia, Azerbaijan, Northern Cyprus and the Republic of Moldova.

Fonet offers not only its core product Fonet HBYS and additional systems but also turnkey project solutions. At the forefront of these solutions are the company's ongoing operations as the contractor for two major projects in the Turkish Republic of Northern Cyprus: the "TRNC e-Insurance Information System" and the "TRNC Health Information System.

In addition to this service, the company signed a contract on 26 December 2023, to serve as the main contractor for the "Turkish Republic of Northern Cyprus Revenue and Tax Office Full Automation Development Projects and the Traffic Office Vehicle Registration Office Full Automation Project," a joint project of the TRNC Ministry of Finance and the TRNC Ministry of Transportation, for the year 2024.

In line with its strategy to expand its product range and enter new markets in the healthcare field, the company has completed the development of two products for which it began R&D efforts, successfully completed the Ministry of Health's accreditation tests, and initiated field sales and installation activities. The Intensive Care Management System allows hospitals to integrate their intensive care unit devices into the system, enabling all patient processes to be monitored and reported through the system. The other product is the Remote Health Information System, developed in accordance with regulations designed to maximize healthcare accessibility, especially during the pandemic when access issues arose.

The average number of personnel employed within the Group as of 31 December 2024 is 512 (31 December 2023: 437).

Detailed information about the personnel is as follows:

31 December 2024 31 December 2023
Permanent indefinite-term contracted personnel of the Group
Fixed term contracted personnel employed by the Group within the scope of
151 136
contracts with hospitals 361 301
Total number of personnel 512 437

The shareholders of the Company and shares are as follows:

31 December 2024 31 December 2023
Share Amount Share Amount Share Rate % Share Amount Share Rate %
Abdülkerim GAZEN 55.218.000 38,35 55.218.000 38,35
Other (public part) 88.782.000 61,65 88.782.000 61,65
Share capital 144.000.000 100 144.000.000 100
Capital adjustment differences 355.566.926 355.566.926
Capital 499.566.926 499.566.926

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

1. ORGANIZATION AND NATURE OF ACTIVITIES OF THE GROUP (CONTINUED)

The Company's issued capital consists of 144.000.000 shares, all with a par value of 1 Turkish Liras each as at 31 December 2024 (31 December 2023: 144.000.000 shares).

As of 31 December 2024, 8.000.000 shares of 144.000.000 shares consist of Group A shares and 136.000.000 shares consist of Group B shares. Group A shares has a privilege in determining the members of the board of directors and in exercising voting rights in the general assembly.

At the ordinary and extraordinary general assembly meetings to be held by the Company, group (A) shareholders have 15 voting rights for each share, and Group (B) shareholders have 1 voting right for each share.

The Company has adopted the registered capital system in accordance with the provisions of the Capital Markets Law and transitioned to the registered capital system with the approval of the Capital Markets Board dated 27 February 2015, under decision number 5/253. The Company's registered capital ceiling is 2,500,000,000 TRY, divided into 2,500,000,000 shares, each with a nominal value of 1 TRY. The approval for the registered capital ceiling is valid for the period between 2024 and 2028.

Subsidiaries fully consolidated included in the accompanying consolidated financial statements

Pidata Bilişim Teknolojileri Anonim Şirketi ("Pidata")

The Company was established on 16 July 2018 and registered in Ankara. The establishment of the Company was announced in the Turkish Trade Registry Gazette dated 19 July 2018, numbered 9624. The shares of Pidata is owned completely by Fonet Bilgi Teknolojileri Anonim Şirketi.

In addition to providing turnkey project services, Pidata is also engaged in the development, sales, and support of its powerful ERP products. Tales ERP, developed by Pidata, is used in both the public and private sectors. All of Pidata's shares are owned by Fonet Information Technologies Inc.

Main
Share Rate operating Type of Year of
Company Title % activity activity Country establishment
Pidata Bilişim Teknolojileri A.Ş. 100 Information Türkiye/Ankara 2018
Technologies Services

From here on after, Fonet Bilgi Teknolojileri Anonim Şirketi and the aforementioned subsidiary will be referred as "Group" or "Community.''

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

2.1 Basis of Presentation

Statement of Compliance to TFRS

The accompanying consolidated financial statements are prepared in accordance with the Communiqué Serial II, No:14.1, "Principles of Financial Reporting in Capital Markets" ("the Communiqué") published in the Official Gazette numbered 28676 on 13 June 2013. According to the article 5 of the Communiqué, consolidated financial statements are prepared in accordance with Turkish Financial Reporting Standards ("TFRS") and its addendum and interpretations ("IFRIC") issued by Public Oversight Accounting and Auditing Standards Authority ("POA") Turkish Accounting Standards Boards. The consolidated financial statements of the Group are prepared as per the CMB announcement of 4 October 2022 relating to financial statements presentations.

The Company and its subsidiaries operating in Turkey, maintains its accounting records and prepares its statutory financial statements in accordance with the Turkish Commercial Code (the "TCC"), tax legislation and the uniform chart of accounts issued by the Ministry of Finance. These consolidated financial statements are based on the statutory records, with the required adjustments and reclassifications including those related to changes in purchasing power reflected for the purpose of fair presentation in accordance with the TFRS.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.1 Basis of Presentation (continued)

Approval of consolidated financial statements

These consolidated financial statements as of and for the year ended 31 December 2023 have been approved for issue by the Board of Directors on 6 March 2025. The General Assembly and various regulatory authorities have the right to amend the financial statements.

Presentation and Functional Currency

The condensed consolidated financial statements are presented in the currency of the primary economic environment in which the entity operates (its functional currency).

For the purpose of the condensed consolidated financial statements, the functional and presentation currency of the Group is accepted as Turkish Lira "TL."

Financial reporting in hyperinflationary economy

The Group prepared its consolidated financial statements as at and for the year ended 31 December 2023 by applying TAS 29 "Financial Reporting in Hyperinflationary Economies" in accordance with the announcement made by Public Oversight Accounting and Auditing Standards Authority ("POA") on 23 November 2023 and the "Implementation Guide on Financial Reporting in Hyperinflationary Economies".

TAS 29 is applied to the financial statements of entities whose functional currency is the currency of a hyperinflationary economy, including consolidated financial statements.

The standard requires that financial statements prepared in the currency of a hyperinflationary economy be stated in terms of the purchasing power of that currency at the reporting period and that comparative figures for prior period financial statements be expressed in terms of the measuring unit current at the end of the reporting period. Therefore, the Group has presented its consolidated financial statements as of 31 December 2023, on the purchasing power basis as of 31 December 2024.

In accordance with the CMB's decision dated 28 December 2023, and numbered 81/1820, issuers and capital market institutions subject to financial reporting regulations applying Turkish Accounting/Financial Reporting Standards are required to apply inflation accounting by applying the provisions of TAS 29 to their annual financial statements for the accounting periods ending on 31 December 2023.

The restatements in accordance with TAS 29 have been made using the adjustment factor derived from the Consumer Price Index ("CPI") in Türkiye published by the Turkish Statistical Institute. As of 31 December 2024, the indices and adjustment coefficients used in the preparation of the consolidated financial statements are as follows:

Date Index Adjustment Factor Three
Year
Cumulative
Inflation Rates
31 December 2024 2.684,55 1,00000 291%
31 December 2023 1.859,38 1,44379 268%
31 December 2022 1.128,45 2,37897 156%

The main elements of the adjustments made by the Group for financial reporting purposes in highly inflationary economies are as follows:

  • The financial statements for the current period prepared in TL are expressed in terms of the purchasing power of money as of the balance sheet date, with the amounts from previous reporting periods also adjusted according to the purchasing power of money as of the latest balance sheet date.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.1 Basis of Presentation (continued)

Financial reporting in hyperinflationary economy (continued)

  • Monetary assets and liabilities (cash and cash equivalents, trade receivables and payables, borrowings, etc.) are not restated as they are already expressed in terms of the current purchasing power as of the balance sheet date. In cases where the inflationadjusted values of non-monetary items (inventories, tangible and intangible fixed assets, equity items, etc.) exceed their recoverable amounts or net realizable values, the provisions of TAS 36 and TAS 2 have been applied, respectively.

  • Non-monetary assets and liabilities, as well as equity items that are not expressed in terms of the current purchasing power as of the balance sheet date, have been restated using the relevant adjustment coefficients.

  • All items in the income statement, except for non-monetary items in the balance sheet that affect the income statement, have been indexed using the coefficients calculated based on the periods in which income and expense accounts were initially reflected in the financial statements.

  • The effect of inflation on the Company's net monetary asset position for the current period has been recorded in the income statement under the net monetary position loss account. Companies holding higher monetary assets than their monetary liabilities experience a weakening of purchasing power due to inflation, while those with higher monetary liabilities than monetary assets see an increase in purchasing power. The net monetary position gain or loss has been derived from the adjustment differences of non-monetary items, equity, items in the income statement and other comprehensive income statement, as well as index-linked monetary assets and liabilities (Note 27).

Going concern

The accompanying financial statements have been prepared on the basis of the going concern principle.

2.2 Changes in Accounting Policies

Accounting policies are amended if the Group's financial position, performance or cash flows and the effects of events are likely to result in a more appropriate and reliable presentation of the consolidated financial statements. If the amendments to the accounting policies affect previous periods, the policy is applied retroactively in the consolidated financial statements as if the policy have always been exercised. Accounting policy changes arising from the application of a new standard shall be applied retroactively or in accordance with the transition provisions of the standard, if any. Changes that are not covered by any transitional provision are applied retrospectively.

2.3 Comparative information and restatement of prior period financial statements

The Group's financial statements 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 financial statements, comparative information is reclassified when deemed necessary and important differences are disclosed.

2.4 The new standards, amendments and interpretations

The accounting policies adopted in preparation of the consolidated financial statements as of December 31, 2024 are consistent with those of the previous financial year, except for the adoption of new and amended TFRS and TFRS interpretations effective as of January 1, 2024 and thereafter. The effects of these standards and interpretations on the Group's financial position and performance have been disclosed in the related paragraphs.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.4 The new standards, amendments and interpretations(continued)

i) The new standards, amendments and interpretations which are effective as of January 1, 2024 are as follows

Amendments to TAS 1- Classification of Liabilities as Current and Non-Current Liabilities

In March 2020 and January 2023, POA issued amendments to TAS 1 to specify the requirements for classifying liabilities as current or non-current. According to the amendments made in January 2023 if an entity's right to defer settlement of a liability is subject to the entity complying with the required covenants at a date subsequent to the reporting period ("future covenants"), the entity has a right to defer settlement of the liability even if it does not comply with those covenants at the end of the reporting period. In addition, January 2023 amendments require an entity to provide disclosure when a liability arising from a loan agreement is classified as non-current and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months. This disclosure must include information about the covenants and the related liabilities. The amendments clarify that the requirement for the right to exist at the end of the reporting period applies to covenants which the entity is required to comply with on or before the reporting date regardless of whether the lender tests for compliance at that date or at a later date. The amendments also clarified that the classification of a liability is unaffected by the likelihood that the entity will exercise its right to defer settlement of the liability for at least twelve months after the reporting period. The amendments must be applied retrospectively in accordance with TAS 8.

The amendments did not have a significant impact on the financial position or performance of the Group.

Amendments to TFRS 16 - Lease Liability in a Sale and Leaseback

In January 2023, POA issued amendments to TFRS 16. The amendments specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. In applying requirements of TFRS 16 under "Subsequent measurement of the lease liability" heading after the commencement date in a sale and leaseback transaction, the seller lessee determines'lease payments' or 'revised lease payments' in such a way that the seller-lessee would not recognise any amount of the gain or loss that relates to the right of use retained by the seller-lessee. The amendments do not prescribe specific measurement requirements for lease liabilities arising from a leaseback. The initial measurement of the lease liability arising from a leaseback may result in a seller-lessee determining 'lease payments' that are different from the general definition of lease payments in TFRS 16. The sellerlessee will need to develop and apply an accounting policy that results in information that is relevant and reliable in accordance with TAS 8. A seller-lessee applies the amendments retrospectively in accordance with TAS 8 to sale and leaseback transactions entered into after the date of initial application of TFRS 16.

