Audit Report / Information • Mar 3, 2025
Audit Report / Information
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CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR'S REPORT AS OF DECEMBER 31, 2024 (Originally issued in Turkish)
Güney Bağımsız Denetim ve SMMM A.Ş. Maslak Mah. Eski Büyükdere Cad. Orjin Maslak İş Merkezi No: 27 Daire: 57 34485 Sarıyer İstanbul - Türkiye
Tel: +90 212 315 3000 Fax: +90 212 230 8291 ey.com Ticaret Sicil No : 479920 Mersis No: 0-4350-3032-6000017
(Convenience translation of a report and consolidated financial statements originally issued in Turkish)
We have audited the consolidated financial statements of TAB Gıda Sanayi ve Ticaret A.Ş. ("the Company") and its subsidiaries ("the Group"), which comprise the consolidated statement of financial position as at December 31, 2024, and the consolidated statement of profit and loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2024, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the Turkish Financial Reporting Standards (TFRS).
We conducted our audit in accordance with the Independent Auditing Standards (InAS) which are part of the Turkish Auditing Standards as issued by the Public Oversight Accounting and Auditing Standards Authority of Turkey (POA) and adopted within the framework of Capital Markets Board (CMB) regulations. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics for Independent Auditors (Code of Ethics) as issued by the POA and other ethical principles included in CMB legislation, and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Key audit matter | How the key Audit matter was addressed in the audit |
|---|---|
| Audit of the Group operated restaurant | |
| revenue | |
| The Group is operating in the quick service. restaurant sector with 1.830 restaurants as of December 31, 2024. |
Among others, the following procedures have been performed for the audit of Group operated restaurant revenue: |
| Group operated restaurant revenues, which is the most significant category included in revenues line item, is considered as the most important key performance measure in the quick service restaurant sector. Together with the number of restaurants, it is continuously monitored and used as a performance measure by the Management. |
- The sales procedures of the Group and the design of the internal controls around accounting of the revenue in the consolidated financial statements have been analysed and evaluated, with the help of our information systems specialists. |
| Audit of Group operated restaurant revenues has been identified as a key audit matter because; the transaction volumes are very high in line with the number of the restaurants; it is relatively more difficult to maintain assurance on completeness and accuracy of the revenues, as the revenue |
- Cash sales realized during the period have been reconciled to bank statements that contains all the cash movements delivered to the bank by each restaurant, after counting the cash on hand. |
| occurs at a large number of sales points which is material for the consolidated profit or Ioss statement Accounting policies and other disclosures regarding Group operated restaurant revenues are disclosed in Note 2 and Note 17 to the consolidated financial statements. |
- Sales made through credit cards during the period have been tested with respective bank reconciliations, online sales and sales made through meal checks / cards during the period have been tested with respective reconciliations received from the related intermediary meal card firms. |
| - Analytical procedures and correlation analyses were applied between revenues, credit card receivables, cash and receivables from meal check / card Group receivable accounts. |
|
| - Manual accounting entries recorded in revenues and debit records posted to revenue after the balance sheet date have been analysed. |
|
| - Adequacy of disclosures on revenue in Note 2 and Note 17 and conformity with TFRS have been evaluated. |
| Key audit matters | How the key Audit matter was addressed in the audit |
|---|---|
| Presentation of TFRS 16, "Leases", its | |
| impacts on the consolidated financial | |
| statements and notes to the consolidated financial statements |
|
| The amounts recognized as a result of the adoption of TFRS 16 are significant for the consolidated financial statements. In addition, the measurement of the right of use assets and financial lease liabilities are based on significant estimates and assumptions of the management. The substantial part of these estimates are interest rates used to discount cash flows and assessment of options to extend or terminate lease contracts. Therefore, the impacts of the TFRS 16 on the consolidated financial statements and the notes to the consolidated financial statements are determined as a key audit matter for our audit. Explanations regarding TFRS 16 are made in Notes 5 and 11. |
Among others, the following procedures have been performed for the audit of right of use asstes and lease liability. The completeness of the contract lists obtained from the Group management is evaluated. It is evaluated whether the contracts defined as lease contracts are within the scope of TFRS 16. The lease contracts used in the calculation of right of use assets and financial lease liabilities are selected on a sample basis and the compliance of the discount rates, term of the lease contacts and the assessment of the extension options applied if such options exist with the provision of the contract are tested. And impairment analyses were performed for right of use assets. |
| The disclosures in the consolidated financial statements in relation to the application of TFRS 16 is tested and the adequacy of such disclosures are evaluated. |
| Key audit matter | How our audit addressed the key audit matter |
|---|---|
| Application of the hyperinflationary accounting As stated in Note 2 to the consolidated financial |
Our audit procedures included the following; |
| statements, the Group has started to apply "TAS 29 Financial Reporting in Hyperinflation Economies" since the functional currency of the Group (Turkish Lira) is the currency of a hyperinflationary economy as per TAS 29 as of December 31, 2024. In accordance with TAS 29, consolidated financial statements and corresponding figures for previous periods have been restated for the changes in the general purchasing power of Turkish Lira and, as a result, are expressed in terms of purchasing power of Turkish Lira as of the reporting date. In accordance with the guidance in TAS 29, the Group utilised the Turkey consumer price indices to prepare inflation adjusted financial statements. The principles applied for inflation adjustment is explained in Note 2. 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. |
• 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, • 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, • We assessed the adequacy of the disclosures in inflation adjusted financial statements for compliance with TAS 29. |
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with TFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group's financial reporting process.
In an independent audit, our responsibilities as the auditors are:
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with standards on auditing as issued by the Capital Markets Board of Turkey and InAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with standards on auditing as issued by the Capital Markets Board of Turkey and InAS, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The name of the engagement partner who supervised and concluded this audit is Zeynep Okuyan Özdemir.
Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi A member firm of Ernst & Young Global Limited
Zeynep Okuyan Özdemir, SMMM Partner
March 3, 2025 İstanbul, Türkiye
| Contents | PAGE | |
|---|---|---|
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 1-2 | |
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
3 | |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 4 | |
| CONSOLIDATED STATEMENT OF CASH FLOWS | 5-6 | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 7-73 | |
| NOTE 1 | ORGANIZATION AND OPERATIONS OF THE GROUP | 7-8 |
| NOTE 2 | SUMMARY OF ACCOUNTING POLICIES | 8-32 |
| NOTE 3 | CASH AND CASH EQUIVALENTS | 32 |
| NOTE 4 | BORROWINGS | 33 |
| NOTE 5 | LEASE LIABILITIES | 34 |
| NOTE 6 | TRADE RECEIVABLES AND PAYABLES | 34-35 |
| NOTE 7 | OTHER RECEIVABLES AND PAYABLES | 36 |
| NOTE 8 | INVENTORIES | 36 |
| NOTE 9 | PROPERTY, PLANT AND EQUIPMENT | 37-40 |
| NOTE 10 INTANGIBLE ASSETS | 40-41 | |
| NOTE 11 RIGHT OF USE ASSET | 41-43 | |
| NOTE 12 PROVISIONS, CONTINGENT ASSETS AND LIABILITIES | 43-45 | |
| NOTE 13 EMPLOYEE BENEFITS | 45-46 | |
| NOTE 14 OTHER ASSETS AND LIABILITIES | 47 | |
| NOTE 15 PREPAID EXPENSES AND CONTRACT LIABILITIES | 48 | |
| NOTE 16 EQUITY | 48-49 | |
| NOTE 17 REVENUE AND COST OF SALES | 50 | |
| NOTE 18 MARKETING, SELLING AND DISTRIBUTION AND ADMINISTRATIVE EXPENSES | 51 | |
| NOTE 19 EXPENSES BY NATURE | 52 | |
| NOTE 20 OTHER OPERATING INCOME AND EXPENSES | 52-53 | |
| NOTE 21 INCOME AND EXPENSES FROM INVESTING ACTIVITIES | 53-54 | |
| NOTE 22 FINANCE INCOME AND FINANCE EXPENSES | 54 | |
| NOTE 23 INCOME TAXES (INCLUDING DEFERRED TAX ASSETS AND LIABILITIES) | 55-57 | |
| NOTE 24 RELATED PARTY DISCLOSURES | 57-62 | |
| NOTE 25 FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES | 62-71 | |
| NOTE 26 SHARE BASED PAYMENTS | 72 | |
| NOTE 27 NET MONETARY POSITION GAINS/(LOSSES) DISCLOSURES | 72 | |
| NOTE 28 AUDIT FEE'S | 73 |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| Audited | Audited | ||
|---|---|---|---|
| Notes | 31 December 2024 | 31 December 2023 | |
| ASSET | |||
| Cash and cash equivalents | 3 | 6.033.282.124 | 5.695.848.444 |
| Trade receivables | |||
| Trade receivables from related parties | 6-24 | 732.553.326 | 382.547.812 |
| Trade receivables from third parties | 6 | 652.071.113 | 555.747.884 |
| Other receivables | |||
| Other receivables from third parties | 7 | 2.620.522 | 4.123.733 |
| Inventories | 8 | 393.466.641 | 407.252.611 |
| Prepaid expenses | 15 | 988.071.807 | 1.204.677.128 |
| Other current assets | 14 | 37.750.734 | 27.066.388 |
| Total Current Assets | 8.839.816.267 | 8.277.264.000 | |
| Other receivables | 32.975.419 | 38.719.721 | |
| Other receivables from third parties | 7 | ||
| Property, plant and equipment | 9 | 8.700.549.188 | 7.546.045.772 |
| Intangible assets | 10 | 954.820.658 | 843.952.174 |
| Right of use assets | 11 | 5.774.282.952 | 5.094.473.600 |
| Prepaid expenses | 15 | 47.144.380 | 48.847.365 |
| Other non-current assets | 14 | 6.382.241 | 8.649.310 |
| Total Non-Current Assets | 15.516.154.838 | 13.580.687.942 | |
| TOTAL ASSETS | 24.355.971.105 | 21.857.951.942 |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| Notes | Audited 31 December 2024 |
Audited 31 December 2023 |
|
|---|---|---|---|
| LIABILITIES | |||
| Short-term borrowings | 4 | 21.590.544 | 81.867.978 |
| Current portion of long-term borrowings | 4 | - | 52.088.326 |
| Short-term lease liabilities | 5 | 1.383.948.148 | 1.002.199.875 |
| Trade payables | |||
| Trade payables to related parties | 6-24 | 1.363.944.971 | 1.531.730.618 |
| Trade payables to third parties | 6 | 599.153.127 | 630.300.998 |
| Other payables | |||
| Other payables to third parties | 7 | 42.431 | 1.171.716 |
| Employee benefit payables | 13 | 531.167.363 | 461.366.251 |
| Short-term provisions | |||
| Provisions for employee benefits | 13 | 165.758.340 | 146.550.066 |
| Litigation provisions | 12 | 50.035.921 | 36.264.927 |
| Contract liabilities | 15 | 266.388.694 | 248.841.737 |
| Current tax liabilities | 23 | 294.650.711 | 215.645.154 |
| Other current liabilities | 14 | 85.818.428 | 108.610.415 |
| Total Current Liabilities | 4.762.498.678 | 4.516.638.061 | |
| Long-term lease liabilities | 5 | 2.263.025.763 | 1.938.658.622 |
| Trade payables | |||
| Trade payables to third parties | 6 | 151.720.386 | 202.437.457 |
| Provision for employee benefits | 13 | 162.531.247 | 144.749.652 |
| Contract liabilities | 15 | 126.090.327 | 263.952.821 |
| Deferred tax liabilities | 23 | 1.047.202.002 | 815.798.672 |
| Total Non-Current Liabilities | 3.750.569.725 | 3.365.597.224 | |
| EQUITY | |||
| Share capital | 16 | 261.292.000 | 261.292.000 |
| Adjustments to share capital | 16 | 2.625.105.116 | 2.625.105.116 |
| Repurchased Shares | (26.317.148) | - | |
| Share premium | 5.313.357.310 | 5.313.357.310 | |
| Reserves Restricted from Profit | 196.295.423 | - | |
| Other comprehensive expenses | |||
| to be reclassified | |||
| - Currency translation reserves | 16 | 169.876.482 | 17.768.519 |
| Other comprehensive expenses | |||
| not to be reclassified | |||
| - Remeasurement losses of | |||
| defined benefit plans | 16 | 4.662.254 | 5.362.430 |
| - Revaluation of property, | |||
| plant and equipment | 16 | 723.333.446 | 723.333.446 |
| Net profit for the period | 1.911.667.376 | 3.548.525.027 | |
| Retained earnings / (loss) | 4.663.630.443 | 1.480.972.809 | |
| Total Equity | 15.842.902.702 | 13.975.716.657 | |