The amendments did not have a significant impact on the financial position or performance of the Group.

Amendments to TAS 7 and TFRS 7 - Disclosures: Supplier Finance Arrangements

The amendments issued by POA in September 2023 specify disclosure requirements to enhance the current requirements, which are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash flows and exposure to liquidity risk. Supplier finance arrangements are characterized by one or more finance providers offering to pay amounts an entity owes its suppliers and the entity agreeing to pay according to the terms and conditions of the arrangements at the same date as, or a date later than, suppliers are paid. The amendments require an entity to provide information about terms and conditions of those arrangements, quantitative information on liabilities related to those arrangements as at the beginning and end of the reporting period and the type and effect of non-cash changes in the carrying amounts of those liabilities. In the context of quantitative liquidity risk disclosures required by TFRS 7, supplier finance arrangements are also included as an example of other factors that might be relevant to disclose.

The amendments did not have a significant impact on the financial position or performance of the Group.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.4 The new standards, amendments and interpretations(continued)

ii) Standards issued but not yet effective and not early adopted

Standards, interpretations and amendments to existing standards that are issued but not yet effective up to the date of issuance of the consolidated financial statements are as follows. the Group will make the necessary changes if not indicated otherwise, which will be affecting the consolidated financial statements and disclosures, when the new standards and interpretations become effective.

Amendments to TFRS 10 and TAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

In December 2017, POA postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. Early application of the amendments is still permitted.

The Group will wait until the final amendment to assess the impacts of the changes.

TFRS 17 - The new Standard for insurance contracts

POA issued TFRS 17 in February 2019, a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. TFRS 17 model combines a current balance sheet measurement of insurance contract liabilities with the recognition of profit over the period that services are provided. Certain changes in the estimates of future cash flows and the risk adjustment are also recognised over the period that services are provided. Entities will have an option to present the effect of changes in discount rates either in profit and loss or in OCI. The standard includes specific guidance on measurement and presentation for insurance contracts with participation features. In accordance with amendments issued by POA in December 2021, entities have transition option for a "classification overlay" to avoid possible accounting mismatches between financial assets and insurance contract liabilities in the comparative information presented on initial application of TFRS 17.

The mandatory effective date of the Standard for the following entities has been postponed to accounting periods beginning on or after January 1, 2025 with the announcement made by the POA:

  • Insurance, reinsurance and pension companies.
  • Banks that have ownership/investments in insurance, reinsurance and pension companies and.
  • Other entities that have ownership/investments in insurance, reinsurance and pension companies.

The Group is in the process of assessing the impact of the standard on financial position or performance of the Group.

Amendments to TAS 21 - Lack of exchangeability

In May 2024, POA issued amendments to TAS 21. The amendments specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. When an entity estimates a spot exchange rate because a currency is not exchangeable into another currency, it discloses information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows. The amendments will be effective for annual reporting periods beginning on or after 1 January 2025. Early adoption is permitted but will need to be disclosed. When applying the amendments, an entity cannot restate comparative information.

The amendments did not have a significant impact on the financial position or performance of the Group.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.4 The new standards, amendments and interpretations(continued)

iii) The amendments which are effective immediately upon issuance

Amendments to TAS 12 - International Tax Reform – Pillar Two Model Rules

In September 2023, POA issued amendments to TAS 12, which introduce a mandatory exception in TAS 12 from recognizing and disclosing deferred tax assets and liabilities related to Pillar Two income taxes. The amendments clarify that TAS 12 applies to income taxes arising from tax laws enacted or substantively enacted to implement the Pillar Two Model Rules published by the Organization for Economic Cooperation and Development (OECD). The amendments also introduced targeted disclosure requirements for entities affected by the tax laws. The temporary exception from recognition and disclosure of information about deferred taxes and the requirement to disclose the application of the exception apply immediately and retrospectively upon issue of the amendments.

The amendments did not have a significant impact on the financial position or performance of the Group.

iv) The new amendments that are issued by the International Accounting Standards Board (IASB) but not issued by Public Oversight Authority (POA)

The following two amendments to IFRS 9 and IFRS 7 and Annual Improvements to IFRS Accounting Standards as well as IFRS 18 and IFRS 19 are issued by IASB but not yet adapted/issued by POA. Therefore, they do not constitute part of TFRS.

The Group will make the necessary changes to its consolidated financial statements after the amendments and new Standard are issued and become effective under TFRS.

Amendments to IFRS 9 and IFRS 7 – Classification and measurement of financial instruments

In May 2024, IASB issued amendments to the classification and measurement of financial instruments (amendments to IFRS 9 and IFRS 7). The amendment clarifies that a financial liability is derecognised on the 'settlement date'. It also introduces an accounting policy option to derecognise financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met. The amendment also clarified how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features as well as the treatment of non-recourse assets and contractually linked instruments. Additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive income are added with the amendment.

The amendments are not applicable for the Group and will not have an impact on the financial position or performance of the Group.

Annual Improvements to IFRS Accounting Standards – Volume 11

In July 2024, the IASB issued Annual Improvements to IFRS Accounting Standards – Volume 11, amending the followings:

- IFRS 1 First-time Adoption of International Financial Reporting Standards – Hedge Accounting by a First-time Adopter:

These amendments are intended to address potential confusion arising from an inconsistency between the wording in IFRS 1 and the requirements for hedge accounting in IFRS 9.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.4 The new standards, amendments and interpretations(continued)

iv) The new amendments that are issued by the International Accounting Standards Board (IASB) but not issued by Public Oversight Authority (POA) (continued)

Annual Improvements to IFRS Accounting Standards – Volume 11 (continued)

- IFRS 7 Financial Instruments: Disclosures – Gain or Loss on Derecognition:

The amendments update the language on unobservable inputs in the Standard and include a cross reference to IFRS 13.

- IFRS 9 Financial Instruments – Lessee Derecognition of Lease Liabilities and Transaction Price:

IFRS 9 has been amended to clarify that, when a lessee has determined that a lease liability has been extinguished in accordance with IFRS 9, the lessee is required to apply derecognition requirement of IFRS 9 and recognise any resulting gain or loss in profit or loss. IFRS 9 has been also amended to remove the reference to 'transaction price.

- IFRS 10 Consolidated Financial Statements – Determination of a 'De Facto Agent':

The amendments are intended to remove the inconsistencies between IFRS 10 paragraphs.

- IAS 7 Statement of Cash Flows – Cost Method:

The amendments remove the term of "cost method" following the prior deletion of the definition of 'cost method'.

The Group is in the process of assessing the impact of the amendments on financial position or performance of the Group.

Amendments to IFRS 9 and IFRS 7- Contracts Referencing Nature-dependent Electricity

In December 2024, the Board issued Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7). The amendment clarifies the application of the "own use" requirements and permits hedge accounting if these contracts are used as hedging instruments. The amendment also adds new disclosure requirements to enable investors to understand the effect of these contracts on a company's financial performance and cash flows.

The amendments are not applicable for the Group and will not have an impact on the financial position or performance of the Group.

IFRS 18 – The new Standard for Presentation and Disclosure in Financial Statements

In April 2024, IASB issued IFRS 18 which replaces IAS 1. IFRS 18 introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals. IFRS 18 requires an entity to classify all income and expenses within its statement of profit or loss into one of five categories: operating; investing; financing; income taxes; and discontinued operations. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified 'roles' of the primary financial statements and the notes. In addition, there are consequential amendments to other accounting standards, such as IAS 7, IAS 8 and IAS 34.

The Group is in the process of assessing the impact of the amendments on financial position or performance of the Group.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.4 The new standards, amendments and interpretations(continued)

iv) The new amendments that are issued by the International Accounting Standards Board (IASB) but not issued by Public Oversight Authority (POA) (continued)

IFRS 19 – Subsidiaries without Public Accountability: Disclosures

In May 2024, IASB issued IFRS 19, which allows eligible entities to elect to apply reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards. Unless otherwise specified, eligible entities that elect to apply IFRS 19 will not need to apply the disclosure requirements in other IFRS accounting standards. An entity that is a subsidiary, does not have public accountability and has a parent (either ultimate or intermediate) which prepares consolidated financial statements, available for public use, which comply with IFRS accounting standards may elect to apply IFRS 19.

The standard is not applicable for the Group.

2.5 Summary of Significant Accounting Policies

Basis of consolidation

The financial statements of the companies included in the scope of consolidation have been prepared as of the date of the consolidated financial statements and have been prepared in accordance with TFRS applying uniform accounting policies and presentation.

Subsidiaries

As of 31 December 2024, the Group has control over financial and operating policies consolidated financial statements includes the financial statements of the subsidiaries.

3s of 31 December 2024, the direct and indirect participation rates of the companies subject to consolidation are as follows.

Company Title Share Rate
%
Main operating
activity
Type of activity Country
Pidata Bilişim Teknolojileri A.Ş. 100 Information
Technologies
Services Türkiye/Ankara

Control is considered to exist when the parent directly or indirectly controls more than half of the voting rights in a partnership and has the power to govern the financial and operating policies of the entity. In the consolidation of the financial statements, all profits and losses including intercompany balance, transactions and unrealized profits and losses are set off. Consolidated financial statements are prepared by applying consistent accounting policies for similar transactions and accounts.

In case of a situation or event that may cause any change in at least one of the criteria listed above, the Company re-evaluates whether it has control power over its investment.

Total comprehensive income is transferred to parent shareholders and non-controlling shares, even if non-controlling interests result in negative balance.

Non-controlling shares in the net assets of the subsidiaries included in consolidation are included as a separate item in the Group's equity. Equity of the consolidated subsidiaries and non-parent shares within the current period operations are shown separately in the consolidated financial statements as non-controlling interests. Non-controlling shares consist of the amounts belonging to non-controlling shares at the first purchase date and the amount of non-parent shares in changes in the shareholder's equity starting from the date of purchase.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Basis of consolidation (continued)

Subsidiaries (continued)

In cases where the Group does not have majority voting right over the invested company / asset, it has control power over the invested company / asset if there is sufficient voting right to direct / manage the activities of the relevant investment. The Company takes into account all relevant events and conditions in the assessment of whether the majority of votes in the relevant investment is sufficient to provide control power, including the following factors;

  • Comparing the voting right of the company with the voting right of other shareholders;
  • Potential voting rights of the company and other shareholders;
  • Rights arising from other contractual agreements, and
  • Other events and conditions that may indicate whether the Company has current power in managing the relevant activities (including voting at previous general meetings) in cases where a decision is required.

If necessary, adjustments are made in the financial statements of the subsidiaries to match the accounting policies followed by the Group.

Cash flows related to all intra-group assets and liabilities, equity, income and expenses and transactions between the Group companies are eliminated in consolidation. Unrealized income and expenses arising from intra-group transactions, intra-group balances and intra-group transactions are mutually deleted during the preparation of consolidated financial statements. The profits and losses resulting from the transactions between the subsidiary and the parent and the subsidiaries subject to consolidation and jointly controlled partnerships are netted off in proportion to the parent's share in the subsidiary. Unrealized losses are deleted in the same way as unrealized gains unless there is evidence of impairment. Transaction with related party is a transfer of resources, services or liabilities between the reporting entity and the related party, disregarding whether it is with or without a value.

Cash and cash equivalents

Cash and cash equivalents include cash, demand deposits and other short-term highly liquid investments with maturities less than 3 months or 3 months from the date of purchase, which can be immediately converted to cash and without significant risk of value change.

Trade receivables

Trade receivables resulting from the provision of products or services to the buyer are shown as deducted unaccrued finance income. Trade receivables after unaccrued financial income are calculated by discounting the amounts to be obtained in the following periods of the receivables recorded from the original invoice value using the effective interest method. Short-term receivables with no specified interest rate are shown at their original invoice value unless the effect of the original effective interest rate is significant.

When there is an objective finding that there is no collection opportunity, a provision for impairment is made for the related trade receivables. Objective evidence is when the claim is pending or in preparation for litigation or enforcement, the buyer is in significant financial difficulty, the buyer is in default, or it is probable that a significant and unpredictable delay will occur. The amount of the provision in question is the difference between the book value of the receivable and the recoverable amount. The recoverable amount is the discounted value of all cash flows, including the amounts that can be collected from guarantees and guarantees, based on the original effective interest rate of the trade receivable.

Following the provision for impairment, if all or part of the amount of the impaired receivable is collected, the collected amount is deducted from the provision for impairment and recorded in other operating income.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Trade receivables (continued)

The "simplified approach" defined in IFRS 9 has been preferred within the scope of the impairment calculations of trade receivables (with a maturity of less than one year) that are accounted at amortized cost in the financial statements and that do not contain a significant financing component. With this approach, the Group measures the provision for losses on trade receivables at an amount equal to lifetime expected credit losses, unless the trade receivables are impaired for certain reasons (excluding realized impairment losses).

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost elements included in inventories are materials, labour and an appropriate amount for factory overheads. The cost of borrowings is not included in the costs of inventories. The cost of inventories is determined on the weighted average basis for each purchase. Net realizable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.

Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated depreciation and any impairment in value.

The initial cost of property, plant and equipment comprises its purchase price and non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenses for the repair of property, plant and equipment are normally charged against income. They are, however, capitalized in exceptional cases if they result in an enlargement or substantial improvement of the respective assets.

Gain or losses on disposal of property, plant and equipment are included in the related operating income or expense line item and are determined as the difference between the carrying value and amounts received.

Leased assets are subject to similar amortization procedures, as with the other tangible assets on the shorter of the related leasing period and economic life of the asset.

Subsequent expenditures

Expenditures incurred after the asset has been recognized are added to the cost of the asset if it is probable that future economic benefits will be obtained and the cost of the expenditure can be measured reliably.

These expenditures added to the cost of the asset are depreciated over the asset's useful life. The carrying amounts of replaced parts are removed from the relevant accounts as part of subsequent expenditures.

All other expenditures are recognized in the income statement in the period incurred on an accrual basis.

Amortization

Property, plant, and equipment are depreciated using the straight-line method over their estimated useful lives, based on the cost of acquisition or revalued amount, less the residual value of the assets.

Depreciation methods, useful lives, and residual values are reviewed at the end of each reporting period and are adjusted if necessary.

Land and buildings are not depreciated, as their economic lives are considered to be infinite.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Property, plant and equipment (continued)

Amortization (continued)

The depreciation periods for property, plant and equipment, which approximate the economic useful lives of such assets, are as follows:

31 December 2024 31 December 2023
Buildings 50 year 50 year
Motor vehicles 5 year 5 year
Fixtures and fittings 3-15 years 3-15 years
Leasehold improvements 3-15 years 3-15 years

Property, plant, and equipment are recognized as assets and begin to be depreciated when they are ready for use.

Intangible Assets

Intangible assets purchased

Purchased intangible assets are shown with the amount after accumulated amortization and accumulated impairment losses are deducted from their cost values. These assets are amortized using the straight-line method based on their expected useful life. The expected useful life and depreciation method are reviewed annually in order to determine the possible effects of the changes that occur in the estimations and the changes in the estimations are accounted prospectively.

Computer software

Purchased computer software is activated over the costs incurred during the purchase and from the purchase until it is ready for use.

Evaluation of research costs and development costs under Articles 52 to 67 of TAS 38

Planned activities with the aim of obtaining new technological information or findings are defined as research and expense is recorded when the research expenses incurred at this stage are realized.

The application of research findings or other information to a plan prepared to produce new or significantly improved products, processes, systems or services is defined as development and is included in the financial statements as intangible assets resulting from development if all of the following conditions exist.

Intangible fixed assets created within the company resulting from development activities (or the development phase of an inhouse project) are registered only when all of the following conditions are met:

  • It is technically possible to complete the intangible asset so that it is ready for use or ready for sale,
  • Intention to complete, use or sell the intangible asset,
  • The intangible asset can be used or sold, it is clear how the asset will provide a possible future economic benefit,
  • Appropriate technical, financial and other resources are available to complete the development of the intangible asset, to use or sell it; and
  • The development cost of the asset can be reliably measured in the development process.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Intangible assets (continued)

Evaluation of research costs and development costs under Articles 52 to 67 of TAS 38; (continued)

The amount of intangible assets created within the enterprise is the Total amount of the expenditures incurred from the moment the intangible asset meets the accounting requirements stated above. When intangible assets created within the business cannot be recorded, development expenses are recorded as expense in the period they occur. After initial accounting, intangible assets created within the business are also shown over the amount after deducting accumulated depreciation and accumulated impairments from cost values such as separately purchased intangible assets.

The Group purchases some of the intangible assets from outside, under paragraphs 27 to 32 of TAS 38. In this context, it activates the costs obtained separately and which are directly related to the asset. In particular, the costs incurred in accordance with the 28th paragraph of TAS 38 are activated.

The depreciation periods for intangible assets which approximate the economic useful lives of such assets, are as follows:

31 December 2024 31 December 2023
Rights 10-15 years 10-15 years
Development costs 12 year 12 year
Cloud-based HIS 15 year 15 year
Tales ERP 15 year 15 year
Web portals 5 year 5 year
Other intangible assets 3-10 years 3-10 years

Derecognition of intangible assets

An intangible asset is derecognized 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, are recognized in profit or loss when the asset is derecognized.

Impairment of assets

Assets with an indefinite life, such as goodwill, are not amortized. Each year, an impairment test is applied for these assets. For assets that are subject to amortization, an impairment test is applied in case of situations or events where it is not possible to recover the book value. If the carrying amount of the asset exceeds its recoverable amount, an impairment loss is recorded. The recoverable amount is the higher of fair value less costs to sell or value in use. For assessment of impairment, assets are grouped at the lowest level with separately identifiable cash flows (cash generating units). Non-financial assets other than goodwill that are subject to impairment are reviewed for possible reversal of impairment at each reporting date.

Borrowing costs

In the case of assets (featured assets) that require considerable time to be ready for use and sale, borrowing costs directly associated with the purchase, construction or production are included in the cost of the asset until the related asset is made ready for use or sale.

All other borrowing costs are recorded in the income statement in the period they occur.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Right-of-use assets and lease liabilities

Right-of-use assets

The Group recognizes right-of-use assets at the commencement date of the lease. Right-of-use assets are measured at cost less accumulated depreciation and impairment losses. If there is a remeasurement of lease liabilities, this amount is also adjusted accordingly.

The cost of a right-of-use asset includes:

  • (a) The initial measurement amount of the lease liability
  • (b) The amount obtained by deducting any lease incentives received from all lease payments made on or before the commencement date
  • (c) All initial direct costs incurred by the Group

Until the transfer of ownership of the underlying asset to the Group at the end of the lease term is reasonably certain, the Group depreciates the right-of-use asset using the straight-line method from the commencement date of the lease to the end of the useful life of the underlying asset.

Right-of-use assets are subject to impairment assessment.

Lease liabilities

The Group measures the lease liability at the present value of unpaid lease payments as of the commencement date of the lease.

At the commencement date of the lease, the lease liability includes the following lease payments that are to be made for the right to use the underlying asset over the lease term and are unpaid as of the commencement date:

  • (a) Fixed payments
  • (b) Variable lease payments that are measured at the commencement date of the lease using an index or rate
  • (c) Amounts expected to be paid by the Group under residual value guarantees
  • (d) The exercise price of a purchase option if the Group is reasonably certain to exercise that option
  • (e) Penalties for terminating the lease if the lease term reflects the Group exercising an option to terminate the lease

Variable lease payments not dependent on an index or rate are recognized as expenses in the period in which the triggering event or condition occurs.

The Group determines the revised discount rate for the remaining lease term as the implicit rate in the lease if it can be readily determined; otherwise, as the Group's incremental borrowing rate at the date of the reassessment.

Subsequent to the commencement date, the Group measures the lease liability by increasing the carrying amount to reflect interest on the lease liability and by decreasing the carrying amount to reflect lease payments made.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Right-of-use assets and lease liabilities (continued)

Lease liabilities (continued)

Additionally, a change in the lease term, a change in fixed lease payments, or a change in the assessment of the purchase option of the underlying asset results in a remeasurement of lease liabilities.

Short term leases and leases of low-value assets

The Group evaluates whether a contract is a lease or contains lease terms at the inception of the contract. The Group recognizes the right-of-use asset and the related lease liability for all leases of which it is a lessee, except for short-term leases (leases with a lease term of 12 months or less) and leases of low value assets.

Financial liabilities

Financial liabilities are recorded with their values after the transaction expenses are deducted from the financial debt amount received on the date of receipt. Financial liabilities are followed in the financial statements with their discounted values calculated with an effective interest rate on the following dates.

The difference between the amount of the financial debt received (excluding transaction expenses) and the repayment value is recognized on an accrual basis during the financial debt period in the statement of profit or loss.

Financial debts are classified as short-term liabilities if the company does not have unconditional right such as postponing the liability for 12 months from the balance sheet date.

Trade payables

Trade payables are recorded at their fair values and are subsequently accounted for at their discounted values using the effective interest rate.

Financial instruments

Financial instruments are accounted for in accordance with the provisions of TFRS 9 "Financial Instruments".

Non-derivative financial assets

Financial assets other than trade receivables, other receivables, and cash and cash equivalents that do not have a significant financing component are measured at fair value at initial recognition. In case the trade receivables do not have a significant financing component (or the facilitating application is chosen), these receivables are measured at the transaction price at the time of initial recognition.

In the initial measurement of financial assets other than those at fair value through profit or loss, transaction costs directly attributable to their acquisition or issuance are added to or deducted from fair value. Financial assets bought and sold in the normal way are recorded on the transaction date.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Financial instruments (continued)

Classification of financial assets

Financial assets are recognized at amortized cost, at fair value through other comprehensive income, or at fair value through profit or loss, based on (a) the business model the entity uses to manage the financial asset, and (b) the contractual cash flows of the financial asset. Classified as reflected. If the business model used for the management of financial assets is changed, all financial assets affected by this change are reclassified. Reclassification of financial assets. It is applied prospectively from the date of reclassification. In such cases, no adjustments are made for gains, losses (including impairment gains or losses) or interest previously recognized.

Financial assets at amortized cost:

A financial asset is measured at amortized cost if both of the following conditions are met:

  • (a) holding the financial asset under a business model that seeks to collect contractual cash flows; and
  • (b) the contractual terms of the financial asset result in cash flows at specified dates that include only payments of principal and interest on the principal outstanding balance.

Interest income on financial assets shown at amortized cost is calculated using the effective interest method. This income is calculated by applying the effective interest rate to the gross carrying amount of the financial asset, except:

  • (a) redit-impaired financial assets at purchase or origination: For such financial assets, a credit-adjusted effective interest rate is applied to the amortized cost of the financial asset from initial recognition.
  • (b) financial assets that were not credit-impaired financial assets when purchased or created but subsequently became creditimpaired financial assets: For such financial assets, the effective interest rate is applied to the amortized cost of the asset in subsequent reporting periods.