| TOTAL LIABILITIES AND EQUITY | 24.355.971.105 | 21.857.951.942 |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| Notes | 1 January- 31 December 2024 |
1 January - 31 December 2023 |
||
|---|---|---|---|---|
| Profit or loss | ||||
| Revenue | 17 | 32.009.061.817 | 28.858.468.239 | |
| Cost of sales (-) | 17 | (26.478.652.353) | (23.957.130.083) | |
| Gross profit | 5.530.409.464 | 4.901.338.156 | ||
| Marketing expenses (-) | 18 | (1.495.770.243) | (1.499.533.945) | |
| General administrative expenses (-) | 18 | (1.126.558.245) | (817.365.430) | |
| Other operating income | 20 | 502.871.086 | 447.088.301 | |
| Other operating expenses (-) | 20 | (590.348.572) | (577.322.543) | |
| Operating profit | 2.820.603.490 | 2.454.204.539 | ||
| Income related to investing activities | 21 | 2.038.262.417 | 681.342.743 | |
| Expense related to investing activities (-) | 21 | (91.898.834) | (95.326.925) | |
| Operating profit before financial expenses | 4.766.967.073 | 3.040.220.357 | ||
| Financial income | 22 | 142.411.444 | 446.354.146 | |
| Financial expenses (-) | 22 | (887.445.090) | (1.423.593.027) | |
| Monetary loss / (gain) | 27 | (1.144.589.956) | 1.847.837.344 | |
| Earning before tax | 2.877.343.471 | 3.910.818.820 | ||
| Tax income | ||||
| Current tax expense | 23 | (732.167.732) | (422.898.138) | |
| Deferred tax expense/(income) | 23 | (233.508.363) | 60.604.345) | |
| Net profit for the year | 1.911.667.376 | 3.548.525.027 | ||
| Earnings per share | 26 | 7,32 | 14,93 | |
| Other comprehensive income | ||||
| Items that may be reclassified subsequently to profit or loss: | ||||
| - Change in foreign currency translation differences | 152.107.963 | 23.394.382 | ||
| Items that will not be reclassified subsequently to profit or loss |
||||
| Revaluation of defined benefit plans | ||||
| and measurement gains | 13 | (933.568) | (4.648.025) | |
| Revaluation of defined benefit plans | ||||
| and measurement losses tax expense | 23 | 233.392 | 1.162.007 | |
| Income related to revaluation increase | ||||
| on property, plant and equipment | - | 379.083.052 | ||
| TOTAL COMPREHENSIVE INCOME | 2.063.075.162 | 3.947.516.443 |
| will be reclassified | to profit or loss | Other comprehensive income / (expense) will not be reclassified to profit or loss |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Adjustment to share capital |
Share premium |
Treasury shares |
Restricted reserves from benefits |
Currency transition differences |
Remeasurement of defined benefit obligation |
Revaluation of Property, Plant and equipment |
Net income for the period(loss) |
Accumulated losses |
Total | |
| Balance at 1 January 2023 | 232.417.000 | 2.611.070.412 | - | - | - | (5.625.863) | 8.848.448 | 344.250.394 | 2.676.025.010 | (1.195.052.201) | 4.671.933.200 |
| Profit for the year | - | - | - | - | - | - | - | - | 3.548.525.027 | - | 3.548.525.027 |
| Other comprehensive expense | - | - | - | - | - | 23.394.382 | (3.486.018) | 379.083.052 | - | - | 398.991.416 |
| Total comprehensive profit Increase due to |
- | - | - | - | - | 23.394.382 | (3.486.018) | 379.083.052 | 3.548.525.027 | - | 3.947.516.443 |
| share-based transactions | - | - | 5.313.357.310 | - | - | - | - | - | - | - | 5.313.357.310 |
| Transfers | - | - | - | - | - | - | - | - | (2.676.025.010) | 2.676.025.010 | - |
| Capital increase | 28.875.000 | 14.034.704 | - | - | - | - | - | - | - | - | 42.909.704 |
| Balance at 31 December 2023 | 261.292.000 | 2.625.105.116 | 5.313.357.310 | - | - | 17.768.519 | 5.362.430 | 723.333.446 | 3.548.525.027 | 1.480.972.809 | 13.975.716.657 |
| Balance at 1 January 2024 | 261.292.000 | 2.625.105.116 | 5.313.357.310 | - | - | 17.768.519 | 5.362.430 | 723.333.446 | 3.548.525.027 | 1.480.972.809 | 13.975.716.657 |
| Profit for the year | - | - | - | - | - | - | - | - | 1.911.667.376 | - | 1.911.667.376 |
| Other comprehensive expense | - | - | - | - | 152.107.963 | (700.176) | - | - | - | 151.407.787 | |
| Total comprehensive profit | - | - | - | - | 152.107.963 | (700.176) | - | 1.911.667.376 | - | 2.063.075.163 | |
| Dividend paid | - | - | - | - | - | - | - | - | - | (169.571.970) | (169.571.970) |
| Increase due to | |||||||||||
| share-based transactions Transfers |
- - |
- - |
- - |
(26.317.148) - |
- 196.295.423 |
- - |
- | - | - (3.548.525.027) |
- 3.352.229.604 |
(26.317.148) - |
| Balance at 31 December 2024 | 261.292.000 | 2.625.105.116 | 5.313.357.310 | (26.317.148) | 196.295.423 | 169.876.482 | 4.662.254 | 723.333.446 | 1.911.667.376 | 4.663.630.443 | 15.842.902.702 |
(*) TAB Gıda Sanayi ve Ticaret A.Ş. ("Company") has carried out the public offering of its shares between October 18-20, 2023 via the "Fixed Price Demand Collection Method" in Borsa Istanbul. Due to the increase of TAB Food Industry and Trade Inc.'s equity capital from 232.417.000 TL to 261.292.000 TL, a total of 52.500.000 TL nominal valued 52.500.000 shares, consisting of 28.875.000 TL nominal valued 28.875.000 shares to be increased and 23.625.000 TL nominal valued 23.625.000 shares owned by the main partner TFI TAB Gıda Yatırımları A.Ş., have been offered to the public. As a result of the transactions during the public offering process of the Company, the emission premiums amounting to 3.724.875.000 TL as of the public offering date have been added to the share issuance premiums. The net effect of the increase due to share-based transactions after deducting the transaction costs of 149.385.633 TL arising from the public offering process transactions as of the public offering date is 5.313.357.310 TL according to the purchase basis as of December 31, 2024.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| Notes | 1 January - 31 December 2024 |
1 January 31 December 2023 |
|
|---|---|---|---|
| Cash Flows From Operating Activities | |||
| Net profit for the period | 1.911.667.376 | 3.548.525.027 | |
| Adjustments related to reconciliation | |||
| of net profit/(loss) for the period | 4.594.925.492 | 2.576.641.304 | |
| Depreciation and amortization expense | 9-10 | 1.650.706.174 | 1.419.744.550 |
| Adjustments for impairment | |||
| Impairment and expenses related to closed restaurants | 21 | 9.456.074 | 7.640.184 |
| Adjustments for provisions | |||
| Provisions related to employee benefits | 13 | 445.345.571 | 342.764.389 |
| Adjustment related to provisions | |||
| for litigation and/or penalties | 12 | 52.616.225 | 42.359.546 |
| Adjustments related to interest income and expenses | |||
| Adjustments related to interest and participation income | 21,22 | (2.146.001.980) | (813.907.017) |
| Adjustments related to interest expenses. | 22 | 19.475.909 | 396.171.641 |
| Deferred financial income | |||
| arising from forward purchases | 20 | 25.432.820 | 52.987.513 |
| Unearned finance expense | |||
| arising from credit sales | 20 | (141.092.499) | (24.430.131) |
| Depreciation and amortisation on leases | 11 | 2.305.911.770 | 2.107.876.355 |
| Interest expense on leases, net | 22,11 | 458.635.670 | 268.967.876 |
| Adjustments related to unrealised | |||
| foreign currency translation differences | 32.977.422 | 113.326.201 | |
| Insurance income | 21 | (15.960.957) | (147.434.116) |
| Adjustments related to tax (income) / expense | 23 | 965.676.095 | 362.293.793 |
| Adjustments related to gain | |||
| on disposal of property, plant and equipment | 21 | 52.122.690 | 9.874.585 |
| Monetary gain/(loss) | 879.624.508 | (1.561.594.065) | |
| Changes in Working Capital | (139.398.598) | (802.236.401) | |
| Adjustments related to (increase)/decrease in trade receivables | |||
| Increase in due from related parties | (547.358.677) | (267.339.634) | |
| Increase in trade receivables from third parties | (335.274.756) | (376.080.054) | |
| Adjustments related to (increase)/decrease | |||
| in other current and non-current assets | (21.886.716) | 2.404.766 | |
| (Increase)/decrease in inventories | (130.397.048) | (254.302.629) | |
| (Increase)/decrease in prepaid expenses | (183.120.180) | (1.297.627.260) | |
| Adjustments for increase in trade payables | |||
| (Increase)/decrease in due to related parties | 270.176.009 | 753.598.952 | |
| (Increase)/decrease in trade payables to third parties | 423.888.284 | 288.349.709 | |
| Other payables / liabilities (decrease)/increase | 391.505.248 | 367.055.646 | |
| Increase/(decrease) in other liabilities | (6.931.762) | (18.295.897) | |
| Cash Flows from Operations | (898.989.655) | (462.028.888) | |
| Income taxes paid | 23 | (577.357.945) | (281.490.440) |
| Employee benefits paid | 13 | (298.184.264) | (163.567.818) |
| Litigation paid | 12 | (23.447.446) | (16.970.630) |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| Notes | 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|---|
| Cash Flows from Investing Activities | (955.966.364) | 510.746.267 | |
| Cash inflows from disposal | |||
| of property, plant and equipment | 39.220.003 | 74.203.842 | |
| Cash outflows from acquisition | |||
| of property, plant and equipment | 10 | (2.885.744.105) | (2.003.215.639) |
| Cash outflows from acquisition of intangible assets | (271.405.199) | (124.088.547) | |
| Cash advances given to related parties | - | 1.602.505.478 | |
| Insurance income | 15.960.957 | 147.434.116 | |
| Interest received | 2.146.001.980 | 813.907.017 | |
| Cash Flows from Financing Activities | (2.424.029.484) | 154.384.755 | |
| Capital increase | - | 41.689.370 | |
| Net cash inflows resulting from share premium | 5.162.247.620 | ||
| Cash inflows from borrowings | 4 | 372.521.121 | 1.035.387.903 |
| Cash outflows related to loan repayments | 4 | (410.491.559) | (3.742.326.755) |
| Interest paid | 4 | (23.774.483) | (409.129.711) |
| Interest payments related to leasing transactions | (458.635.670) | (339.583.654) | |
| Payments for lease transactions | 5 | (1.731.671.290) | (1.593.900.018) |
| Dividends paid | (146.500.000) | - | |
| Cash outflows related to the acquisition of the | |||
| Company's own shares and other equity-based instruments | (25.477.603) | - | |
| THE EFFECT OF MONETARY LOSS ON | |||
| CASH AND CASH EQUIVALENTS | (1.750.775.087) | (234.171.890) | |
| NET CHANGE IN | |||
| CASH AND CASH EQUIVALENTS | 337.433.680 | 5.291.860.174 | |
| CASH AND CASH EQUIVALENTS | |||
| AT THE BEGINNING OF THE PERIOD | 3 | 5.695.848.444 | 403.988.270 |
| CASH AND CASH EQUIVALENTS | |||
| AT THE END OF THE PERIOD | 3 | 6.033.282.124 | 5.695.848.444 |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
TAB Gıda Sanayi ve Ticaret A.Ş. ("the Company") was established on 4 August 1994. The principal activities of the Company and its subsidiaries ("the Group") are sub-letting brands and operating fast food hamburger, chicken and pizza restaurants under the Burger King, Popeyes, Sbarro, Arby's, Subway, Usta Dönerci and Usta Pideci brands. The Company operates the largest fast food hamburger restaurant chain in Turkey in terms of number of restaurants.
The Group operates and franchises Burger King, Popeyes, Sbarro and Arby's-branded restaurants under exclusive development and master franchise agreements and the owner of Usta Dönerci and Usta Pideci brands. Burger King and Popeyes brands are both owned by Restaurant Brands International Inc ("RBI"). The expiry dates of the master franchise and exclusivity rights under the Master Franchise Development Agreement ("MFDA") are as follows:
| Brand | Expiration Dates |
|---|---|
| Burger King— Quick Service Restaurant Business Türkiye | 1 December 2032 |
| Popeyes— Quick Service Restaurant Business Türkiye | 31 December 2026 |
| Sbarro— Quick Service Restaurant Business Türkiye | 31 December 2027 |
| Arby's— Quick Service Restaurant Business Türkiye | 31 December 2027 |
| Subway— Quick Service Restaurant Business Türkiye | 31 December 2029 |
The address of the Company is Dikilitaş Mahallesi Emirhan Caddesi No: 109 Beşiktaş, İstanbul.
As at 31 December 2024 the average number of personnel employed during the year is 16.092 (31 December 2023: 15.454).
As of 31 December 2024, the Group has a total of 1.830 open restaurants. The number of franchise restaurants in the total number of open restaurants is 820 as of 31 December 2024. (31 December 2023: The number of Group restaurants is 1.615, of which 687 are franchise restaurants).
TFI TAB Gıda Yatırımları Anonim Şirketi is the main shareholder of the Group and the main controlling party.
As at 31 December 2024, the list of subsidiaries is as follows:
A brief description of the Company's subsidiaries is as follows:
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
As at 31 December 2024, the list of branches is as follows:
• TAB Gıda Sanayi ve Ticaret A.Ş. – Northern Cyprus Branch "KUZEY KIBRIS"
The consolidated financial statements have been approved by the Board of Directors and authorised for issue on 3 March 2025. The General Assembly and other regulatory bodies are authorised to amend and restate the financial statements
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. It has also been presented in accordance with the TMS taxonomy published by the Public Oversight Authority (POA) on July 3, 2024.
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.
Entities applying TFRSs have started to apply inflation accounting in accordance with TAS 29 Financial Reporting in Hyperinflation Economies as of financial statements for the annual reporting period ending on or after 31 December 2023 with the announcements made by the Public Oversight Accounting and Auditing Standards Authority (POA) on 23 November 2023. TAS 29 is applied to the financial statements, including the consolidated financial statements, of any entity whose functional currency is the currency of a hyperinflationary economy.
The accompanying financial statements are prepared on a historical cost basis, except for financial investments measured at fair value and investment properties measured at revalued amounts.
Financial statements and corresponding figures for previous periods have been restated for the changes in the general purchasing power of Turkish lira and, as a result, are expressed in terms of purchasing power of Turkish lira as of 31 December 2024 as per TAS 29.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
On the application of TAS 29, the entity used the conversion coefficient derived from the Customer Price Indexes (CPI) published by Turkey Statistical Institute according to directions given by POA. The CPI for current and previous year periods and corresponding conversion factors since the time when the Turkish lira previously ceased to be considered currency of hyperinflationary economy, i.e., since 1 January 2005, were as follow:
| 2022 | 1128,45 | 64,27 | 2,3790 |
|---|---|---|---|
| 2023 | 1859,38 | 64,77 | 1,4438 |
| 2024 | 2684,55 | 44,83 | 1,0000 |
Assets and liabilities were separated into those that were monetary and non–monetary, with non–monetary items were further divided into those measured on either a current or historical basis to perform the required restatement of financial statements under TAS 29. Monetary items (other than index -linked monetary items) and non-monetary items carried at amounts current at ethe end of the reporting period were not restated because they are already expressed in terms of measuring unit as of 31 December 2024. Non-monetary items which are not expressed in terms of measuring unit as of 31 December 2024 were restated by applying the conversion factors. The restated amount of a non-monetary item was reduced, in accordance with appropriate TFRSs, in cases where it exceeds its recoverable amount or net realizable value. Components of shareholders' equity in the statement of financial position and all items in the statement of profit or loss and other comprehensive income have also been restated by applying the conversion factors.
Non-monetary items measured at historical cost that were acquired or assumed and components of shareholders' equity that were contributed or arose before the time when the Turkish lira previously ceased to be considered currency of hyperinflationary economy, i.e. before 1 January 2005, were restated by applying the change in the CPI from 1 January 2005 to 31 December 2024.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
The application of TAS 29 results in an adjustment for the loss of purchasing power of the Turkish lira presented in Net Monetary Position Gains (Losses) item in the profit or loss section of the statement of profit or loss and comprehensive income. In a period of inflation, an entity holding an excess of monetary assets over monetary liabilities loses purchasing power and an entity with an excess of monetary liabilities over monetary assets gains purchasing power to the extent the assets and liabilities are not linked to a price level. This gain or loss on the net monetary position is derived as the difference resulting from the restatement of non-monetary items, owners' equity and items in the statement of profit or loss and other comprehensive income and the adjustment of index linked assets and liabilities.
In addition, in the first reporting period in which TAS 29 is applied, the requirements of the Standard are applied as if the economy had always been hyperinflationary. Therefore, the statement of financial position at the beginning of the earliest comparative period, i.e. as of 1 January 2005, was restated as the base of all subsequent reporting. Restated retained earnings/losses in the statement of financial position as of 1 January 2005 was derived as balancing figure in the restated statement of financial position.
The individual financial statements of each Group entity are prepared in the currency of the primary economic environment in which the entity operates (its functional currency). The consolidated financial statements of the Group are presented in Turkish Lira ("TL"), which is the functional currency of the Group and the presentation currency of the Group's consolidated financial statements.
In preparing the consolidated financial statements of the Group, balance sheet items of companies whose functional currency is different from TL are translated into TL at the exchange rate ruling at the balance sheet date and income, expenses and cash flows are translated into TL at the exchange rate ruling at the date of the transactions (historical exchange rate) or, if the date cannot be determined, at the annual average exchange rate. The resulting translation difference is recognised in the foreign currency translation reserve under equity.
The functional currencies of the Company's subsidiaries in Georgia and Macedonia are Georgian Lari and Macedonian Dinar, respectively.
As at 31 December 2024, the buying exchange rates for assets are 1 Macedonian Dinar = TL 0,5974 and 1 Lari = TL 12,5628 (2023 December: 1 Macedonian Dinar = TL 0,5310 and 1 Lari = TL 10,9890), and the selling exchange rates for liabilities are 1 Macedonian Dinar = TL 0,5974 and 1 Lari = TL 12,5628 (2023 December: 1 Macedonian Dinar = TL 0,5310 and 1 Lari = TL 10,9890).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
The details of the Company's subsidiaries as at 31 December 2024 and 2023 are as follows:
| Subsidiaries | Business Segment | Country of Origin | 2024 | 2023 |
|---|---|---|---|---|
| TAB Georgia LLC | Quick Service Restaurant |
Georgia | %100 | %100 |
| TAB Limited Makedonija Dooel Petrovec |
Quick Service Restaurant |
Macedonia | %100 | %100 |
As at 31 December 2024 and 2023, the Group's branch information is as follows:
| Branch Name | Business Segment | Country of Origin |
|---|---|---|
| TAB Gıda Sanayi ve Ticaret A.Ş. – Northern Cyprus Branch |
Quick Service Restaurant | Northern Cyprus |
The consolidated financial statements include the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company fulfils the following conditions:
If a situation or event occurs that could lead to a change in at least one condition stated above, Company shall reassess whether it has control over its investment.
In cases where the Company does not have the majority voting right over the invested company/asset, if it has sufficient voting rights to direct/manage the activities of the relevant investment alone, it has control over the invested company/asset. The Company considers all relevant events and conditions in assessing whether the majority of the votes in the relevant investment is sufficient to gain control, including the following:
Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. The income and expenses of subsidiaries acquired or sold during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date of purchase to the date of sell out.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Each item of the profit or loss and other comprehensive income belongs to the parent shareholders and noncontrolling interests. Even if the non-controlling interests result in negative balance, the total comprehensive income of the subsidiaries is transferred to the parent company shareholders and non-controlling interests.
If necessary, adjustments regarding to the accounting policies have been made in the financial statements of the subsidiaries in order to be the in line with the accounting policies followed by the Group.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when there is a legally enforceable right to set off the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.
Significant changes in accounting policies are applied retrospectively and prior period financial statements are restated. The Group has not made any changes in accounting policies in the current year.
If the changes in accounting estimates and errors are for only one period, they are applied in the period in which the change is made and if they are for future periods, they are applied both in the period in which the change is made and prospectively in future periods. The Group has not changed any accounting estimates and no significant accounting policy errors have been identified in the current year.
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.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
i) The new standards, amendments and interpretations which are effective as of January 1, 2024 are as follows:
In March 2020 and January 2023, POA issued amendments to TAS 1 to specify the requirements for classifying liabilities as current or non-current. According to the amendments made in January 2023 if an entity's right to defer settlement of a liability is subject to the entity complying with the required covenants at a date subsequent to the reporting period ("future covenants"), the entity has a right to defer settlement of the liability even if it does not comply with those covenants at the end of the reporting period. In addition, January 2023 amendments require an entity to provide disclosure when a liability arising from a loan agreement is classified as non-current and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months. This disclosure must include information about the covenants and the related liabilities. The amendments clarify that the requirement for the right to exist at the end of the reporting period applies to covenants which the entity is required to comply with on or before the reporting date regardless of whether the lender tests for compliance at that date or at a later date. The amendments also clarified that the classification of a liability is unaffected by the likelihood that the entity will exercise its right to defer settlement of the liability for at least twelve months after the reporting period. The amendments must be applied retrospectively in accordance with TAS 8.
The amendments did not have a significant impact on the financial position or performance of the Group.
In January 2023, POA issued amendments to TFRS 16. The amendments specify the requirements that a sellerlessee 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 sellerlessee determining 'lease payments' that are different from the general definition of lease payments in TFRS 16. The seller-lessee will need to develop and apply an accounting policy that results in information that is relevant and reliable in accordance with TAS 8. A seller-lessee applies the amendments retrospectively in accordance with TAS 8 to sale and leaseback transactions entered into after the date of initial application of TFRS 16.
The amendments did not have a significant impact on the financial position or performance of the Group.
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.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Standards, interpretations and amendments to existing standards that are issued but not yet effective up to the date of issuance of the consolidated financial statements are as follows. the Group will make the necessary changes if not indicated otherwise, which will be affecting the consolidated financial statements and disclosures, when the new standards and interpretations become effective.
In December 2017, POA postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. Early application of the amendments is still permitted.
The Group will wait until the final amendment to assess the impacts of the changes.
POA issued TFRS 17 in February 2019, a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. TFRS 17 model combines a current balance sheet measurement of insurance contract liabilities with the recognition of profit over the period that services are provided. The mandatory effective date of the Standard postponed to accounting periods beginning on or after January 1, 2024 with the announcement made by the POA.
The standard is not applicable for the Group and will not have an impact on the financial position or performance of the Group.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
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 Group will wait until the final amendment to assess the impacts of the changes.
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 Group will wait until the final amendment to assess the impacts of the changes.
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.
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 nonrecourse assets and contractually linked instruments. Additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive income are added with the amendment.
The Group will wait until the final amendment to assess the impacts of the changes.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
In July 2024, the IASB issued Annual Improvements to IFRS Accounting Standards – Volume 11, amending the followings:
The Group will wait until the final amendment to assess the impacts of the changes.
In December 2024, the Board issued Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7). The amendment clarifies the application of the "own use" requirements and permits hedge accounting if these contracts are used as hedging instruments. The amendment also adds new disclosure requirements to enable investors to understand the effect of these contracts on a company's financial performance and cash flows.
The Group will wait until the final amendment to assess the impacts of the changes.
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 will wait until the final amendment to assess the impacts of the changes.
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 Group will wait until the final amendment to assess the impacts of the changes.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
A related party is a person or entity that is related to the entity that is preparing its financial statements (reporting company)..
(a) A person or a close member of that person's family is related to a reporting entity if The person in question,
(i) has control or joint control over the reporting company,
(ii) has significant influence over the Reporting company,
(iii) is a member of the key management personnel of the reporting company or of a parent of the reporting company
(b) A company is related to a reporting entity if any of the following conditions are met:
(i) The company and the reporting company are members of the same group (i.e. each parent, subsidiary and fellow subsidiary is related to the others
(ii) The company is an associate or joint venture of the other company (or of a member of a group of which the other company is a member)..
(iii) If both companies are joint ventures of the same third party.
(iv) One company is a joint venture of a third company and the other company is an associate of the third company. (v) The company has a post-employment benefit plan for the benefit of employees of the reporting company or of a company related to the reporting company. If the reporting company itself has such a plan, the sponsoring employers are also related to the reporting company.
(vi) If the company is controlled or jointly controlled by a person identified in (a).
(vii) A person identified in subparagraph (i) of paragraph (a) has significant influence over the company or is a member of the key management personnel of that company (or of a parent of that company).
A transaction with a related party is a transfer of resources, services or obligations between a reporting entity and a related party, regardless of whether a price is charged.
The Group's revenues consist of quick service revenues, sale of goods to restaurants operated by franchisees and third parties. Revenue is presented net of discounts. Indirect tax collected from customers is excluded from revenue and the obligation is included in tax payable until the taxes are remitted to the appropriate taxing authorities.
The Group recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services, using a 5-step approach to revenue recognition:
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Quick service restaurant revenues include (a) Company operated restaurants sales, (b) franchise revenues, and (c) installation and property revenues.
(a) Retail sales in group restaurants: Retail sales at Group restaurants are recognised at the time of sale. The Group recognises revenue on a net basins after deducting sales related taxes.
Sale of goods are recognized when it transfers control of a product or service to a customer.
The Group assesses whether a contract is, or contains, a lease at inception of the contract. The Group recognises a right-of-use asset and the related lease liability for all leases in which it is the lessee, except for short-term leases (leases with lease terms of 12 months or less) and leases of low-value assets. For these leases, the Group recognises lease payments as an operating expense on a straight-line basis over the lease term unless there is another systematic basis that better reflects the timing of the economic benefits derived from the leased assets.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
On initial recognition, lease liabilities are recognised at the present value of the lease payments outstanding at the inception of the lease, discounted at the lease rate. If this rate is not specified in advance, the Group uses an alternative borrowing rate determined by the Group.
Lease payments included in the measurement of the lease liability consist of the following:
The lease liability is presented as a separate line item in the statement of financial position. Lease liabilities are subsequently measured by increasing the net carrying amount to reflect interest on the lease liability (using the effective interest method) and decreasing the net carrying amount to reflect the lease payment made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
The Group has modified the contracts if needed during the periods presented.
Right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made on or before the commencement date and other direct initial costs. These assets are subsequently measured at cost less accumulated depreciation and impairment losses.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
A provision is recognised in accordance with IAS 37 when the Group incurs costs necessary to dismantle and remove a lease asset, restore the site on which the asset is located, or restore the underlying asset in accordance with the terms and conditions of the lease. These costs are included in the related right-of-use asset unless they are incurred to produce inventory.