If the contractual cash flows of a financial asset have been changed or otherwise restructured and such modification or restructuring does not result in derecognition of the financial asset, the gross carrying amount of the financial asset is recalculated and the restructuring gain or loss is recognized in profit or loss.

In the absence of reasonable expectations of a partial or total recovery of a financial asset's value, it is derecognized, directly reducing the gross carrying amount of the financial asset.

Financial assets at fair value through other comprehensive income

Financial assets that meet the following conditions are recognized at fair value through other comprehensive income measured by reflection:

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Financial instruments (continued)

Financial assets at fair value through other comprehensive income (continued)

  • (a) holding the financial asset under a business model aimed at collecting contractual cash flows and selling the financial asset; and
  • (b) the contractual terms of the financial asset give rise to cash flows on certain dates that include only payments of principal and interest on the principal balance.

Gains or losses on a financial asset measured at fair value through other comprehensive income, other than impairment gains or losses and foreign exchange gains or losses, are recognized in other comprehensive income until the financial asset is derecognized or reclassified.

When a financial asset is reclassified, the total gain or loss previously recognized in other comprehensive income is subtracted from equity as a reclassification adjustment and recognized in profit or loss at the reclassification date.

If a financial asset measured at fair value through other comprehensive income is reclassified, the total gain or loss previously recognized in other comprehensive income is recognized. Interest calculated using the effective interest method is recognized as profit or loss.

At initial recognition, an irrevocable choice may be made to present subsequent changes in the fair value of an investment in a non-trading equity instrument in other comprehensive income.

Financial assets at fair value through profit or loss

Unless a financial asset is measured at amortized cost or at fair value through other comprehensive income, it is measured at fair value through profit or loss.

These financial assets, which constitute derivative products that have not been determined as an effective hedging instrument against financial risk, are also classified as financial assets at fair value through profit or loss. Related financial assets are shown with their fair values and gains and losses resulting from the valuation are recognized in the profit or loss statement.

Impairment of financial assets

The depreciation amount for the financial assets shown from their amortized value is the difference between the present value calculated by discounting the expected cash flows over the effective interest rate of the financial asset and the book value.

Financial assets or groups of financial assets, other than financial assets whose fair value difference is reflected in profit or loss, are assessed at each balance sheet on whether there are indicators of impairment. Impairment loss occurs when one or more events occur after the initial recognition of the financial asset and the adverse impact of that event on the future cash flows that can be reliably predicted by the relevant financial asset or group of assets is impaired.

Except for trade receivables, where the carrying amount is reduced through the use of a reserve account, the impairment is directly deducted from the book value of the relevant financial asset. If the trade receivable is not collected, the amount in question is deleted by deducting from the reserve account. Changes in reserve account are accounted for in the income statement.

Except for the equity instruments available for sale, if the impairment loss decreases in the following period and the decrease can be associated with an event that occurred after the impairment loss is recognized, the impairment loss previously recognized will not exceed the amortized cost at the date when the impairment was not recognized. is cancelled in the income statement. The increase in the fair value of equity instruments available for sale after the impairment is directly accounted for in equity.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Financial instruments (continued)

Non-derivative financial liabilities

Financial liabilities are measured at fair value on initial recognition. In the initial measurement of liabilities other than those at fair value through profit or loss, transaction costs directly attributable to their acquisition or issuance are added to the fair value.

All financial liabilities are classified as measured at amortized cost at subsequent recognition, except for:

  • (a) Financial liabilities at fair value through profit or loss: These liabilities are measured at fair value at subsequent recognition, including derivatives.
  • (b) Financial liabilities arising when the transfer of a financial asset does not qualify for derecognition or if the continuing relationship approach is applied: An asset continues to be presented to the extent of the continuing relationship. A corresponding liability is also reflected in the financial statements. The transferred asset and the associated liability. Rights and obligations that continue to be retained are measured to reflect. Liability associated with the transferred asset. measured in the same manner as the net book value of the transferred asset.
  • (c) Contingent consideration recognized by the acquirer in a business combination to which IFRS 3 applies: After initial recognition, the fair value changes in such contingent consideration are measured through profit or loss.

Derivative financial instruments

Derivative financial instruments are valued with their acquisition cost, which is equal to their fair value when they are first recorded, and their fair value in the following periods. Differences between fair value and acquisition cost are reflected in profit or loss.

Financial assets and liabilities are recorded only if they become a party to the contract of financial instruments. The asset is derecognized when the contractual rights to the cash flows of the financial asset expire or the related financial asset and all the risks and rewards of ownership of that asset are transferred to another party. In cases where all the risks and rewards of ownership of the asset are not transferred to another party and control of the asset is retained, the remaining interest in the asset and the liabilities arising from and due to this asset continue to be recognized.

In the event that all the risks and rewards of ownership of a transferred asset are retained, the financial asset continues to be accounted for, and a collateralized liability amount is also recognized for the income earned against the transferred financial asset. A financial liability is derecognized, only if the obligation defined in the contract ceases to exist, is cancelled or expires.

Revenue

The Group earns its revenue by selling the software programs it has produced. Revenue is recognized when control of products is transferred to the customer. Group revenue mainly consists of sales revenue of software products mentioned in the first footnote.

Revenues; within the scope of "TAS 15 Revenue from Customer Contracts" standard, it is reflected in the financial statements at an amount reflecting the price that the Group expects to be entitled to in return for the transfer of the goods or services it has committed to its customers.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Revenue (continued)

For this purpose, a 5-step process is applied in the recognition of revenue within the framework of IFRS 15 provisions.

  • Identification of contracts with the customer
  • Determination of separate performance criteria and obligations in the contract
  • Determination of the contract price
  • Distribution of the sales price to the liabilities
  • Recognition of revenue as contractual obligations are fulfilled.

In accordance with IFRS 15, when the Group fulfils the performance obligations promised in the customer contracts, in other words, when the control of the goods and services is transferred to the customer, the revenue is recognized in the financial statements. The Group records performance obligations over time or at a specific moment.

If the timing of the payments agreed by the parties to the contract provides a significant financial benefit, the promised price is adjusted for the effect of the time value of money when determining the transaction price.

If the Group, at the beginning of the contract, predicts that the period between the transfer date of the promised good or service to the customer and the date the customer pays for such good or service will be one year or less, it chooses the facilitating application and does not adjust the promised price for the effect of a significant financing component.

Additional explanations for some important income groups are given below.

Revenue from product sales

The Group generates revenue by selling the software programs it has produced. Revenue is recognized when control of products is transferred to the customer.

Group revenue mainly consists of sales revenues of software products mentioned in the first footnote.

Software development services

Software development services that constitute the Group's field of activity; It consists of the services provided by providing human resources to the customer or projected software development services by being understood over the man hour. The control of software development services passes to the customer as the service is provided, and the customer receives and consumes the benefit from this act at the same time.

The completion phase of the contract is determined by the time spent, and the revenue, working hours and direct expenses from the contracts are recognized over the contract fees as they occur. Revenues from such services are recorded as income on an accrual basis over the hours of service provided on the basis of the contract, in accordance with the periodicity principle.

In the short-term and one-time services, the Group takes the income into the financial statements "at a certain moment of time" when the control is passed to the customer.

Cost and expenses

Expenses are accounted for on an accrual basis. Operating expenses are recorded as soon as the related expenses are incurred. The cost of goods and services is recognized as an expense when the relevant revenue is recognized.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Employee benefits and retirement benefits

Severance pay

In accordance with the current labour law in Turkey, businesses operating in Turkey are obligated to make a certain payment to employees who have completed one year of service and leave the job due to retirement, military service, or death, or whose employment is terminated without any valid reason.

The amount of the payment is calculated based on one month's salary/wage for each year of service, and the lesser of the severance pay ceiling in effect at the date of the financial position statement. The provision for severance pay has been calculated based on the present value of future obligations due to employees' retirements and is reflected in the accompanying consolidated financial statements.

Provision for unused vacation

In accordance with the current labour law in Turkey, businesses operating in Turkey are obligated to make a payment for unused leave days if an employee earns the right to leave and then leaves the job. The provision for unused leave is the total undiscounted obligation for leave days earned but not yet taken by employees.

Financial income and financial expenses

Financial income mainly consists of interest income and foreign exchange income. Financial income is recognized in the statement of comprehensive income on an accrual basis.

Financial expenses mainly consist of foreign exchange difference expenses and interest expenses related to loans. Assets that necessarily require a long period of time to be ready for their intended use or sale are defined as qualifying assets. Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that began to be capitalized on or after 1 January 2009 are capitalized as part of the asset. Other borrowing costs are recorded in the statement of comprehensive income.

Foreign currency transactions

The financial statements of the Group are presented in the currency (functional currency unit) valid in the basic economic environment in which they operate. The Group's financial status and operating results are expressed in TL, which is the current currency and the presentation unit for the financial statements. During the preparation of the Group's financial statements, transactions in foreign currency (currencies other than TL) are recorded based on the exchange rates at the date of the transaction. Foreign currency indexed monetary assets and liabilities in the balance sheet are converted into Turkish Lira by using the exchange rates valid on the balance sheet date. Of the non-monetary items that are monitored with their fair value, those recorded in foreign currency are converted into TL based on the exchange rates on the date the fair value is determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Provisions, contingent assets and liabilities

Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Provisions, contingent assets and liabilities (continued)

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date considering the risks and uncertainties surrounding the obligation.

Where the effect of the time value of money is material, the amount of provision shall be the present value of the expenditures expected to be required to settle the obligation. The discount rate reflects current market assessments of the time value of money and the risks specific to the liability. The discount rate shall be a pre-tax rate and shall not reflect risks for which future cash flow estimates have been adjusted.

Liabilities and assets that can be confirmed by the realization of one or more uncertain future events, arising from past events and the existence of which is not fully under the Group's control, are considered contingent liabilities and assets and are not included in the financial statements.

Onerous contracts

A contract is considered onerous when the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received by the Company. Present obligations arising under onerous contracts are measured and recognized as a provision.

Taxes Calculated on Corporate Income and Deferred Tax

As Turkish Tax Legislation does not allow the parent company and its subsidiary to prepare consolidated tax returns, tax provisions have been calculated on a separate-entity basis, as reflected in the consolidated financial statements.

Current tax

Current year tax liability is calculated over the taxable portion of the profit for the period. Taxable profit differs from profit reported in the statement of profit or loss in that it excludes items that are taxable or deductible in other years and items that are not taxable or deductible. The Group's current tax liability has been calculated using the tax rate that has been enacted or substantially enacted as of the reporting period.

Deferred tax

Deferred tax liability or assets are determined by calculating the tax effects of the temporary differences between the amounts of assets and liabilities shown in the financial statements and the amounts taken into account in the calculation of the legal tax base, according to the balance sheet method, taking into account the enacted tax rates.

While deferred tax liabilities are calculated for all taxable temporary differences, deferred tax assets consisting of deductible temporary differences are calculated on the condition that it is highly probable to benefit from these differences by generating taxable profit in the future. The mentioned assets and liabilities are not recognized if they arise from the initial recognition of the temporary difference, goodwill or other assets and liabilities (other than business combinations) related to the transaction that does not affect the commercial or financial profit/loss.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Taxes Calculated on Corporate Income and Deferred Tax (continued)

Deferred tax (continued)

Deferred tax liabilities are calculated for all taxable temporary differences associated with investments in subsidiaries and associates and interests in joint ventures, unless the Group is able to control the disappearance of temporary differences and it is unlikely that the difference will disappear in the near future. Deferred tax assets arising from taxable temporary differences associated with such investments and interests are calculated on the condition that it is highly probable that the said differences will be benefited from by earning sufficient taxable profit in the near future and it is probable that the related differences will disappear in the future.

Carrying amount of deferred tax asset is reviewed at each reporting period. The carrying amount of the deferred tax asset is reduced to the extent that it is not likely to generate a financial profit sufficient to allow some or all of the benefits to be obtained. Deferred tax assets and liabilities are calculated over tax rates (tax regulations) that are expected to be valid in the period when the assets will be realized, or the liabilities will be fulfilled, and which have been enacted or substantially enacted as of the reporting date.

During the calculation of deferred tax assets and liabilities, the tax results of the methods estimated by the Group to recover the book value of its assets or fulfil its liabilities as of the reporting period are taken into account. Deferred tax assets and liabilities, when there is a legal right to set off current tax assets and current tax liabilities, or if such assets and liabilities are associated with income tax collected by the same tax authority, or if the Group intends to settle its current tax assets and liabilities on a net basis is deducted.

Earnings per share

Earnings per share stated in the income statement are determined by dividing the net income per share of the parent group by the weighted average number of shares in the related year.

Companies in Turkey can increase their capital by distributing shares ("bonus shares") to existing shareholders from retained earnings and equity inflation adjustment differences. When earnings per share are calculated, these bonus shares are considered asissued shares. Therefore, the weighted average share weight used in calculating.

Dividend

Dividends receivables are recognized as income in the period when they are declared. Dividends payables are recognized as an appropriation of profit in the period in which they are declared.

Related parties

A related party is a person or entity that is related to the entity that is preparing its financial statements (referred to as the 'reporting entity'.

  • (a) A person or a close member of that person's family is related to a reporting entity if that person:
  • i. has control or joint control over the reporting entity
  • ii. has significant influence over the reporting entity
  • iii. is a member of the key management personnel of the reporting entity or of a parent of the reporting entity

(b) the entity and the reporting entity are members of the same Company (which means that each parent, subsidiary and fellow subsidiary is related to the others,

  • (c) both entities are joint ventures of the same third party
  • (d) the party is a member of the key management personnel of the Group or its parent
  • (e) the party is a close family member of any individual mentioned in (a) or (d) articles

(f) the entity is a; business that is controlled, jointly controlled, under significant influence or an individual abovementioned in (d) or (e) has direct or indirect significant voting rights; or

(g) the entity is a post-employment defined benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Government grants and incentives

A government incentive is not recognized in the financial statements without reasonable assurance that the entity will meet the conditions for obtaining the grant and that the incentive will be received.

Government incentives are systematically recognized in profit or loss during the periods in which the costs intended to be covered by these incentives are recognized as an expense. Government grants as a financing instrument are not recognized in profit or loss to offset the item of expenditure they finance. It should be associated with the statement of financial position (balance sheet) as unearned income and systematically reflected in profit or loss over the economic life of the related assets.

Government incentives given to cover previously incurred expenses or losses or to provide emergency financing support to the business without incurring any future costs are recognized in profit or loss in the period they become collectible.

The benefit of a loan from the government at a rate lower than the market rate is considered a government incentive. The benefit generated by the lower interest rate is measured as the difference between the initial carrying amount of the loan and the earnings earned.

Events after the reporting date

Events after the reporting period include all events between the reporting date and the date the financial statements are authorized for issue, even if they occur after any profit announcement or other selected financial information has been made public. In the event that events requiring adjustment occur after the reporting period, the Group adjusts the amounts recognized in the financial statements in accordance with this new situation. Significant non-adjusting events are disclosed in the footnotes.

Statement of cash flows

The Group organizes the cash flow statements in order to inform the users of the financial statements about the changes in the net assets, the financial structure and the ability to direct the amount and timing of the cash flows according to the changing conditions. In the cash flow statement, cash flows for the period are classified and reported based on operating, investment and financing activities.

Cash flows arising from operating activities show cash flows arising from the main activities of the Group. Cash flows related to investment activities show the cash flows used and obtained by the Group in its investment activities (fixed asset investments and financial investments). Cash flows related to financial activities show the resources used by the Group in financial activities and repayments of these resources.

Cash and cash equivalents include cash and demand bank deposits, and short-term investments with high liquidity that can be easily converted to a certain amount of cash, with a maturity of 3 months or less.

Significant accounting judgments, estimates and assumptions

Provision for doubtful receivables

The provision for doubtful receivables reflects the amounts that the management believes will cover the future losses of the receivables that exist as of the reporting date but have the risk of being uncollectible within the current economic conditions. While assessing whether the receivables are impaired or not, the past performance of the debtors, their credibility in the market, their performance from the date of the statement of financial position until the date of approval of the financial statements and the renegotiated conditions are also taken into account. In addition, the "simplified approach" defined in TFRS 9 has been preferred within the scope of the impairment calculations of trade receivables that are accounted at amortized cost in the financial statements and that do not contain a significant financing component (with a maturity of less than one year).

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.5 Summary of significant accounting policies (continued)

Significant accounting judgments, estimates and assumptions (continued)

Provision for doubtful receivables (continued)

With this approach, the Group measures the loss allowance for trade receivables at an amount equal to "lifetime expected credit losses", unless the trade receivables are impaired for certain reasons (excluding realized impairment losses).

Severance pay provision

Severance pay provision, discount rates. It is determined by actuarial calculations based on certain assumptions including future salary increases and employee turnover rates. Due to the long-term nature of these plans, these assumptions involve significant uncertainties.

Provision for litigation

The probability of loss of the ongoing lawsuits and the consequences to be incurred in case of loss are evaluated in line with the opinions of the Group's legal advisors, and the Group management makes its best estimates using the data at hand and estimates the provision it deems necessary.

Research and development expenses

The application of research findings or other information to a plan to produce new, unique and significantly improved products, processes, systems and products is defined as development and the costs incurred for these activities are capitalized by the Group. When capitalizing on the remuneration of staff directly involved in the creation of the asset, management considers how much time each staff member spends in research and development. Expenses related to research activities are recorded as direct expense.

Deferred tax

The Group recognizes deferred tax assets and liabilities for temporary timing differences arising from the differences between the tax base legal financial statements and the financial statements prepared in accordance with TFRS. These differences are generally due to the fact that the tax base amounts of some income and expense items take place in different periods in the legal financial statements and the financial statements prepared in accordance with TFRS.

3. BUSINESS COMBINATION

None (31 December 2023: None).

4. SEGMENT REPORTING

Fonet Bilgi Teknolojileri Anonim Şirketi and its subsidiary Pidata Bilişim Teknolojileri A.Ş. operates in the same sector and in the same geographical regions.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

5. CASH AND CASH EQUIVALENTS

31 December 2024 31 December 2023
Cash on hands 295 1.031
Banks (*)
- Demand deposits 3.171.101 2.460.516
- Time deposits 27.834.496 12.238.246
Interest Accruals -- 8.218
Total 31.005.892 14.708.011

As of the balance sheet date, all time deposits consist of TL assets with maturities ranging from 1 to 30 days, and the interest rates are evaluated between 15% and 40%.

(*) Of the Group's demand deposits, 123.099 TRY are held in participation banks, 3.048.002 TRY are held in other banks, and of its time deposits, 10.785.844 TRY are held in participation banks, and 17.048.652 TRY are held in other banks.

6. FINANCIAL BORROWINGS

Current borrowings 31 December 2024 31 December 2023
Short-term loans (*) 4.124.160 21.656.816
Liabilities from leasing transactions 1.970.103 1.424.533
Credit card debts 6.148.134 3.822.886
Short-term principal instalments and interest of long-term loans 6.477.292 --
Accrued interest 693.778 10.750
Total 19.413.467 26.914.985
Non-current borrowings 31 December 2024 31 December 2023
Long-term loans (*) 8.095.567 --
Lease liabilities 2.565.549 6.264.554
Total 10.661.116 6.264.554

(*) The Group's loans are in the form of installment loans, and the interest rates are evaluated between 40% and 49%.

Repayment terms of bank loans 31 December 2024 31 December 2023
0-3 months 19.413.467 26.914.985
Total 19.413.467 26.914.985

All loans are in Turkish Lira, and the details of the collateral, pledges, and mortgages provided against the loans are included in Note 16.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

6. FINANCIAL BORROWINGS (CONTINUED)

Details of lease liabilities 31 December 2024 31 December 2023
1-2 years 1.970.103 1.424.533
2-3 years 1.004.072 1.505.718
3-4 years 1.382.593 1.537.642
4-5 years 178.884 3.221.194
Total 4.535.652 7.689.087

7. FINANCIAL ASSETS

As of 31 December 2024, the details of the Group's short-term financial investments are as follows:

31 December 2024 31 December 2023
Stocks traded on the stock exchange 7.052.346 2.095.420
Total 7.052.346 2.095.420

8. TRADE RECEIVABLES AND TRADE PAYABLES

As of 31 December 2024, the Group has no long-term trade receivables or payables.

Short-term trade receivables 31 December 2024 31 December 2023
Trade receivables from related parties (Note 25)
Trade receivables
- Current accounts 44.972.058 37.150.373
- Doubtful trade receivables -- 2.024.729
- Provision for doubtful trade receivables (-) -- (2.024.729)
Deferred financing income (-) (1.275.638) (1.699.625)
Total 43.696.420 35.450.748

The movement of provision for doubtful trade receivables is as follows:

31 December 2024 31 December 2023
Beginning of the period 2.923.279 74.154
Provision during the period (Note 22) -- 1.979.725
Provision reversed during the period (Note 22) (2.024.729) --
Monetary gain / (loss) (898.550) (29.150)
Provision for the end of the period -- 2.024.729

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

8. TRADE RECEIVABLES AND TRADE PAYABLES (CONTINUED)

Short-term trade payables 31 December 2024 31 December 2023
Trade payables from related parties (Note 25)
Trade payables --
16.812.274
--
3.638.878
Deferred financing income (-) (198.497) (28.532)
Total 16.613.777 3.610.346

9. OTHER RECEIVABLES AND OTHER LIABILITIES

As of 31 December 2024, the Group has no long-term other liabilities.

Short-term other receivables 31 December 2024 31 December 2023
Deposits and guarantees given 615.850 618.176
Due from personnel 494.000 21.657
VAT receivables -- 2.639.211
Total 1.109.850 3.279.044
Long-term other receivables 31 December 2024 31 December 2023
Deposits and guarantees given 115.500 166.757
Total 115.500 166.757
Short-term other payables 31 December 2024 31 December 2023
Other payables to related parties (Note 25) 623.353 2.044.787
Taxes and funds payables 3.515.845 2.422.064
Total 4.139.198 4.466.851
31 December 2024 31 December 2023
Merchandises -- 3.166.150
Total -- 3.166.150

11. PREPAID EXPENSES AND DEFERRED INCOME

Short-term prepaid expenses 31 December 2024 31 December 2023
Prepaid expenses 565.152 1.414.626
Advances given for purchases 179.876 402.002
Advances given for business purposes 3.620 64.637
Total 748.648 1.881.265

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

11. PREPAID EXPENSES AND DEFERRED INCOME (CONTINUED)

Short-term deferred income 31 December 2024 31 December 2023
Advances received -- 32.872
Total -- 32.872

12. PROPERTY, PLANT AND EQUIPMENT

31 December 31 December
2023 Additions Disposals 2024
Cost
Buildings 21.343.218 -- -- 21.343.218
Motor vehicles 15.746.220 21.006.368 (926.811) 35.825.777
Fixtures and fittings 47.698.396 820.407 -- 48.518.803
Leasehold improvements 11.061.437 1.766.743 -- 12.828.180
Total 95.849.271 23.593.518 (926.811) 118.515.978
Accumulated depreciation (-)
Buildings 5.300.233 426.864 -- 5.727.097
Motor vehicles 12.918.736 1.858.104 (926.811) 13.850.029
Fixtures and fittings 38.232.880 3.118.046 -- 41.350.926
Leasehold improvements 7.335.312 839.061 -- 8.174.373
Total 63.787.161 6.242.075 (926.811) 69.102.425
Net book value 32.062.110 49.413.553
31 December
2022
Additions Disposals 31 December
2023
Cost
Buildings 21.343.218 -- -- 21.343.218
Motor vehicles 15.746.220 -- -- 15.746.220
Fixtures and fittings 43.205.900 4.492.496 -- 47.698.396
Leasehold improvements 7.175.270 3.886.167 -- 11.061.437
Total 87.470.608 8.378.663 -- 95.849.271
Accumulated depreciation (-)
Buildings 4.873.368 426.865 -- 5.300.233
Motor vehicles 10.600.032 2.318.704 -- 12.918.736
Fixtures and fittings 35.056.504 3.176.376 -- 38.232.880
Leasehold improvements 7.016.780 318.532 -- 7.335.312
Total 57.546.684 6.240.477 -- 63.787.161

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

12. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

The net book value of the property,plant and equipment assets are as follows:

31 December 2024 31 December 2023
Buildings 15.616.121 16.042.985
Motor vehicles 21.975.748 2.827.484
Fixtures and fittings 7.167.877 9.465.516
Leasehold improvements 4.653.807 3.726.125
Total 49.413.553 32.062.110

As of 31 December 2024, there is an insurance coverage of TL 4.620.000 on total assets.