Right-of-use assets are depreciated over the shorter of the lease term and the useful life of the underlying asset. The associated right-of-use asset is depreciated over the useful life of the underlying asset when the ownership of the underlying asset is transferred or when the Group plans to exercise a purchase option based on the cost of the right-of-use asset. Depreciation commences on the commencement date of the lease.
Right-of-use assets are presented as a separate line item in the statement of financial position.
The Group applies IAS 36 to determine whether right-of-use assets are impaired and recognises any impairment losses as set out in the 'Property, Plant and Equipment' policy.
Variable rents that are not linked to an index or rate are not included in the measurement of the lease liability and right-of-use asset. Related payments are recognised as an expense in the period in which the underlying event or events giving rise to the payments occur and are included in 'Other expenses' in the statement of profit or loss.
As a practical expedient, TFRS 16 permits a lessee to recognise all leases and non-lease related items as a single lease contract and not to present the non-lease related items separately. The Group has not used this practical expedient.
Leases for which the Group is a lessor are classified operating leases. Under operating leases, leased assets are classified under investment property, property, plant and equipment or other current assets in the consolidated balance sheet and rental income is recognised in the consolidated income statement in equal amounts over the lease term. Rental income is recognised in the consolidated income statement on a straight-line basis over the lease term.
Borrowing costs are capitalised for assets that will take a substantial period of time to get ready for their intended use or sale. When the construction of these assets is completed and they are ready for their intended use, they are reclassified to property, plant and equipment. Such assets are depreciated when they are ready for use, in accordance with the depreciation method used for other fixed assets.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Transactions related to the financing of a qualifying asset may result in the provision of some or all of the funds for the qualifying assets for a period of time prior to their utilisation and the incurrence of borrowing costs for this period. In such cases, these funds are generally invested in temporary investments until the investment in qualifying assets is made. In determining the borrowing costs that can be capitalised for a period, investment income from such borrowed funds is deducted from the borrowing costs incurred.
All other borrowing costs are recognised in the income statement in the period in which they are incurred.
Inventories are valued at the lower of cost or net realisable value. Costs, including an appropriate portion of fixed and variable overheads, are valued using the method most appropriate to the particular class of inventory, with the majority being valued using the weighted average method. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. When the net realisable value of inventories is less than cost, the inventories are written down to their net realisable value and the expense is included in the statement of income in the year the write-down or loss occurred. An impairment loss is reversed when the circumstances that previously caused inventories to be written down to net realisable value no longer exist or when there is evidence of an increase in net realisable value due to changing economic conditions. The amount cancelled is limited to the amount of impairment previously recognised.
As of 31 December 2019, the Group has changed its accounting policies on plant, machinery and equipment, considering the more accurate and reliable presentation of transactions related to financial position, performance or cash flows. The Group has revalued the related items as of 31 December 2023, 2022, and 2021 due to significant fluctuations in the fair value of plant, machinery and equipment. The Group has adopted the revaluation method for plant, machinery and equipment and the cost method for vehicles, fixtures and leasehold improvements.
Plant, machinery and equipment held for use in the production or supply of goods or services or for administrative purposes are stated at revalued amounts. The revalued amount is determined by deducting accumulated depreciation and accumulated impairment losses arising in subsequent periods from the fair value determined at the revaluation date. Revaluations are carried out at regular intervals so that the fair value to be determined at the balance sheet date does not differ materially from the carrying amount. The increase arising from the revaluation of such plant, machinery and equipment is recognised in the revaluation reserve in equity. Any increase in value arising on revaluation is recognised in the statement of profit or loss to the extent of any impairment loss previously recognised in the statement of profit or loss. A decrease in the carrying amount of plant, machinery and equipment resulting from a revaluation is recognised in profit or loss to the extent that it exceeds the balance in the revaluation reserve related to the previous revaluation of the asset.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Depreciation of revalued plant, machinery and equipment is recognised in the statement of profit or loss. When the revalued plant, machinery and equipment are sold or withdrawn from service, the remaining balance in the revaluation reserve is transferred directly to retained earnings. Unless the asset is derecognised, no transfer is made from the revaluation reserve to retained earnings.
The Group capitalises costs related to specialists assigned to restaurant construction projects, which are allocated to each newly opened restaurant. The capitalised costs comprise wage payments and related travel expenses of employees who are fully engaged in restaurant construction projects. Capitalised wage payments are allocated to each new restaurant location based on the hours spent on the related project. The Group starts to capitalise on the related costs when the development of the project becomes probable, the site is identified, and the related profitability assessment is accepted. Repair and maintenance costs are expensed as incurred.
Land and land improvements are not depreciated. Plant, machinery and equipment are stated at revalued amounts less accumulated depreciation and accumulated impairment losses.
Property, plant and equipment, other than land and construction in progress, are depreciated over their estimated useful lives using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis.
An item of property, plant and equipment is derecognised when it is disposed of or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. According to the Group's choice of accounting policy, the revaluation surplus in the revaluation surplus fund is not transferred to retained earnings unless the asset is derecognised.
Acquired intangible assets with finite useful lives are carried at cost less accumulated amortisation and accumulated impairment losses. These assets are amortised on a straight-line basis over their estimated useful lives.
The estimated useful lives and amortisation method are reviewed at each year end, with the effect of any changes in estimate being accounted for on a prospective basis. Separately acquired intangible assets with indefinite useful lives are carried at cost less accumulated impairment losses.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Licences acquired are carried at historical cost. Trademarks and licences have finite useful lives and are stated at cost less accumulated amortisation. Trademarks and licences are amortised on a straight-line basis over their expected useful lives.
Purchased computer software is capitalised at the time of purchase and at the cost incurred from the time of purchase until the software is ready for use. These costs are amortised over their useful lives.
Costs associated with developing and maintaining computer software are recognised in the consolidated statement of comprehensive income in the period in which they are incurred. Costs that are directly attributable to the development of identifiable and unique software products controlled by the Group and that are expected to generate economic benefits exceeding cost for more than one year are recognised as intangible assets. Costs include the costs of employees developing the software and a portion of production overheads. Computer software development costs that can be considered as intangible assets are amortised over their economic lives.
The Group is required to pay a restaurant opening franchise fee to the franchisor before opening a new restaurant. Restaurant opening franchise fees related to the Company's own-operated restaurants are capitalised as intangible assets and amortised on a straight-line basis over the term of the franchise agreement (generally 20 years).
Prior to the opening of a new franchise, the Group receives a restaurant opening franchise fee from the subfranchise and pays an opening franchise fee to the parent franchise. The restaurant opening fee received from the sub-franchisee is recognised as deferred revenue and recognised in the statement of profit or loss over the term of the agreement.
An intangible asset is derecognised when it is disposed of or when no future economic benefits are expected from its use or disposal. The gain or loss arising on derecognition of an intangible asset is calculated as the difference between the net proceeds from disposal of the asset, if any, and its carrying amount. This difference is recognised in profit or loss when the related asset is derecognised.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
At each reporting date, the Group assesses whether there is any indication that an impairment loss has been recognised in respect of property, plant and equipment and intangible assets. If any such indication exists, the recoverable amount of the asset is estimated. For intangible assets that are not available for use, the recoverable amount is estimated at each reporting date. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is estimated.
The recoverable amount is the higher of fair value less costs to sell and value in use. In calculating value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the time value of money and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. Impairment losses arising in this case are recognised in the income statement. However, if the related asset is revalued, the impairment loss is deducted from the revaluation reserve.
The increase in the carrying amount of the asset (or cash-generating unit) resulting from the reversal of an impairment loss should not exceed the carrying amount (net of amortisation) that would have been determined had no impairment loss been recognised in prior years. The reversal of an impairment loss is recognised in the statement of profit or loss. Still, if the asset is revalued, the reversed impairment loss is added to the revaluation reserve.
Assets with indefinite lives, for example, goodwill, are not subject to amortisation and are tested annually for impairment. Depreciable assets are reviewed for impairment whenever events or changes in circumstances indicate that the net carrying amount may not be recoverable.
An impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.
For the purpose of assessing impairment, assets are grouped at the lowest level for which there are 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.
Turkish tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return. Therefore, income taxes, as reflected in the accompanying consolidated financial statements, have been calculated on a separate-entity basis.
Income tax expense comprises current tax and deferred tax.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Current tax liability is recognised on taxable profit for the period. Taxable profit differs from profit as reported in the statement of profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated and recognised separately for each consolidated entity using the statutory tax rate for the related period.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are recognised for all taxable temporary differences, whereas deferred tax assets resulting from deductible temporary differences are recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary difference can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for all taxable temporary differences associated with investments in subsidiaries and associates and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from taxable temporary differences associated with such investments and interests are recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and it is probable that the temporary differences will reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date. The carrying amount of deferred tax assets is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the reporting date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Current and deferred tax associated with items credited or debited directly to equity (in which case the deferred tax relating to those items is also recognised directly in equity) are recognised as an expense or income in the consolidated statement of comprehensive income.
Under Turkish law and union agreements, lump sum payments are made to employees retiring or involuntarily leaving the Group. Such payments are considered as defined retirement benefit plans in accordance with TAS 19 "Employee Benefits".
The retirement benefit obligation recognised in the consolidated balance sheet represents the net present value of the defined benefit obligation. The cost of providing defined benefit plans and other long-term employee benefits is determined by actuarial valuations performed at each balance sheet date using the projected unit credit method. Past service cost is recognised as an expense immediately when the benefit is earned, otherwise it is recognised equally over the period until the benefit is earned. The provision for employee termination benefits in the balance sheet represents the present value of the defined benefit obligation as adjusted for past service cost. There is no funding requirement for defined benefit plans. All actuarial gains and losses are recognised in equity.
Payments made for defined contribution pension plans are recognised as an expense in the period in which the contributions are made. Payments to the Social Security Institution are treated as payments to defined contribution pension plans and the Group's obligations are similar to those of defined contribution pension plans. Payments to the Social Security Institution are mandatory. After making these payments, the Group has no further payment obligations. Contributions are recognised as employee benefit expenses in the period in which the service is rendered.
The Group classifies its financial assets into three categories: financial assets at amortised cost, financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. The classification is based on the business model used by the entity to manage financial assets and the characteristics of the contractual cash flows of the financial asset. The Group classifies its financial assets at the date of acquisition.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Financial assets that meet the following conditions are subsequently measured at amortised cost
The allowance for doubtful receivables for trade receivables is calculated based on the expected credit loss model. The expected credit loss model on trade receivables is based on an allowance matrix created based on the debtor's past uncollectability experience and the debtor's current financial position. The Group management has concluded that the allowance for doubtful receivables on the Group's receivables that are not overdue in accordance with TFRS 9 is not significant since a significant portion of the Group's sales is collected in cash or by credit card.
The Group recognises a provision for trade receivables when there is information indicating that the debtor is in serious financial difficulty and there is no realistic prospect of recovery, for example, if the debtor is placed into liquidation or bankruptcy proceedings or if the trade receivables are due in more than two years. None of the impaired trade receivables are subject to enforcement actions.
Financial assets that meet the following conditions are measured at fair value through other comprehensive income:
Financial assets at fair value through profit or loss:
A financial asset is measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
The Group measures a financial liability at fair value on initial recognition. Transaction costs directly attributable to the acquisition or issue of financial liabilities other than those at fair value through profit or loss are added to the fair value on initial recognition.
The Group classifies all financial liabilities as measured at amortised cost on subsequent recognition, except for the following:
The Group does not reclassify any financial liabilities.
The Group derecognises financial liabilities only when the Group's obligations are discharged, cancelled or expire. Any difference between the carrying amount of the financial liability derecognised and the amount paid or payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.
A provision is recognised in the consolidated financial statements when the Group has a present obligation as a result of a past event, 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.
The amount recognised as provision is the most reliable estimate of the expenditure required to settle the obligation at the reporting date, taking into account the risks and uncertainties associated with the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Incentive shares received by the Group in advance from the sellers according to the purchase contracts are recognised as deferred income in the consolidated balance sheet and transferred to profit or loss accounts according to the consumption amounts of the products subject to the contract during the period. Advances received from franchisees are also recognised as deferred income.
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised as a reduction of retained earnings in the period in which the dividend distribution is decided and classified as dividend payable.
Cash and cash equivalents comprise cash on hand, demand deposits held at financial institutions, and other shortterm highly liquid investments with original maturities of three months or less that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value and current accounts at banks.
Trade receivables arising from the provision of goods or services to the buyer are initially recognised at the original invoice amount and subsequently measured at amortised cost using the effective interest method. Short-term receivables with no stated interest rate are measured at the original invoice amount unless the effect of imputing interest is significant. The "simplified approach" is applied in the impairment calculations of trade receivables that are recognised at amortised cost in the financial statements and do not contain a significant financing component (less than 1 year). Under the simplified approach, when trade receivables are not impaired for specific reasons (other than realised impairment losses), the allowance for impairment losses on trade receivables is measured at an amount equal to "lifetime expected credit losses". Subsequent to the recognition of the allowance for impairment loss, if some or all of the impaired receivable amount is collected, the amount collected is recognised in other operating income, net of any impairment loss. Credit finance income/expenses and foreign exchange gains/losses on trade transactions are recognised in "Other operating income/expenses" in the consolidated statement of profit or loss.
Trade payables represent obligatory payments for goods and services provided by suppliers for the ordinary activities of the Group. If the expected period for settlement of trade payables is one year or less (or longer but within the normal operating cycle of the entity), they are classified as current liabilities. Otherwise, they are classified as non-current liabilities.
Trade payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Operating segments are evaluated in parallel with the internal reporting and strategic segments presented to the bodies or persons authorised to make decisions regarding the Group's activities. For the purpose of making decisions regarding the resources to be allocated to these segments and evaluating the performance of the segments, the bodies and individuals who are authorised to make strategic decisions regarding the Company's operations are defined as the Group's senior management.
As of 31 December 2024, and 2023, the Company does not report segmental financial information since there are no different geographical regions and different types of operating segments followed by the Company management. Therefore, in accordance with the relevant provisions of TFRS 8, "Operating Segments", the Group has only one reportable operating segment and financial information is not reported by operating segments.
Pre-opening expenses and restaurant expenses related to temporary closures consist of pre-opening costs incurred for newly opened restaurants and temporary closures. There is a construction process to prepare the new restaurants for operation. The Group recognises rent expenses, personnel expenses and personnel training expenses in the statement of profit or loss in the period in which they are incurred.
In the consolidated statement of cash flows, cash flows are classified according to operating, investing and financing activities.
Cash flows from operating activities represent cash flows used in operating activities and cash flows generated from operating activities of the Group.
Cash flows from investing activities represent the cash flows used in and provided by investing activities (fixed asset investments and financial investments).
Cash flows from financing activities represent the Group's use of resources in financing activities and the repayment of these resources.
Cash and cash equivalents comprise cash on hand and bank deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash with maturities of three months or less.
Subsequent events cover all events that occur between the reporting date and the date when the financial statements are authorised for issue, even if they occur after the announcement of any profit for the period or the public disclosure of other selected financial information.
The Group adjusts the amounts recognised in the financial statements if events requiring adjustment occur after the reporting date.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
In the process of applying the accounting policies described in Note 2.5, management has made the following judgements that have the most significant effect on the amounts recognised in the financial statements:
The Group makes significant judgements in determining the useful lives of property, plant and equipment. The judgements are based on management's prior experience. The Group calculates depreciation and amortisation over the estimated useful lives. Therefore, changes in useful lives will result in changes in future depreciation and amortisation. Please refer to Note 9 for details.
The Group has performed impairment test for each restaurant and analysed the recoverable amount of the fixed assets of the restaurants. This impairment test was applied for leasehold improvements, machinery and equipment, fixtures and fittings and franchise opening fee. The value in use of the assets subjected to the test is less than the fair value less costs to sell, therefore the recoverable amount of the related assets is determined as value in use.
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses the alternative borrowing rate to measure the lease liabilities. The alternative borrowing rate is the interest rate that the Group would have to pay to borrow with a similar maturity and similar collateral, and the funds required to acquire an asset of similar value to the right-of-use asset in similar economic conditions.
The Group determines the lease term as the non-cancellable lease term if it is reasonably certain that the option to extend the lease will be exercised for the period of the lease or if it is reasonably certain that the option to terminate the lease will not be exercised for the period of the lease. The Group has several lease agreements that include extension and termination options. The Group uses judgement in assessing whether it is reasonably certain whether to exercise the option to renew or terminate the lease. It considers all relevant factors that create an economic incentive to renew or terminate the contract.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Under Turkish law and union agreements, lump sum payments are made to employees retiring or involuntarily leaving the Group. Such payments are considered as defined retirement benefit plans by the TAS 19 Employee Benefits Standard ("TAS 19").
The retirement benefit obligation recognised in the financial statements is calculated by estimating the net present value of the future probable obligation of the Company arising from the retirement of all employees and reflected in the financial statements. All actuarial gains and losses are recognised in other comprehensive income. Please refer to Note 13 for the estimates related to the calculation.
The consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to realise the benefits from its assets and settle its liabilities within the next year and in the normal course of business.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Cash on hand | 24.793.452 | 62.690.696 |
| Demand deposits at bank | 33.820.984 | 191.850.093 |
| Time deposits at bank | 5.932.442.810 | 5.389.556.635 |
| Other cash equivalents (*) | 42.224.878 | 51.751.020 |
| 6.033.282.124 | 5.695.848.444 |
(*) Other cash and cash equivalents consist of receivables from credit card sales which are realised in cash within 1 day on average. The Group pays commission to banks for the collection of credit card receivables before the original maturity date. The remaining balance consists of receivables from internet payment platforms with an average maturity of 7 days.
The details of time deposits at the bank are as follows:
| Currency Type | ||||
|---|---|---|---|---|
| Interest Rate (%) | Maturity | 31 December 2024 | ||
| TL | %47 - %51 | 2 Jan - 31 Jan 2025 | 5.932.442.810 | |
| 5.932.442.810 | ||||
| Currency Type | Interest Rate (%) | Maturity | 31 December 2023 | |
| USD | %45 | 2 Jan 2024 | 796.433.191 | |
| TL | %40 - %47 | 2 Jan - 29 March 2024 | 4.593.123.444 | |
| 5.389.556.635 |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
The details of the Group's financial liabilities as at 31 December 2024 and 2023 are as follows:
| 31 December 2024 | 31 December 2023 | ||
|---|---|---|---|
| Short term bank borrowings | 21.590.544 | 81.867.978 | |
| Current portion of long-term borrowings | - | 52.088.326 | |
| Total short-term borrowings | 21.590.544 | 133.956.304 | |
| Details of the bank loans are as follows: | |||
| Weighted Average | 31 December 2024 | ||
| Currency Type | Effective Interest Rate | Current | Non- Current |
| TL | - | 21.590.544 | - |
| 21.590.544 | - | ||
| Weighted Average | 31 December 2023 | ||
| Currency Type | Effective Interest Rate | Current | Non- Current |
| TL | %40 | 133.956.304 | - |
| 133.956.304 | - |
The movement of the Group's financial liabilities as of December 31, 2024, and 2023:
| 2024 | 2023 | |
|---|---|---|
| Opening | 133.956.304 | 3.211.415.611 |
| Cash inflow from borrowings | 372.521.121 | 1.035.387.903 |
| Cash outflow from borrowings | (410.491.559) | (3.742.326.755) |
| Exchange differences | 154.410 | 330.066.289 |
| Interest paid | (23.774.483) | (409.129.711) |
| Interest expenses | 19.475.909 | 396.171.641 |
| Monetary gain | (70.251.158) | (687.628.674) |
| Closing balanace | 21.590.544 | 133.956.304 |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Short-term lease liabilities | 1.383.948.148 | 1.002.199.875 |
| Total short-term lease liabilities | 1.383.948.148 | 1.002.199.875 |
| Long-term lease liabilities | 2.263.025.763 | 1.938.658.622 |
| Total long-term lease liabilities | 2.263.025.763 | 1.938.658.622 |
| Total lease liabilities | 3.646.973.911 | 2.940.858.497 |
| 31 December 2024 | 31 December 2023 | |
| To be paid within 1 year | 1.383.948.148 | 1.002.199.875 |
| To be paid between 1-2 years | 844.699.101 | 680.568.147 |
| To be paid between 2-3 years | 561.432.246 | 477.479.218 |
| To be paid between 3-4 years | 210.768.251 | 310.645.542 |
| To be paid between 4-5 years | 646.126.165 | 469.965.715 |
| 3.646.973.911 | 2.940.858.497 |
The movement of the Group's finance lease payables as at 31 December 2024 and 2023 is as follows:
| 2024 | 2023 | ||
|---|---|---|---|
| Opening balance as of 1 January | 2.940.858.497 | 3.560.980.941 | |
| Purchases | 3.295.955.020 | 2.264.847.720 | |
| Payments | (1.731.671.290) | (1.593.900.018) | |
| Exchange differences, net | 32.977.422 | 113.326.201 | |
| Interest expense | 458.635.670 | 268.967.876 | |
| Monetary gain | (1.349.781.408) | (1.673.364.223) | |
| Closing balance at 31 December | 3.646.973.911 | 2.940.858.497 |
| Current trade receivables | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Trade receivables | 665.050.549 | 565.512.445 |
| Trade receivables from related parties (Note 24) | 732.553.326 | 382.547.812 |
| Impairment provision for trade receivables (-) | (12.979.436) | (9.764.561) |
| 1.384.624.439 | 938.295.696 |
The majority of the Group's sales consist of cash sales. Trade receivables consist of sales to sub-franchise companies and receivables from food voucher companies. Trade receivables are discounted using an annual interest rate of 40% (2023: 37%).
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
The impairment provision for trade receivables has been determined based on past experience of uncollectibility.
Notes receivables balance consists of post-dated cheques and notes received from franchisors within the scope of commercial works.
The movement of impairment provision for trade receivables is as follows:
| 2024 | 2023 | |
|---|---|---|
| Opening balance as of 1 January | (9.764.561) | (2.705.026) |
| Allowance for doubtful receivables | (7.276.716) | (13.384.328) |
| Monetary gain/loss | 4.061.841 | 6.324.793 |
| Closing balance at 31 December | (12.979.436) | (9.764.561) |
The nature and level of risks related to trade receivables are disclosed in Note 25.
| b) Trade Payables | ||
|---|---|---|
| Short-term trade payables | 31 December 2024 | 31 December 2023 |
| Trade payables (*) | 599.153.127 | 630.300.998 |
| Trade payables to related parties (Note 24) | 1.363.944.971 | 1.531.730.618 |
| 1.963.098.098 | 2.162.031.616 | |
| Long-term trade payables | ||
| Trade payables (*) | 151.720.386 | 202.437.457 |
| 151.720.386 | 202.437.457 |
(*) Master Franchise and Development Agreement (MFDA)
On 29 March 2019, RBI and Tab Gıda signed a Second Amended and Restated Development Agreement ("MFDA") for exclusive rights and licences to operate Burger King restaurants in Turkey, effective until 1 December 2031. According to the MFDA, payments must be repaid in amounts indicating the annual franchise fees. 2019 annual franchise fees for 20 restaurants; 2020 annual franchise fees for 35 restaurants; annual franchise fees for 40 restaurants each year between 2021 and 2031. On 30 September 2020 and 14 October 2020, due to COVID-19, the development target for 2020 was set to 0 and the development calendar was extended from 2031 to 2032. Therefore, the annual franchise fees payable in 2020 for 35 restaurants became the annual franchise fee for 2021. The annual franchise fees to be paid for 40 restaurants between 2021 and 2031 will be realised between 2022 and 2032. According to this agreement, the total liability from the balance sheet date until 2032 is reflected in the financial statements and the amounts are TL 28.206.467 for short term trade payables and TL 151.720.386 for long-term trade payables.
Trade payables are discounted using the effective interest method. The effective interest rate of 40% has been used to determine the value of trade payables (31 December 2023: 37%).
The nature and level of risks related to trade payables are disclosed in Note 25.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| Short-term other receivables | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Receivables from tax office | 1.808.783 | 2.206.749 |
| Deposits and guarantees given | - | 1.625.755 |
| Accrued income | 811.739 | 291.229 |
| 2.620.522 | 4.123.733 | |
| Long-term other receivables | ||
| Deposits and guarantees given (*) | 30.032.251 | 33.084.010 |
| Other | 2.943.168 | 5.635.711 |
| 32.975.419 | 38.719.721 |
(*) Deposits and guarantees represent deposits given to the relevant administrative units for rents and connection fees such as electricity, natural gas and water. Deposit amounts are returned at the end of the lease agreement.
| Short-term other payables | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Deposits and guarantees received (*) Other |
36.743 5.688 |
1.024.671 147.045 |
| 42.431 | 1.171.716 |
(*) Deposits and guarantees represent the deposits received from the relevant sub-franchisee companies for connection fees such as electricity, natural gas and water. Deposit amounts are returned at the end of the lease agreement.