There are no restrictive elements on the real estate.

The distribution of depreciation expenses is as follows:

1 January
31 December 2024
1 January –
31 December 2023
Property, plant and equipment (Note 12) 6.242.075 6.240.477
Intangible fixed assets(Note 14) 89.754.621 78.035.425
Depreciation of right-of-use assets(Note 13) 3.449.296 2.915.469
Total 99.445.992 87.191.371

As of 31 December 2024, the total depreciation expense for the year ended is 87.678.169 TRY in cost of sales (31 December 2023: 66.012.496 TRY) and 11.767.823 TRY in general administrative expenses (31 December 2023: 21.178.875 TRY).

13. RIGHT OF USE ASSETS

31 December 31 December
2023 Additions Disposals 2024
Cost
Buildings
Included in the balance sheet within
the scope of IFRS 16 right of use assets
23.409.506 -- -- 23.409.506
Total 23.409.506 -- -- 23.409.506
Accumulated amortization (-)
Buildings
Included in the balance sheet within
the scope of
IFRS 16 right of use assets
12.127.245 3.449.296 -- 15.576.541
Total 12.127.245 3.449.296 -- 15.576.541
Net book value 11.282.261 7.832.965

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

13. RIGHT OF USE ASSETS (CONTINUED)

31 December
2022
Additions Disposals 31 December
2023
Cost
Buildings
Included in the balance sheet within
the scope of IFRS 16 right of use assets
14.624.511 8.784.995 -- 23.409.506
Total 14.624.511 8.784.995 -- 23.409.506
Accumulated amortization (-)
Buildings
Included in the balance sheet within
the scope of
IFRS 16 right of use
assets
9.211.776 2.915.469 -- 12.127.245
Total 9.211.776 2915469 -- 12.127.245
Net book value 5.412.735 11.282.261

Group in the case of tenant

The Group has five lease agreements that is subject to operating leases.

The Group has five workplace rentals, Floor 1 and Floor 12 at The Paragon Business Center in Çankaya, Ankara, Emlak Kredi Blokları 33/4 in Levent, Istanbul, Klarabergsviadukten 70, D4 11 68 in Stockholm, Sweden and Technology Development Zone in Hacettepe University Teknokent in Ankara, Turkey The beginning date of the contracts are

15 August 2017, 01 July 2021 18 May 2023, 18 May 2023, 1 August 2019, 02 January 2020 and 26 January 2021 respectively and the contract terms are valid for 5 years.

14. INTANGIBLE ASSETS

31 December
2023
Additions Transfers 31 December
2024
Cost
Rights 447.200.083 -- 694.920 447.895.003
Development costs ".net based HIS" 62.904.461 -- -- 62.904.461
Development costs ―Java based cloud system 767.141.129 173.058.622 (694.920) 939.504.831
Tales ERP 12.567.745 -- -- 12.567.745
Total 1.289.813.418 173.058.622 -- 1.462.872.040
Accumulated amortization (-)
Rights 149.464.871 25.765.724 (36.694) 175.193.901
Development costs ".net based HIS" 60.696.659 2.207.802 -- 62.904.461
Development costs ―Java based cloud system 215.790.036 60.943.245 36.694 276.769.975
Tales ERP 2.816.513 837.850 -- 3.654.363
Total 428.768.079 89.754.621 -- 518.522.700
Net book value 861.045.339 944.349.340

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

14. INTANGIBLE ASSETS (CONTINUED)

31 December
2022
Additions Transfers 31 December
2023
Cost
Rights 395.114.565 52.085.518 -- 447.200.083
Development costs ".net based HIS" 62.904.461 -- -- 62.904.461
Development costs ―Java based cloud system 616.048.506 151.092.623 -- 767.141.129
Tales ERP 12.567.745 -- -- 12.567.745
Total 1.086.635.277 203.178.141 -- 1.289.813.418
Accumulated amortization (-)
Rights 124.176.521 25.288.350 -- 149.464.871
Development costs ".net based HIS" 57.538.524 3.158.135 -- 60.696.659
Development costs ― Java based cloud system 167.038.946 48.751.090 -- 215.790.036
Tales ERP 1.978.663 837.850 -- 2.816.513
Total 350.732.654 78.035.425 -- 428.768.079
Net book value 735.902.623 861.045.339

The net book value of the intangible fixed assets are as follows:

31 December
2024
31 December
2023
Rights
Development costs ".net based HIS"
Development costs ― Java based cloud system
Tales ERP
272.701.102
--
662.734.856
8.913.382
297.735.212
2.207.802
551.351.093
9.751.232
Total 944.349.340 861.045.339

The Group capitalizes the cost of the new HIS program running on Java-based cloud architecture. These costs consist of outsourced services and personnel costs in software development, project implementation and system support departments.

The details of the program costs capitalized during the period are as follows:

31 December
2024
31 December
2023
Personnel costs
- (the personnel work on software development,
project implementation and information technologies departments)
173.058.622 151.092.623
Total 173.058.622 151.092.623

Development costs incurred in prior periods are comprised of development costs related to the Java-based HIS of which sales are ongoing.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

15. GOVERNMENT INCENTIVES

The Group has investment incentive certificates that are deemed appropriate to be issued by the Official Departments regarding investment expenditures. The rights owned by the Group due to these incentives are as follows:

  • a) Incentives within the scope of Technology Development Zones Law (100% Corporate Tax Exemption).
  • b) Incentives within the scope of research and development law (50% of the employer's share of Social Security Institution.)
  • c) Group earnings,
  • I. According to Article 2 of the Transitional Provisions of Law No. 4691, taxpayers subject to Income and Corporate Taxes operating in the region will benefit from Income and Corporate Tax incentives for the profits derived exclusively from software, design, and R&D activities carried out in this region until 31 December 31 2028.
  • II. According to Article 3 of Law No. 5746, taxpayers are eligible for an "R&D discount" incentive, which will be calculated as 100% of the expenses related to research and development conducted within their enterprises, specifically for the pursuit of new technologies and information.

16. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

Short-term other provisions 31 December 2024 31 December 2023
Provisions for lawsuits 538.234 2.039.653
Total 538.234 2.039.653

The movement table of the litigation provision is as follows:

01.01-
31.12.2024
01.01-
31.12.2023
Opening balance 2.039.653 2.727.074
Additional provision made during the period (Note 22) -- 384.603
Provision no longer required (Note 22) (1.262.558) --
Monetary gain / (loss) (238.861) (1.072.024)
Closing balance 538.234 2.039.653

As of the date of this report, summary information about the Group related to litigation and execution are as follows:

31 December 2024 31 December 2023
Quantity Amount Quantity Amount
Ongoing lawsuits on behalf of the Group 24 885.097 40 775.333
Ongoing execution proceedings 5 174.822 2 283.726
Ongoing lawsuits against the Group 24 418.494 46 1.462.687
Ongoing enforcement proceedings 3 119.740 9 576.966

The Group management has recognized a provision in the financial statements for 538.234 TRY (31 December 2023: 2.039.653 TRY) of the ongoing lawsuits against the company.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

16. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (CONTINUED)

Contingent Liabilities

As of 31 December 2024, the tables related to the Group's collateral / pledge / mortgage ("CPM") position are as follows:

31 December 2024 31 December 2023
CPM provided by the Group
A.
CPM's given in the name of own legal personality
91.287.264 94.530.778
B.
CPM's given on behalf of the fully companies
-- --
C.
CPM's given on behalf of third parties for ordinary course of
business -- --
D.
Total amount of other CPM's given
i.Total amount of CPM's given on behalf of the majority
shareholder -- --
ii.Total amount of CPM's given on behalf of the group companies
which are not in scope of B and C -- --
iii.Total amount of CPM's given on behalf of third parties which
are not in scope of C -- --
Total 91.287.264 94.530.778

The detail of the CPM's given in the name of own legal personality are as follows:

31 December 2024 31 December 2023
Letters of guarantee 91.287.264 94.530.778
Total 91.287.264 94.530.778

17. LIABILITIES RELATED TO EMPLOYEE BENEFITS

Short-term liabilities for employee benefits 31 December 2024 31 December 2023
Due to personnel 16.907.870 16.777.688
Social security premiums payable 7.748.321 13.458.127
24.656.191 30.235.815
Short-term provisions for employee benefits 31 December 2024 31 December 2023
Provision for unused leave 2.092.598 2.355.634
Total 2.092.598 2.355.634

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

17. LIABILITIES RELATED TO EMPLOYEE BENEFITS (CONTINUED)

The movement table for the provision for unused leave is as follows:

31 December 2024 31 December 2023
Opening balance 2.355.634 1.549.215
Provision during the period (Note 21) (*) 461.033 1.439.116
Provision reversed during the period (-) (Note 22) -- (39.041)
Monetary gain /(loss) (724.069) (593.656)
Provision for the end of the period 2.092.598 2.355.634

(*) As of 31 December 2024, the provision allocated during the current period by the Group includes 45.259 TRY in general administrative expenses and 415.774 TRY in cost of services sold.

31 December 2024 31 December 2023
Provision for severance pay 4.261.532 4.357.579
Total 4.261.532 4.357.579

Provision for severance pay

According to Turkish Labor Law, the Group is required to pay severance pay to each employee who has completed at least one year of service and retires after 25 years of employment, has their employment relationship terminated, is called for military service, or passes away.

As of 31 December 2024, the severance pay cap to be paid is 46,655.43 TRY per year of service (31 December 2023: 35,058.58 TRY). The severance pay cap applicable as of 1 January 2025 has been increased to 46,655.43 TRY per month.

The severance pay obligation is not subject to any legal funding.

The severance pay obligation is calculated by estimating the present value of the Group's future probable obligations arising from employees' retirement. IAS 19 ("Employee Benefits") requires the use of actuarial valuation methods to determine the Group's obligations within the framework of defined benefit plans.