The nature and level of risks related to other receivables and payables are disclosed in Note 25.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Raw materials | 366.561.515 | 379.868.903 |
| Other inventory | 26.905.126 | 27.383.708 |
| 393.466.641 | 407.252.611 |
| Plant | ||||||
|---|---|---|---|---|---|---|
| Machinery & | Furniture & | Leasehold | Construction | |||
| Equipment | Vehicles | Fixture | improvements | in progress | Total | |
| Cost: | ||||||
| Opening balance as of 1 January 2024 | 10.335.325.841 | 37.902.020 | 3.815.931.357 | 3.310.162.698 | 276.381.623 | 17.775.703.539 |
| Additions | 947.645.209 | - | 635.261.708 | 1.037.917.653 | 264.919.535 | 2.885.744.105 |
| Disposals | (115.128.006) | (157.464) | (411.627.921) | (53.012.336) | - | (579.925.727) |
| Currency translation effect | - | - | (108.332.662) | - | - | (108.332.662) |
| Closing balance on | ||||||
| 31 December 2024 | 11.167.843.044 | 37.744.556 | 3.931.232.482 | 4.295.068.015 | 541.301.158 | 19.973.189.255 |
| Accumulated Depreciation: | ||||||
| Opening balance as of 1 January 2024 | (6.244.774.361) | (7.851.327) | (2.361.138.087) | (1.615.893.992) | - | (10.229.657.767) |
| Charge for the period | (868.981.550) | (9.241.074) | (304.348.277) | (383.581.637) | - | (1.566.152.538) |
| Disposals | 70.546.823 | 151.262 | 378.170.019 | 39.714.930 | - | 488.583.034 |
| Currency translation effect | - | - | 34.587.204 | - | - | 34.587.204 |
| Closing balance on | ||||||
| 31 December 2024 | (7.043.209.088) | (16.941.139) | (2.252.729.141) | (1.959.760.699) | - | (11.272.640.067) |
| Net Book Value | 4.124.633.956 | 20.803.417 | 1.678.503.341 | 2.335.307.316 | 541.301.158 | 8.700.549.188 |
Depreciation expenses amounting to TL 1.420.500.352 is included in cost of sales and TL 145.652.186 is included in general administrative expenses (2023: TL 1.226.485.735 is included in cost of sales and TL 125.758.736 is included in general administrative expenses).
| Plant | Construction | |||||
|---|---|---|---|---|---|---|
| Machinery & | Furniture & | Leasehold | ||||
| Equipment | Vehicles | Fixture | improvements | in progress | Total | |
| Cost: | ||||||
| Opening balance as of 1 January 2023 |
8.982.007.532 | 22.572.622 | 3.327.339.374 | 2.685.200.138 | 170.183.405 | 15.187.303.071 |
| Additions | 621.498.562 | 33.317.453 | 532.623.930 | 709.577.477 | 106.198.218 | 2.003.215.640 |
| Disposals | (121.231.131) | (17.988.055) | (39.026.263) | (83.263.881) | - | (261.509.330) |
| Revaluation gain |
853.050.878 | - | - | - | - | 853.050.878 |
| Translation difference | - | - | (5.005.684) | (1.351.036) | - | (6.356.720) |
| Closing balance on | ||||||
| 31 December 2023 | 10.335.325.841 | 37.902.020 | 3.815.931.357 | 3.310.162.698 | 276.381.623 | 17.775.703.539 |
| Accumulated Depreciation: | ||||||
| Opening balance as of 1 January 2023 | (5.118.159.417) | (19.316.533) | (2.051.166.140) | (1.397.561.787) | - | (8.586.203.877) |
| Charge for the period | (721.660.814) | (4.416.560) | (354.463.798) | (271.703.299) | - | (1.352.244.471) |
| Disposals | 69.106.623 | 15.881.766 | 39.696.973 | 52.745.540 | - | 177.430.902 |
| Revaluation gain |
(474.060.753) | - | - | - | - | (474.060.753) |
| Translation difference | - | - | 4.794.878 | 625.554 | - | 5.420.432 |
| Closing balance on | ||||||
| 31 December 2023 | (6.244.774.361) | (7.851.327) | (2.361.138.087) | (1.615.893.992) | - | (10.229.657.767) |
| Net Book Value | 4.090.551.480 | 30.050.693 | 1.454.793.270 | 1.694.268.706 | 276.381.623 | 7.546.045.772 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
The depreciation periods for property, plant and equipment are as follows:
| Useful Life | |
|---|---|
| Machinery and equipment | 5-25 years |
| Vehicles | 4-5 years |
| Fixtures and furniture | 3-10 years |
| Leasehold improvements | 2-20 years |
The Group has assessed each restaurant as a cash-generating unit (CGU) and performed an impairment test for each CGU and analysed the recoverable amount of the fixed assets of the restaurants. This impairment test was applied for leasehold improvements, machinery and equipment and fixtures and fittings. The recoverable amount of cash generating units is determined using cash flow projections extended from 5 years to 10 years.
For each CGU, the Group has recognised impairment only for leasehold improvements since the average useful life of leasehold improvements is approximately 10 years and other assets in restaurants can be transferred in case of closure of a restaurant. Therefore, the restaurant impairment analysis is based on 10-year cash flow projections and no terminal value is assumed. Impairment test is performed for the restaurants, each of which is a separate cash-generating units (NÜB), for which there is an indication of impairment.
Impairment and reversals are included in income and expenses from investing activities in the income statement (Note 21).
In recent years, in order to appropriately reflect the impact of monetary devaluation on the book value of tangibles assets, the Management has decided to implement the revaluation model for tangible fixed assets, effective from December 31, 2019. Subsequently, revaluations were made as of December 31, 2021, 2022, and 2023. Fair value measurements as of December 31, 2023, were performed by Kale Taşınmaz Değerleme ve Danışmanlık A.Ş.., an independent appraisal company in Turkey with no relationship with the Group. The said valuation company is authorized by the CMB, provides real estate, plant, machinery and equipment appraisal services in accordance with capital markets legislation and has sufficient experience and qualification in fair value measurements.
The fair value of plant, machinery and equipment is determined as replacement cost by multiplying the initial purchase cost by the average increase in foreign currency and inflation index for the period between the acquisition date and the valuation date and then adjusted for accumulated depreciation, impairment and impairment, if any, based on the experience of the valuation experts.
As at 31 December 2024, information on the Group's plant, machinery and equipment and the fair value hierarchy of these assets are shown in the table below:
| Level 1 | Level 2 | Level 3 | |
|---|---|---|---|
| Machinery and Equipment | - | 4.124.633.958 | - |
| - | 4.124.633.958 | - |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| Tangible | Valuation | Significant | Sensitivity |
|---|---|---|---|
| Fixed Assets | Techniques | unobservable input(s) | |
| Plant, machinery and equipment |
Cost Approach |
Valuation expert's estimations and depreciation rates used in the valuation. |
Valuation expert's judgement based on experience impacts the fair value of machinery and equipment. A change in ratio of foreign currencies and inflation index would result in an increase in fair value, and vice versa. |
| Initial | Rights and | ||
|---|---|---|---|
| Franchise Fees | Licenses | Total | |
| Cost: | |||
| Opening balance | |||
| as of 1 January 2024 | 656.172.810 | 686.267.424 | 1.342.440.234 |
| Additions | 86.193.038 | 185.212.161 | 271.405.199 |
| Disposals | - | (373.855) | (373.855) |
| Currency translation differences | (75.615.224) | - | (75.615.224) |
| Closing balance | |||
| as of 31 December 2024 | 666.750.624 | 871.105.730 | 1.537.856.354 |
| Accumulated Amortization: | |||
| Opening balance | |||
| as of 1 January 2024 | (222.603.960) | (275.884.100) | (498.488.060) |
| Charge for period | (24.781.947) | (59.771.689) | (84.553.636) |
| Disposals | - | 6.000 | 6.000 |
| Closing balance | |||
| as of 31 December 2024 | (247.385.907) | (335.649.789) | (583.035.696) |
| Net Book Value | 419.364.717 | 535.455.941 | 954.820.658 |
Amortization amounts of TL 76.690.148 included in the cost of goods sold, and TL 7.863.488 is included in general administrative expenses (as of December 31, 2023:TL 61.222.573) have been included in the cost of goods sold, and TL 6.277.507 in general administrative expenses) The Group's intangible assets consist of franchise opening fees paid for new restaurants, rights and licences. The amortisation period is 20 years for franchise opening fees and 2-20 years for licences.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless
otherwise indicated.)
| Initial | Rights and | ||
|---|---|---|---|
| Franchise Fees | Licenses | Total | |
| Cost: | |||
| Opening balance | |||
| as of 1 January 2023 | 633.089.946 | 585.803.231 | 1.218.893.177 |
| Additions | 23.445.601 | 100.642.946 | 124.088.547 |
| Disposals | (362.737) | (128.314) | (491.051) |
| Currency translation effect | - | (50.439) | (50.439) |
| Closing balance | |||
| as of 31 December 2023 | 656.172.810 | 686.267.424 | 1.342.440.234 |
| Accumulated Amortization: | |||
| Opening balance | |||
| as of 1 January 2023 | (200.198.586) | (234.955.565) | (435.154.151) |
| Charge for the period | (22.538.377) | (44.961.704) | (67.500.080) |
| Disposals | 133.003 | 128.314 | 261.317 |
| Currency translation effect | - | 3.904.854 | 3.904.855 |
| Closing Balance | |||
| As of 31 December 2023 | (222.603.960) | (275.884.100) | (498.488.060) |
| Net Book Value | 433.568.850 | 410.383.324 | 843.952.174 |
| Restaurants | Property | Vehicles | Total | |
|---|---|---|---|---|
| Cost: | ||||
| Opening balance | ||||
| as of 1 January 2024 | 9.217.592.313 | 47.391.398 | 57.052.811 | 9.322.036.521 |
| Additions | 3.011.005.357 | 151.170.352 | 133.779.311 | 3.295.955.020 |
| Disposals | (416.973.742) | (271.421) | (55.992.239) | (473.237.402) |
| Closing balance | ||||
| as of 31 December 2024 | 11.811.623.928 | 198.290.329 | 134.839.882 | 12.144.754.139 |
| Accumulated Amortization: | ||||
| Opening balance | ||||
| as of 1 January 2024 | (4.155.777.971) | (31.654.200) | (40.130.751) | (4.227.562.922) |
| Charge for the period | (2.256.984.201) | (29.454.840) | (19.472.729) | (2.305.911.770) |
| Disposals | 107.299.189 | 220.653 | 55.483.662 | 163.003.504 |
| Closing balance | ||||
| as of 31 December 2024 | (6.305.462.983) | (60.888.387) | (4.119.818) | (6.370.471.188) |
| Net Book Value | 5.506.160.945 | 137.401.942 | 130.720.064 | 5.774.282.951 |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| Restaurants | Property | Vehicles | Total | |
|---|---|---|---|---|
| Cost: | ||||
| Opening balance | ||||
| as of 1 January 2023 | 7.595.464.093 | 33.530.122 | 57.589.153 | 7.686.583.368 |
| Additions | 2.250.986.446 | 13.861.276 | - | 2.264.847.722 |
| Disposals | (628.858.226) | - | (536.343) | (629.394.569) |
| Closing balance | ||||
| as of 31 December 2023 | 9.217.592.313 | 47.391.398 | 57.052.810 | 9.322.036.521 |
| Accumulated Amortization: | ||||
| Opening balance | ||||
| as of 1 January 2023 | (2.492.816.601) | (12.378.434) | (13.293.248) | (2.518.488.283) |
| Charge for the period | (2.061.302.247) | (19.275.766) | (27.298.343) | (2.107.876.356) |
| Disposals | 398.340.877 | - | 460.840 | 398.801.717 |
| Closing balance | ||||
| as of 31 December 2023 | (4.155.777.971) | (31.654.200) | (40.130.751) | (4.227.562.922) |
| Net Book Value | 5.061.814.342 | 15.737.198 | 16.922.059 | 5.094.473.599 |
The Group's right of use assets consists of restaurants, buildings and vehicles. Average lease agreements are 6 years for restaurants, 3 years for buildings and 3 years for vehicles.
| Accounted for in profit or loss | 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|---|---|---|
| Depreciation expense on right-of use assets | 2.305.911.770 | 2.107.876.356 |
| Interest expense on lease liabilities | 458.635.670 | 268.967.876 |
| Foreign exchange losses on lease liabilities (net) | 32.977.422 | 113.326.201 |
| Expenses related to variable lease payments | ||
| not included in the measurement of lease liabilities | 1.833.125.875 | 1.728.321.565 |
| Total | 4.630.650.737 | 4.218.491.998 |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Some of the restaurant leases in which the Group is a lessee contain variable lease payment terms that depend on the sales generated from the leased stores. Variable payment terms are used to link lease payments to maintain cash flows and reduce fixed costs. The breakdown of lease payments for these stores is as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Fixed payments | 1.731.671.290 | 1.593.900.018 |
| Variable payments | 1.833.125.875 | 1.728.321.565 |
| Total | 3.564.797.165 | 3.322.221.583 |
The depreciation expense of TL 2.247.132.979 for the right of use assets is included in the cost of sales, and TL 58.778.791 is included in general administrative expenses (2023: TL 2.054.145.582 is included in the cost of goods sold, TL 53.730.774 is included in general administrative expenses).
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Litigation provisions | 50.035.921 | 36.264.927 |
| 50.035.921 | 36.264.927 |
The movement of provisions for litigation is as follows:
| 2024 | 2023 | |
|---|---|---|
| Opening balance as of 1 January | 36.264.927 | 25.916.203 |
| Charged to expense | 52.616.225 | 42.359.546 |
| Litigation paid | (23.447.446) | (16.970.630) |
| Monetary gain | (15.397.785) | (15.040.192) |
| Closing balance as of 31 December | 50.035.921 | 36.264.927 |
There are various ongoing lawsuits in favour of and against the Group. The Group Management evaluates the possible outcomes and financial impact of these lawsuits at the end of each period and as a result of this valuation, provisions are set aside against possible gains and liabilities as deemed necessary. As of 31 December 2024, there are ongoing lawsuits against the Group amounting to TL 56.643.491 (31 December 2023: TL 41.414.503). The Group Management has provided provision amounting to TL 50.035.921 TL (31 December 2023: TL 36.264.927) for the lawsuits for which cash outflow is considered probable.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
The guarantees mainly consist of letters of guarantee given to restaurant owners as rent deposits, for electricity, natural gas and water connections, and to public authorities as deposits. The majority of the balance consists of letters of guarantee given as rent deposits for restaurants and letters of guarantee given to tax authorities for a VAT refund. The number of letters of guarantee given as a rent deposit is TL 361.931.558 (31 December 2023: TL 192.776.908).
| GPMs given by the Group (Guarantees - Pledges - Mortgages) |
Total TL Equivalents |
USD | GEL | EUR | TL |
|---|---|---|---|---|---|
| A. Given in the Name of Its Own | |||||
| Legal Entity Total amount of GPMs | 449.408.893 | 1.311.990 | - | 2.252.183 | 326.888.887 |
| - Guarantees | 449.408.893 | 1.311.990 | - | 2.252.183 | 326.888.887 |
| - Pledges | - | - | - | - | - |
| - Mortgages | - | - | - | - | - |
| B. Included in the scope of full consolidation | |||||
| Given in favour of included companies | |||||
| GPM's given Total Amount | - | - | - | - | - |
| C. Total amount of GPMs given in order to | |||||
| ensure the debts of other third parties | |||||
| for the purpose of carrying out | |||||
| ordinary commercial activities | - | - | - | - | - |
| D. Total amount of other GPMs given | - | - | - | - | - |
| Total | 449.408.893 | 1.311.990 | - | 2.252.183 | 326.888.887 |
| GPMs given by the Group | Total TL | ||||
|---|---|---|---|---|---|
| (Guarantees - Pledges - Mortgages) | Equivalents | USD | GEL | EUR | TL |
| A. Given in the Name of Its Own | |||||
| Legal Entity Total amount of GPMs | 565.583.114 | 3.634.013 | - | 3.666.772 | 339.856.206 |
| - Guarantees | 565.583.114 | 3.634.013 | - | 3.666.772 | 339.856.206 |
| -Pledges | - | - | - | - | - |
| -Mortgages | - | - | - | - | - |
| B. Included in the scope of full consolidation | |||||
| Given in favour of included companies | |||||
| GPM's given Total Amount | - | - | - | - | - |
| C. Total amount of GPMs given in order to | |||||
| ensure the debts of other third parties | |||||
| for the purpose of carrying out | |||||
| ordinary commercial activities | - | - | - | - | - |
| D. Total amount of other GPMs given | - | - | - | - | - |
| Total | 565.583.114 | 3.634.013 | - | 3.666.772 | 339.856.206 |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Effective from 1 January 2019, the Group has entered into a long-term contract with a vendor for the supply of beverage products in its restaurants and the Group has entered into a commitment to purchase soft drink syrup in the amount specified in the contract at the prevailing market price in the relevant years starting from 1 January 2019. This commitment volume is not subject to any time limit.
The Group has entered into various MFDA with brands in Turkey which require the Group to open and, where necessary, remodel restaurants within a predetermined development plan. Failure to comply with the development targets contained in the MFDA may result in the termination of the Group's development rights, but the Group may at any time request renegotiation of the development terms with the franchisees and sign a new agreement regarding the change.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Payables to personnel (*) | 366.556.647 | 242.859.478 |
| Social security premiums payable | 100.707.316 | 183.826.001 |
| Income tax payable | 63.903.400 | 34.680.772 |
| 531.167.363 | 461.366.251 |
(*) Amount due to personnel represents salaries and wages accrued in the last month.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Unused vacation provision | 165.758.340 | 146.550.066 |
| Retirement pay provision | 162.531.247 | 144.749.652 |
| 328.289.587 | 291.299.718 |
| 2024 | 2023 | |
|---|---|---|
| Opening balance as of 1 January | 146.550.066 | 117.587.458 |
| Increase during the period | 240.090.334 | 126.388.632 |
| Paid during the period (-) | (164.874.704) | (28.121.202) |
| Monetary loss/gain | (56.007.356) | (69.304.822) |
| Closing balance at 31 December | 165.758.340 | 146.550.066 |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Under the Turkish Labour Law, the Group is required to pay termination benefits to each employee who has completed at least one year of service and whose employment is terminated without due cause, is called up for military service, dies or retires after completing 25 years of service and achieves the retirement age (58 for women and 60 for men). Certain transitional provisions related to the pre-retirement service period have been excluded from the law due to the change in the related law as of 23 May 2002. Accordingly, the Group is required to make lump-sum termination indemnities to each employee who retired or terminated at the date of retirement. The payment depends on the number of years the individual has been employed by the Group.
The severance pays to be paid as of December 31, 2024, is subject to a cap of TL 46.655,43 per month (December 31, 2023: TL 35.058,58).
Employment termination benefits are not legally subject to any funding. Provision for employment termination benefits is calculated by estimating the present value of the future probable obligation of the Company arising from the retirement of the employees. TAS 19 Employee Benefits requires actuarial valuation methods to be developed to estimate the enterprise's obligation under defined benefit plans. Accordingly, the actuarial assumptions used in the calculation of total liabilities are as follows:
The principal assumption is that the maximum liability for each year of service will increase in line with inflation. Accordingly, the discount rate applied represents the expected real rate after adjusting for the effects of future inflation. Therefore, provisions in the accompanying financial statements as at 31 December 2024 are calculated by estimating the present value of the future probable obligation of the Group arising from the retirement of the employees. The provisions at the respective reporting dates have been calculated assuming an annual inflation rate of 20% and an interest rate of 25%, resulting in a real discount rate of approximately 3% (31 December 2023: 3%). Voluntary termination rates are also taken into consideration as 10,04% for employees with 0-15 years of service and 0% for employees with 16 or more years of service. The maximum amount of TL 46.655,43 effective from 1 January 2025 has been taken into consideration in the calculation of the Group's provision for employment termination benefits (1 January 2024: TL 35.058,58).
| 2024 | 2023 | |
|---|---|---|
| Opening balance as of 1 January | 144.749.652 | 131.987.045 |
| Service cost | 201.135.127 | 212.710.407 |
| Interest cost | 4.120.110 | 3.665.349 |
| Actuarial gain | 933.568 | 4.648.025 |
| Retirements benefits paid | (133.309.560) | (135.446.615) |
| Monetary loss/gain | (55.097.650) | (72.814.559) |
| Closing balance as of 31 December | 162.531.247 | 144.749.652 |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| Other Current Assets | 31 December 2024 | 31 December 2023 |
|---|---|---|
| VAT carried forward | 13.127.169 | 6.273.340 |
| Other | 24.623.565 | 20.793.048 |
| 37.750.734 | 27.066.388 | |
| Other Non-Current Assets | 31 December 2024 | 31 December 2023 |
| Evacuation costs (*) | 6.382.241 | 8.649.310 |
| 6.382.241 | 8.649.310 |
(*) Evacuation costs consist of premiums paid to the previous tenant to exit the property to be leased and nonrefundable deposits paid to the property owners to become a tenant in the relevant property at the beginning of the lease.
| Short-Term Liabilities | 31 December 2024 | 31 December 2023 |
|---|---|---|
| VAT payable | 81.754.657 | 102.429.362 |
| Taxes and funds payable (*) | 4.063.771 | 6.181.053 |
| 85.818.428 | 108.610.415 |
| Short-Term Prepaid Expenses | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Advances given (*) | 962.578.400 | 1.191.256.982 |
| Prepaid expenses | 22.548.014 | 12.549.505 |
| Advances given | 2.945.393 | 870.641 |
| 988.071.807 | 1.204.677.128 |
(*) The given order advances include TL 561.252.943 to Fasdat Gıda Dağıtım San. Tic. A.Ş. for construction expenses and operational equipment purchases related to the Group's restaurants, TL 63.068.808 to Ekur İnşaat San. Tic. A.Ş., TL 251.413.377 to Mes Mutfak Ekip. San. Tic. A. Ş., and TL 30.783.238 to ATP Ticari Bilgi Elk. Güç Kaynakları A.Ş. (As of December 31, 2023, a total of TL 882.154.293 has been allocated to Fasdat Gıda Dağıtım San. Tic. A.Ş., TL 171.546.828 to Ekur İnşaat San. Tic. A.Ş., TL 92.232.228 to Mes Mutfak Ekip. San. Tic. A.Ş., and TL 2.240.722 to ATP Yazılım ve Teknoloji A.Ş.).
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| Long Term Prepaid Expenses | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Prepaid expenses | 47.144.380 | 48.847.365 |
| 47.144.380 | 48.847.365 | |
| Short-Term Contract Liabilities | 31 December 2024 | 31 December 2023 |
| Advances received (*) | 136.657.592 | 77.081.825 |
| Advances from customers (**) | 116.783.518 | 93.767.011 |
| Non-refundable advances received (***) | 12.947.584 | 77.992.901 |
| 266.388.694 | 248.841.737 | |
| Long-Term Contract Liabilities | 31 December 2024 | 31 December 2023 |
| Advances from customers (**) | 119.437.977 | 138.782.496 |
| Non-refundable advances received (***) | 6.652.350 | 125.170.325 |
| 126.090.327 | 263.952.821 |
(*) Advances received mainly consist of advances received from franchises.
(**) Advances received from customers consist of contractual liabilities according to IFRS 15.
(***) The Group receives incentives from its suppliers for purchasing contracts entered by the Group with the supplier. Incentives received in advance are initially recognized as advances in the consolidated statement of financial position and deducted from the cost of purchase of inventories in the related period in which the related inventory is purchased from the supplier.
The paid-in capital structure of the Group as of 31 December 2024 and 31 December 2023 is as follows:
| 31 December 2024 | 31 December 2023 | |||
|---|---|---|---|---|
| Share (%) | TL | Share (%) | TL | |
| TFI TAB Gıda Yatırımları A.Ş. | 79.9 | 208.792.000 | 79,9 | 208.792.000 |
| Other | 20.1 | 52.500.000 | 20,1 | 52.500.000 |
| Nominal Capital | 100 | 261.292.000 | 100 | 261.292.000 |
| Inflation adjustment | 2.625.105.116 | 2.625.105.116 | ||
| Adjusted Capital | 2.886.397.116 | 2.886.397.116 |
The Group's authorized and issued capital consists of 261.292.000 shares each with a registered nominal value of TL 1.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
The legal reserves represent restricted reserves appropriated from profit. The legal reserves consist of the first and second legal reserves appropriated in accordance with the Turkish Commercial Code. The first legal reserve is appropriated out of historical statutory profits at the rate of 5% per annum until the total reserve reaches 20% of historical paid-in share capital. The second legal reserve is appropriated after the first legal reserve and dividends, at the rate of 10% per annum of all cash dividend distributions.
As of 31 December 2024 and 2023, revaluation measurement gains in accordance with TAS 16 and all actuarial gains and losses calculated in accordance with TAS 19, which are recognised in other comprehensive income, net of deferred tax effect are as follows:
| Not to be reclassified to profit or loss | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Gain on revaluation and measurement | 723.333.446 | 723.333.446 |
| Loss on remeasurement of defined benefit plans | 4.662.254 | 5.362.430 |
| 727.995.700 | 728.695.876 | |
| To be reclassified to profit or loss | 31 December 2024 | 31 December 2023 |
| Currency translation differences | 169.876.482 | 17.768.519 |
| 169.876.482 | 17.768.519 |
Foreign currency translation differences represent the translation differences arising on the settlement and translation at each reporting date of the entities' functional currencies other than TL.
In accordance with the decision made by the Company's Board of Directors on October 7, 2024, a total of 192.845 shares were repurchased for TL 25.477.603 during the last three months of 2024. As of December 31, 2024, the repurchased shares, amounting to TL 25.477.603, represent 0.0738% of the Company's capital. The financing for the share buybacks was sourced from the Company's internal resources. As of the reporting date, there have been no sales of the repurchased shares.