The actuarial assumptions used in the calculation of the present value of the obligations are outlined below:

31 December 2024 31 December 2023
Interest rate % 27,15 25,05
Inflation rate % 23,03 21,41
Discount rate % 3,36 1,92

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

17. LIABILITIES RELATED TO EMPLOYEE BENEFITS (CONTINUED)

The movement of provision for employee termination benefits are as follows:

31 December 2024 31 December 2023
Opening balance 4.357.579 11.058.947
Service cost (Note 21) 1.157.579 1.205.992
Actuarial gain / (loss) (425.152) (4.550.931)
Interest cost (Note 22) 756.048 1.436.908
Payments(-) (245.100) (446.019)
Monetary gain/ (loss) (1.339.422) (4.347.318)
Closing balance 4.261.532 4.357.579

18. OTHER ASSETS AND LIABILITIES

Other current assets 31 December 2024 31 December 2023
VAT carried forward -- 484.138
Total -- 484.138
Other current liabilities 31 December 2024 31 December 2023
Execution and Private Pension System (BES) Deduction 177.346 368.970
Calculated VAT -- 4.044.038
Other -- 21.025

19. CAPITAL, RESERVES AND OTHER EQUITY ITEMS

The information regarding the Group's shareholders and their shares is as follows:

31 December 2024 31 December 2023
Capital Share Amount Share Rate % Share Amount Share Rate %
Abdülkerim GAZEN 55.218.000 38,35 55.218.000 38,35
Other (public part) 88.782.000 61,65 88.782.000 61,65
Share capital 144.000.000 100 144.000.000 100
Capital adjustment differences 355.566.926 355.566.926
Share capital 499.566.926 499.566.926

As of 31 December 2024, the Group's capital is divided into 144,000,000 shares, each with a nominal value of 1 TRY (31 December 2023: 144,000,000 shares, each with a nominal value of 1 TRY).

The inflation adjustment differences in capital represent the difference between the inflation-adjusted total amounts of cash and cash-equivalent contributions made to the paid-in capital and the amounts before inflation adjustment.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

19. CAPITAL, RESERVES AND OTHER EQUITY ITEMS (CONTINUED)

Other Comprehensive Income not to be reclassified to profit or loss

31 December 2024 31 December 2023
Actuarial gain/loss fund 2.607.306 2.075.869
Total 2.607.306 2.075.869
Restricted reserves
31 December 2024 31 December 2023
Legal reserves 36.625.448 36.625.448
Special funds 6.495.435 5.210.913
Total 43.120.883 41.836.361

According to Article 519, Paragraph 1 of the Turkish Commercial Code No. 6102, legal reserves are allocated as follows: 5% of the "profit" is set aside as the first-tier legal reserve until it reaches 20% of the paid-up/issued capital. After deducting the amount allocated as the first-tier legal reserve from the "profit," the remaining amount is used to allocate the first dividend for shareholders. After allocating the first-tier legal reserve and the first dividend, the General Assembly, taking into account the company's profit distribution policy, is authorized to decide whether to allocate or distribute the remaining balance as extraordinary reserves. The second-tier legal reserve is allocated according to Article 519, Paragraph 2, Clause 3 of the New TCC: After deducting the profit share of 5% of the paid-up/issued capital from the portion that is decided to be distributed, onetenth of the remaining amount is allocated as the second-tier legal reserve. If it is decided to distribute free shares through an increase in capital, no second-tier legal reserve is allocated.

The registered values of equity inflation adjustment differences and extraordinary reserves can be used for non-cash capital increases, cash profit distribution, or offsetting losses. However, if equity inflation adjustment differences are used for cash profit distribution, they will be subject to corporate tax.

20. REVENUE AND COST OF SALES (-)

01.01.- 01.01.-
Sales revenue 31.12.2024 31.12.2023
Domestic sales revenue (*) 468.417.556 350.334.550
Foreign sales revenue 12.483.264 10.569.296
Sales returns and discounts(-) (345.772) (224.847)
Sales revenue, net 480.555.048 360.678.999
01.01.- 01.01.-
Cost of sales (-) 31.12.2024 31.12.2023
Cost of services sold 335.221.275 264.621.582
Cost of goods sold 12.665.200 2.594.225
Cost of sales 347.886.475 267.215.807
Gross Profit 132.668.573 93.463.192

(*) All service sales contracts executed by the Group in Turkey between January 1 and December 31, 2024, are comprised solely of sales to public hospitals.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

21. EXPENSES BY NATURE

The details of the Group's operating expenses as of the reporting period are as follows;

01.01.-
31.12.2024
01.01.-
31.12.2023
General administrative expenses(-)
Marketing, sales and distribution expenses(-)
69.367.463
5.390.396
62.272.858
9.108.685
Research and development expenses(-) 2.434.088 3.485.994
Total 77.191.947 74.867.537

The details of the Group's operating expenses as of the reporting period are as follows;

01.01.- 01.01.-
General administrative expenses 31.12.2024 31.12.2023
Office expenses 19.470.721 7.582.483
Personnel expenses 13.443.338 20.405.725
Amortization cost (Note 12) 11.767.823 21.178.875
Taxes paid 5.624.935 4.240.641
Representation and accommodation expenses 3.593.348 3.364.639
Vehicle expenses 2.587.817 1.272.417
Communication expenses 1.526.376 --
Consulting expense 1.201.402 468.291
Severance pay provision expenses(Note 17) 1.157.579 1.205.992
Insurance expenses 613.526 539.507
Accrued leave expense (Note 17) 45.259 32.137
Repair and maintenance expenses -- 779.728
Other 8.335.339 1.202.423
Total 69.367.463 62.272.858
01.01.- 01.01.-
Marketing, sales and distribution expenses 31.12.2024 31.12.2023
Bidding participation expenses 5.259.447 8.036.888
Personnel expenses 75.898 715.114
Conference and symposium expenses -- 91.041
Other 55.051 265.642
Total 5.390.396 9.108.685
01.01.- 01.01.-
Research and development expenses 31.12.2024 31.12.2023
Personnel expenses 2.049.944 3.377.623
Other 384.144 108.371
Total 2.434.088 3.485.994

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

21. EXPENSES BY NATURE (CONTINUED)

Fees for Services Provided by Independent Auditor/Independent Auditing Firm

In accordance with the Board Decision published in the Official Gazette on March 30, 2021, by the Public Oversight, Accounting and Auditing Standards Authority (KGK), and based on the principles outlined in the KGK letter dated August 19, 2021, the Group has prepared the following explanation regarding the fees for services provided by independent auditing firms;

1 January–
31 December 2024
1 January –
31 December 2023
Independent Audit Fee for the Reporting Period 1.000.000 275.000
Total 1.000.000 275.000

22. OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES (-)

Other income from operating activities 01.01.-
31.12.2024
01.01.-
31.12.2024
Foreign exchange gains 38.895.283 1.361.337
Social security premiums income (*) 37.165.673 32.635.955
Cancellation of provision for doubtful trade receivables (Note 8) 2.024.729 --
Cancellation of provision for litigation (Note 16) 1.262.558 --
Cancellation of provision for accrued leave expense (Note 17 -- 39.041
Deferred finance income 178.735 14.475
Other 5.975.461 674.731
Total 85.502.439 34.725.539

(*) The Company's incentive revenues primarily consist of income derived from imported goods, customs duties, and all kinds of funds exempt from stamp tax and fees, used in research for R&D, innovation, and design projects carried out under the Law No. 5746 on the Support of Research, Development, and Design Activities. These revenues are associated with the documents and transactions conducted within this scope.

01.01.- 01.01.-
Other expenses from operating activities 31.12.2024 31.12.2023
Foreign exchange losses 10.166.159 547.734
Stock exchange expenses 1.511.811 1.105.543
Provision for Severance Pay Interest Liability (Note 17) 756.048 1.436.908
Deferred finance expenses 98.439 521.877
Provision for doubtful trade receivables expense (Note 8) -- 1.979.725
Provision for litigation expense (Note 16) -- 384.603
Earthquake tax -- 10.162.289
Other 125.636 307.364
Total 12.658.093 16.446.043

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

23. INCOME AND EXPENSES FROM INVESTING ACTIVITIES (-)

Income from investing activities 01.01.-
31.12.2024
01.01.-
31.12.2023
Gains on sale of securities 4.184.622 --
Profit from sale of property, plant and equipment 720.000 --
Total 4.904.622 --
Expenses from investing activities 01.01.-
31.12.2024
01.01.-
31.12.2023
Losses on sale of securities -- (1.796.977)
Total -- (1.796.977)
Finance Income 01.01.-
31.12.2024
01.01.-
31.12.2023
Interest income 3.783.908 1.963.846
Total 3.783.908 1.963.846
Finance Expenses (-) 01.01.-
31.12.2024
01.01.-
31.12.2023
Interest expenses on loans 5.452.621 71.351
Interest expenses on right-of-use assets 1.296.389 961.397
Bank commission expenses 1.175.886 606.671
Guarentee letter expenses 482.516 381.649
Other 135.668 2.320
Total 8.543.080 2.023.388

25. RELATED PARTIES

For the purpose of these financial statements, shareholders, key executives, board members, their families and companies are regarded as related parties and affiliates.

As of 31 December 2024, there is no receivables or payables from related parties. (31 December 2023: None).

Other payables from related parties

01.01.-
31.12.2024
01.01.-
31.12.2023
Abdülkerim Gazen 623.353 2.044.787
Total 623.353 2.044.787

The amount of benefits provided to senior executives in the current period is TL 11.502.000 (31 December 2023: TL 5.551.000)

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

26. TAXES ON INCOME (Deferred Tax Asset and Liability Included)

Current tax

31.12.2024 31.12.2023
Prepaid taxes and funds(-) -- 23.317
Tax assets or liabilities -- 23.317

The corporate tax rate is applied to the tax base to be found as a result of adding the expenses that are not accepted as a deduction in accordance with the tax laws to the commercial income of the corporations and deducting the exceptions and deductions in the tax laws. If the profit is not distributed, no other tax is paid, and all or part of the profit is dividends;

  • To real people
  • Natural and legal persons who are exempt or exempt from Income and Corporate Tax,
  • Limited taxpayersreal and legal persons,

In case of distribution, 15% Income Tax Withholding is calculated. The addition of the period profit to the capital is not considered as profit distribution and no withholding tax is applied.

Corporations calculate a 25% temporary tax on their quarterly financial profits and declare it until the 17th day of the second month following that period and pay it until the evening of the 17th day. The temporary tax paid during the year belongs to that year and is deducted from the corporate tax to be calculated over the corporate tax return to be submitted in the following year.

75% of the profits arising from the sale of participation shares, which are in the assets of the corporations for at least two full years, and 50% of the gains from the sale of the immovables that are in the assets for the same period of time, are exempt from tax, provided that they are added to the capital as stipulated in the Corporate Tax Law.

According to the Turkish tax legislation, financial losses shown on the declaration can be deducted from the corporate income for the period, provided that they do not exceed 5 years. However financial losses cannot be offsite from last year's profits.

There is no practice in Turkey to reach an agreement with the tax authority regarding the taxes to be paid. Corporate tax returns are submitted to the relevant tax office until the evening of the 30th day of the fourth month following the month in which the accounting period is closed. However, the tax inspection authorities can examine the accounting records within five years, and if an incorrect transaction is detected, the tax amounts to be paid may change. The Corporate Tax rate will be applied as 25% for the corporate earnings for the 2023 taxation period.

Tax provision in the income statement 31 December 2024 31 December 2023
Deferred tax provision 28.825.574 186.414.389
Total 28.825.574 186.414.389

Group, deferred income tax assets and liabilities. It calculates by taking into account the effects of temporary differences that arise as a result of different evaluations between the legal financial statements of balance sheet items. These temporary differences generally arise from the recognition of income and expenses in different reporting periods in accordance with the communiqué and tax laws.

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

26. TAXES ON INCOME (Deferred Tax Asset and Liability Included) (CONTINUED)

Deferred Income Tax Assets and Liabilities (Continued)

The distribution of deferred tax assets calculated using the effective tax rates as of the balance sheet date are summarized below:

Cumulative temporary
differences Deferred Tax
31 December 31 December 31 December 31 December
2024 2023 2024 2023
Deferred Tax Assets
Difference between the carrying amount and
tax base of tangible assets 336.352.482 350.554.390 84.088.121 87.638.598
Exemption within the scope of the incentive 119.502.126 -- 29.875.532 --
Securities valuation 19.720.735 8.294.366 4.930.184 2.073.590
Severance pay provision 4.261.532 4.357.578 1.065.383 1.089.395
Unused vacation provision 2.092.598 2.355.634 523.150 588.909
Deferred finance expense 1.275.638 1.699.625 318.910 424.906
Accrued interest on loans 693.778 -- 173.445 --
Provision for litigation 538.234 2.039.653 134.559 509.913
Adjustments related to subsidiaries 518.123 -- 129.531 --
Differences in prepaid expenses 3.671 -- 918 --
Provision for doubtful receivables -- 2.024.729 -- 506.182

Total 484.958.917 371.325.975 121.239.733 92.831.493

Cumulative temporary
differences Deferred Tax
31 December 31 December 31 December 31 December
2024 2023 2024 2023
Deferred Tax Liabilities
Right-of-use assets (2.329.706) (3.593.173) (582.427) (898.293)
Adjustments related to borrowings (967.607) -- (241.907) --
Deferred finance income (198.497) (28.532) (49.624) (7.133)
Differences in prepaid expenses -- (426.125) -- (106.531)
Other -- (1.542.489) -- (385.622)
Total (3.495.810) (5.590.319) (873.958) (1.397.579)
Deferred tax assets / (liabilities), net 481.463.107 365.735.656 120.365.775 91.433.914

Movements of deferred tax assets / (liabilities) are as follows:

31 December 2024 31 December 2023
Opening balance of deferred tax assets / (liabilities) 91.433.914 (96.118.211)
Deferred tax expense / (income) 28.825.574 186.414.389
Tax effect of actuarial gains / (losses) 106.287 1.137.736
Deferred tax asset / liability in the current period 120.365.775 91.433.914

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

27 NET MONETARY POSITION GAINS/(LOSSES)

Financial Position Statement Items 31.12.2024
Inventories
Prepaid expenses (767.676)
Subsidiaries (391.824)
Tangible fixed assets 527.150
Intangible assets 10.426.948
Right-of-use assets 278.999.741
Deferred tax liabilities (339.076)
Other retained earnings (28.104.718)
Share capital 2.966.632
Restricted reserves (154.129.558)
(11.257.835)
Retained earnings/(Losses) from prior years (136.989.775)
Total (39.059.991)
Profit and Loss Statement Items 31.12.2024
Net sales
Cost of sales (56.882.687)
Research and development expenses 32.150.732
Marketing, sales and distribution expenses 8.997.721
General administrative expenses 589.809
Other income/(expenses) from operating activities 6.939.392
Finance income/(expenses) (13.475.225)
Income from investment activities 425.185
Deferred tax income/(expense) (2.947.125)
56.209.434
Total 32.007.236
Net monetary position gains/(losses) (7.052.755)
EARNINGS PER SHARE
01.01.-
31.12.2024
01.01.-
31.12.2023
Net profit / (loss) for the period from continued operations:
Net profit / (loss) of parent company from continued operations 150.239.241 214.702.447
Weighted average number of shares 144.000.000 144.000.000
Earnings / (loss) per share from continued operations (TL) 1,04 1,49

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

28. EARNINGS PER SHARE (CONTINUED)

01.01.-
31.12.2024
01.01.-
31.12.2023
Earnings / (loss) per share):
Net profit of parent company for the period 150.239.241 214.702.447
Weighted average number of shares 144.000.000 144.000.000
Earnings / (loss) per share (TL) 1,04 1,49
01.01.-
31.12.2024
01.01.-
31.12.2023
Number of weighted shares at the beginning of the period 144.000.000 40.000.000
Number of shares excluded within the period -- 104.000.000
Number of shares transferred within the period -- --
Number of shares at the end-of-period 144.000.000 144.000.000

29. THE NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS

The most important risks arising from the financial instruments of the Group is interest rate risk, liquidity risk and credit risk.

Capital Risk Management

The risk related with each of the capital class and company capital cost is considered by the top management of the Company.

The primary objective of the Company's capital management objectives is to ensure that it maintains a healthy capital structure in order to support its business and maximize shareholder value. The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions.

To maintain or adjust the capital structure, the Company may obtain new loans, repay existing loans; make cash and non-cash (bonus shares) dividend payments to shareholders, issue new shares based on Management's evaluation. The Company manages the capital structure so as to ensure the Company's ability to continue as a going concern; and maximize its profitability by maintaining an adequate capital to overall financing structure ratio.

The Company monitors capital using a net debt to total equity ratio, which is net financial debt divided by total equity. The Company includes within net financial debt, borrowings and trade payables, less cash and cash equivalents.

01.01.-
31.12.2024
01.01.-
31.12.2023
Total Liabilities 83.427.415 86.109.901
Less: Cash and Cash Equivalents (31.005.892) (14.708.011)
Net (Cash) / Debt 52.421.523 71.401.890
Total Equity 1.123.136.830 972.366.152
Capital 144.000.000 144.000.000
Net (Cash) Liabilities / Total Equity Ratio 0,05 0,07

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

29. THE NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (CONTINUED)

The current ratio from liquidity ratios has been realized as follows in terms of periods:

01.01.- 01.01.-
31.12.2024 31.12.2023
Current assets 83.613.156 61.088.093
Current liabilities (-) 67.630.811 74.090.189
Net working capital excess / (deficit) 15.982.345 (13.002.096)
Current Ratio 1,24 0,82
Earnings Before Interest Tax Depreciation and Amortization
(EBITDA)
01.01.-
31.12.2024
01.01.-
31.12.2023
Net income / (loss) for the period 150.239.241 214.702.447
Income / expenses from operating activities, net (72.844.346) (18.279.496)
Income / expenses from investment activities, net (4.904.622) 1.796.977
Depreciation expenses 99.445.992 87.191.371
Financing (income) / expense, net 4.759.172 59.542
Tax (income) / loss, net (28.825.574) (186.414.389)
Monetary gain / (loss) 7.052.755 6.730.574
EBITDA 154.922.618 105.787.026
EBITDA margin 32,24 29,33

Financial Risk Factors

Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations. The Group management meets these risks by limiting the average risk for the counterparty in each agreement. The Group's collection risks mainly arise from its trade receivables. The Group manages this risk by limitation on the extension of the credit to customers. Credit limits are monitored regularly by the Company and the customer's financial position, taking into account the customers' credit quality and other factors considered. The Group does not have any derivative financial instruments. (31 December 2023: None).

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

29. THE NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (CONTINUED)

Financial Risk Factors (continued)

Credit risk (continued)

As of 31 December 2024 and 2023, the credit risk exposure by type of financial instrument is as follows:

The imposed credit risk by financial instrument type is as follows:

RECEIVABLES
Trade Receivables Other Receivables Cash
Related Third Related Third and
31 December 2024 Parties Parties Parties Parties Bank deposits Other
Maximum credit risk exposures as of report
date (A+B+C+D+E) -- 43.696.420 -- 1.225.350 31.005.597 295
- Secured part of maximum credit risk exposure
via collateral etc. -- -- -- -- -- --
A. Net book value of the financial assets that are
neither overdue nor impaired -- 43.696.420 -- 1.225.350 31.005.597 295
B. Carrying amount of financial assets that are
renegotiated, otherwise classified as overdue or
impaired -- -- -- -- -- --
C. Net book value of financial assets that are
overdue but not impaired -- -- -- -- -- --
D. Net book value of impaired financial assets -- -- -- -- -- --
- Overdue (gross carrying amount) -- -- -- -- -- --
- Impairment asset (-) -- -- -- -- -- --
- Net, secured part via collateral etc -- -- -- -- -- --
E. Off-balance sheet financial assets exposed to --
credit risk -- -- -- -- --
RECEIVABLES
Other Receivables
Trade Receivables
Cash
Related Third Related Third and
31 December 2023 Parties Parties Parties Parties Bank deposits Other
Maximum credit risk exposures as of report
date (A+B+C+D+E) -- 35.450.748 -- 3.445.801 14.706.980 1.031
- Secured part of maximum credit risk exposure
via collateral etc. -- -- -- -- -- --
A. Net book value of the financial assets that are
neither overdue nor impaired -- 35.450.748 -- 3.445.801 14.706.980 1.031
B. Carrying amount of financial assets that are
renegotiated, otherwise classified as overdue or
impaired -- -- -- -- -- --
C. Net book value of financial assets that are
overdue but not impaired -- -- -- -- -- --
D. Net book value of impaired financial assets -- -- -- -- -- --
- Overdue (gross carrying amount) -- 2.024.729 -- -- -- --
- Impairment asset (-) -- (2.024.729) -- -- -- --
- Net, secured part via collateral etc -- -- -- -- -- --
E. Off-balance sheet financial assets exposed to
credit risk -- -- -- -- -- --

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

29. THE NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (CONTINUED)

Financial Risk Factors (Continued)

The imposed credit risk by financial instrument (continued):

Liquidity risk

Liquidity risk is the risk that an entity will be unable to meet its net funding requirements. The Group management minimizes its liquidity risk by financing its assets with equity as in the previous period. The Group conducts its liquidity management not according to the expected terms, but it conducts with the terms determined in accordance with the contract. The Group has no derivative financial liabilities.

Maturities accordance with the contract as
of 31 December 2024
Book value Total
contractual
cash outflow
(I+II+III)
Less than 3
months (I)
3-12
months (II)
1-5
years
(III)
Bank loans 19.390.797 26.916.200 4.186.555 12.586.198 10.143.447
Other financial liabilities 6.148.134 6.148.134 6.148.134 -- --
Trade payables 16.613.777 16.613.777 16.613.777 -- --
Finance lease obligations 4.535.652 4.535.652 1.970.103 2.386.665 178.884
Total 46.688.360 54.213.763 28.918.569 14.972.863 10.322.331
Liabilities from employee benefits 24.656.191 24.656.191 24.656.191 -- --
Total 24.656.191 24.656.191 24.656.191 -- --
Maturities accordance with the contract as
of 31 December 2023
Book value Total
contractual
cash outflow
(I+II+III)
Less than 3
months(I)
3-12
months(II)
1-5
years (III)
Bank loans 21.667.566 21.667.566 21.667.566 -- --
Other financial liabilities 3.822.886 3.822.886 3.822.886 -- --
Trade payables 3.610.346 3.610.346 3.610.346 -- --
Deferred income 32.872 32.872 32.872 -- --
Finance lease obligations 7.689.087 7.689.087 1.424.533 3.043.360 3.221.194
Total 36.822.757 36.822.757 30.558.203 3.043.360 3.221.194
Liabilities from employee benefits 30.235.815 30.235.815 30.235.815 -- --
Total 30.235.815 30.235.815 30.235.815 -- --

(Currency –Turkish Liras "TL" in terms of purchasing power of the "TL" at 31 December 2024 unless otherwise expressed.)

29. THE NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (CONTINUED)

Financial Risk Factors (continued)

The imposed credit risk by financial instrument (continued):

Market risk

Market risk is the risk of fluctuations in the fair value of a financial instrument or in future cash flows that will adversely affect a business due to changes in market prices. These are foreign currency risk, interest rate risk and financial instruments or commodity price change risk.

Interest rate risk

Interest rate risk arises from the possibility of interest rate changes that affect the financial statements. The Group is exposed to interest rate risk because of timing differences of its assets and liabilities which is expired in a current period. There is no risk management pattern and implementation which is defined and in the Group Company. The Group administration manages the interest rate risk by making decision and with its implementations although there is not any risk management model defined in the Group.

The Group's interest position table is as follows:

31 December 2024 31 December 2023
Financial instruments with fixed interest
Financial Liabilities (Note 6) 30.074.583 33.179.539
Cash and Cash Equivalents (Note 5) (31.005.892) (14.708.011)

30. EVENTS AFTER THE REPORTING DATE

None.

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