At the Ordinary General Assembly meeting held on June 14, 2024, it was decided to distribute a cash dividend of TL 146.500.000 from the 2023 profits to the shareholders, with the payment executed on July 10, 2024. The gross dividend amount paid per share is 0.56 TL
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Restaurant sales | 28.078.752.994 | 26.013.584.697 |
| Franchise revenues | 3.423.920.527 | 2.481.333.841 |
| Sales to franchised restaurants | 673.898.484 | 531.138.148 |
| Other sales | 28.323.733 | 37.739.759 |
| Sales returns (-) | (195.833.921) | (205.328.206) |
| 32.009.061.817 | 28.858.468.239 |
The timing of the fulfilment of the performance obligation is as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Fulfilment at a certain time | 31.335.163.333 | 28.327.330.091 |
| Fulfilment spread over time | 673.898.484 | 531.138.148 |
| 32.009.061.817 | 28.858.468.239 |
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Foods and materials used | (10.747.135.957) | (10.698.953.757) |
| Personnel expenses | (5.644.761.378) | (4.560.485.483) |
| General production cost (*) | (4.004.550.334) | (3.225.001.239) |
| Amortization expenses related with leases (Not 11) | (2.247.132.979) | (2.054.145.582) |
| Rent expenses | (1.809.465.519) | (1.723.706.718) |
| Amortization expenses (Not 9, 10) | (1.497.190.500) | (1.287.708.308) |
| Cost of sales to franchised restaurants | (296.025.760) | (250.200.461) |
| Cost of merchandise sold | (232.389.926) | (156.928.535) |
| (26.478.652.353) | (23.957.130.083) |
(*) Energy expenses, charges for delivery services and maintenance costs mainly consist of the general production cost.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Personnel expenses | (519.891.577) | (363.849.509) |
| Depreciation expenses (Note 9, 10) | (153.515.674) | (132.036.243) |
| Financial and legal consultancy expenses | (135.933.226) | (112.484.112) |
| Depreciation expense on lease transactions (Note 11) | (58.778.791) | (53.730.774) |
| Maintenance and repair expenses | (49.725.619) | (33.161.068) |
| Travelling expenses | (29.173.431) | (10.894.972) |
| Rent expenses | (23.660.356) | (4.614.847) |
| Litigation provisions (Note 12) | (1.153.916) | (7.510.192) |
| Electricity and fuel expenses | (18.490.508) | (18.857.347) |
| Insurance expenses | (6.770.564) | (12.537.119) |
| Duties, fees and other tax expenses | (5.313.621) | (10.037.924) |
| Other | (124.150.962) | (57.651.323) |
| (1.126.558.245) | (817.365.430) |
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Marketing and advertising expenses | (1.327.816.676) | (1.312.964.437) |
| Commission expenses | (150.683.277) | (178.951.806) |
| Other | (17.270.290) | (7.617.702) |
| (1.495.770.243) | (1.499.533.945) |
The details of depreciation, amortisation and depletion expenses by expense accounts are as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Cost of sales | (1.497.190.500) | (1.287.708.307) |
| General administrative expenses | (153.515.674) | (132.036.243) |
| (1.650.706.174) | (1.419.744.551) |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
The breakdown of amortisation expenses related to rights of use by expense accounts is as follows:
| 1 January - 31 December 2024 |
1 January 31 December 2023 |
|
|---|---|---|
| Cost of sales | (2.247.132.979) | (2.054.145.582) |
| General administrative expenses | (58.778.791) | (53.730.774) |
| (2.305.911.770) | (2.107.876.356) |
The details of personnel expenses by expense accounts are as follows:
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Cost of sales | (5.644.761.378) | (4.560.485.483) |
| General administrative expenses | (519.891.577) | (363.849.509) |
| (6.164.652.955) | (4.924.334.992) |
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Foreign currency gain on trade activities | 98.323.363 | 307.599.712 |
| Waste oil income (*) | 59.110.946 | 69.264.421 |
| Rediscount income | 141.092.499 | 24.430.131 |
| Income from payroll protocol | 17.114.703 | 8.390.995 |
| Trade receivables maturity difference income | 15.543.810 | 2.381.802 |
| Other | 171.685.765 | 35.021.240 |
| 502.871.086 | 447.088.301 |
(*) Revenues from waste oils sold abroad.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Pre-opening and temporary closure expenses (*) | (346.642.840) | (247.255.039) |
| Foreign exchange losses on trade payables | (51.090.435) | (133.592.274) |
| Rediscount expenses | (25.432.820) | (52.987.513) |
| Recovery contribution fee | (15.378.216) | (11.335.547) |
| Other | (151.804.261) | (132.152.170) |
| (590.348.572) | (577.322.543) |
(*) Pre-opening restaurant expenses directly consist of pre-opening costs for new restaurants. There is construction process to prepare the restaurant for operation. During this process, the Group has to pay rent for the restaurant, employ the personnel to work in the restaurant and provide training to these personnel. Rent expenses, personnel expenses and personnel training expenses are recognised in preopening expenses. In addition, rent, electricity, water and natural gas expenses of temporarily closed restaurants are included in pre-opening expenses.
| 1 January - | 1 January - 31 December 2024 31 December 2023 |
|
|---|---|---|
| Interest and participation income | 2.003.590.536 | 438.168.649 |
| Gain on sale of fixed assets | - | 73.384.360 |
| Insurance income from fixed asset adjustments | 15.960.957 | 98.289.410 |
| Insurance income related to loss of profit | - | 49.144.706 |
| Foreign exchange gains on investing activities | 18.710.924 | 22.355.618 |
| 2.038.262.417 | 681.342.743 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| 1 January - | 1 January - 31 December 2024 31 December 2023 |
|
|---|---|---|
| Loss on sale of fixed assets | (52.122.690) | (83.258.945) |
| Closed restaurant expenses (*) | (9.456.074) | (7.640.184) |
| Foreign exchange expenses related to investment activities | (28.463.121) | (4.427.796) |
| Other | (1.856.949) | - |
(*) Closing restaurant expenses consist of leasehold improvements and franchise opening payments of closed restaurants that were written off during the year but not impaired in prior years.
(91.898.834) (95.326.925)
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Interest income from payables to related parties Interest income on lease liabilities |
142.411.444 - |
375.738.368 70.615.778 |
| 142.411.444 | 446.354.146 |
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Interest expense (Note 4) | (19.475.909) | (396.171.641) |
| Foreign exchange losses on financial liabilities (Note 4) | (154.410) | (330.066.289) |
| Interest expenses on lease liabilities (Note 5) | (458.635.670) | (339.583.654) |
| Credit card commissions | (319.689.144) | (182.156.675) |
| Foreign exchange losses on lease liabilities (Note 5) | (32.977.422) | (113.326.201) |
| Letter of guarantee commissions | (9.499.714) | (13.061.875) |
| Other | (47.012.821) | (49.226.692) |
| (887.445.090) | (1.423.593.027) |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| Current tax liability | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Current corporate tax provision | 656.363.502 | 392.975.914 |
| Less: prepaid taxes and funds | (361.712.791) | (177.330.760) |
| 294.650.711 | 215.645.154 | |
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
| Current tax expense | (732.167.732) | (422.898.138) |
| Deferred tax income | (233.508.363) | 60.604.345 |
| (965.676.095) | (362.293.793) |
The Group is subject to corporate tax in Turkey. Provision is made in the accompanying consolidated financial statements for the estimated charge based on the Group's results for the current period.
Corporate tax is payable on taxable corporate income, which is calculated by adding back non-deductible expenses to the tax base and deducting dividends received from resident companies, income not subject to tax and investment incentives used.
As of 31 December 2024, the statutory tax rate is 25% (31 December 2023: 23%).
In Turkey, advance tax is payable on a quarterly basis. Taxes are payable at the statutory corporate tax rate.
Losses can be carried forward for a maximum of 5 years to be deducted from future taxable income.
In Turkey, there is no definite and definitive reconciliation procedure for tax assessments. Companies file their tax returns between 1-25 April of the year following the close of the accounting period of the relevant year (between 1-25 of the fourth month following the close of the period for those with special accounting periods). These tax returns and the underlying accounting records can be reviewed and amended by the tax office within 5 years.
In addition to the tax liabilities of companies in Turkey, foreign subsidiaries and operations are also subject to corporate tax in their respective countries. This tax is recognised separately in current tax expense. The statutory tax rates applicable in the countries in which the Group operates are summarised below:
| Countries | Corporate tax rate | Prepaid tax rate (%) |
|---|---|---|
| Turkish Republic of Northern Cyprus (TRNC) (*) | %10 | %15 |
| Macedonia | %10 | %5 |
| Georgia | %10 | %5 |
(*) According to the corporate tax law in force in the TRNC, 10% corporate tax is paid on pre-tax income, and 15% income tax withholding is levied on the remaining amount, whether or not the profit is distributed.
In addition to corporate income tax, companies should also calculate income withholding tax on dividends distributed, except for companies receiving dividends and declaring such dividends as part of their corporate income, and branches of foreign companies in Turkey. In Turkey, income tax withholding tax was applied as 10% for all companies between 24 April 2003 and 22 July 2006 and then increased to 15%. Dividends that are not distributed but capitalised are not subject to withholding tax.
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
The Group recognises deferred tax assets and liabilities based upon temporary differences arising between its financial statements as reported under POA Financial Reporting Standards and its statutory tax financial statements.
The tax rate used in the calculation of deferred tax assets and liabilities is 25% (2023: 25%).
The deferred tax asset and liabilities consist of the following:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Revaluation and revaluation | ||
| of property, plant and equipment depreciation | ||
| / amortisation of intangible assets | 1.376.632.147 | 1.056.067.023 |
| Lease liabilities | (54.982.779) | (38.020.870) |
| Cancellation of social security premium | (8.044.307) | (7.910.893) |
| Provision for employment termination benefit (Note 13) | (40.632.812) | (36.187.413) |
| Provision for unused vacation (Note 13) | (41.439.585) | (36.637.517) |
| Contractual obligations | (21.247.176) | (24.705.359) |
| Premium provisions | (13.335.400) | - |
| Litigation provisions (Note 12) | (12.508.980) | (9.066.232) |
| Doubtful receivables provision | (63.320) | (91.421) |
| Other | (137.175.786) | (87.648.646) |
| 1.047.202.002 | 815.798.672 |
As of 31 December 2024, and 2023, the movement of deferred tax (asset)/liability for the periods ended are as follows:
| 2024 | 2024 | |
|---|---|---|
| Opening balance as of 1 January | 815.798.672 | 858.582.705 |
| Accounted for in the income statement | 233.508.363 | (60.604.345) |
| Accounted under equity | 233.392 | 1.162.007 |
| Monetary Gain Loss | (2.338.425) | 16.658.305 |
| Closing balance on 31 December | 1.047.202.002 | 815.798.672 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| 1 January - 31 December 2024 |
1 January - 31 December 2023 |
|
|---|---|---|
| Profit/(loss) before tax | 2.877.343.471 | 3.910.818.820 |
| Calculated tax | (719.335.868) | (977.704.706) |
| - Legally unrecognised expenses | (10.927.233) | (62.590.837) |
| - Exemptions | 25.656.820 | 191.479.308 |
| - the effect of different tax rates | 10.639.527 | (16.116.532) |
| - Fixed asset valuation effect | - | 945.456.719 |
| - Monetary gain / loss | (271.709.341) | 281.769.841 |
| Tax provision in the income statement | (965.676.095) | 362.293.793 |
The Group enters into various transactions with related parties in the ordinary course of business. The Group has a number of operational and financial relationships with its shareholders and companies owned by its shareholders. Receivables and payables from related parties arising from operational activities generally arise from the ordinary course of business. These transactions are as follows:
| 31 December 2024 |
Trade receivables | Trade Receibavles | Trade payables |
|---|---|---|---|
| Balances with related parties | Current | Non-Current | Current |
| Shareholder | |||
| TFI TAB Gıda Yatırımları A.Ş. | - | - | (11.824.617) |
| Companies controlled by main shareholder | |||
| Fasdat Gıda Dağıtım San. ve Tic A.Ş. | - | - | (1.276.490.808) |
| Reklam Üssü San. ve Dış Tic. A.Ş. | - | - | (66.413.535) |
| Ekur Et Entegre San. ve Tic. A.Ş. | - | - | (1.047.605) |
| Atakey Patates Gıda San. ve Tic. A.Ş. | 8.048 | - | - |
| ATP Yazılım ve Teknoloji A.Ş. | - | - | (30.180) |
| Seraş Servis Organizasyonları ve Ticaret A.Ş. | - | - | (910.656) |
| Bedela İnşaat ve Ticaret A.Ş. | - | - | (29.042) |
| Arbeta Turizm Org.ve Tic.A.Ş. | - | - | (3.067.786) |
| Ata Express Elektronik İletişim Tanıtım Paz. | 719.788.927 | - | - |
| Ata Yatırım Menkul Kıymetler A.Ş. | - | - | (264.227) |
| Ata Yatırım Gayrimenkul Yatırım Ortaklığı A.Ş. | - | - | (1.996.435) |
| Ata Gayrimenkul Geliştirme Yat.İnş.A.Ş. | - | - | (81.863) |
| Other related parties | |||
| Beray Gıda Bilişim Otomotiv San.Ve Tic.Ltd Şti. | 638.319 | - | - |
| Tusem Gıda ve Turizm İşletmeleri Tic. Ltd. Şti. | 861.963 | - | - |
| Kınık Maden Suları A.Ş. | 9.830.291 | - | - |
| İntiba Gıda İmalat Ve Tic.Ltd.Şti. | 258.989 | - | - |
| Other | 1.166.789 | - | (1.788.217) |
| 732.553.326 | - | (1.363.944.971) |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| 31 December 2023 Balances with related parties |
Trade Receivables - current |
Trade Receivables Non-Current |
Trade Payables Current |
|---|---|---|---|
| Shareholde | |||
| TFI TAB Gıda Yatırımları A.Ş. | - | - | (9.282.170) |
| Companies controlled | |||
| by main shareholder | |||
| Fasdat Gıda Dağıtım San. ve Tic A.Ş. | - | - | (1.309.207.475) |
| Reklam Üssü San. ve Dış Tic. A.Ş. | - | - | (186.787.159) |
| Ekur Et Entegre San. ve Tic. A.Ş. | - | - | (3.195.827) |
| Ekur İnşaat San.Tic.A.Ş. | - | - | - |
| ATP Yazılım ve Teknoloji A.Ş. | - | - | (171.679) |
| Seraş Servis Organizasyonları ve Ticaret A.Ş. | - | - | (1.217.127) |
| Bedela İnşaat ve Ticaret A.Ş. | - | - | (11.488) |
| Arbeta Turizm Org.ve Tic.A.Ş. | - | - | (1.588.630) |
| Ata Express Elektronik İletişim Tanıtım Paz. | 373.447.523 | - | - |
| Atakey Patates Gıda San. ve Tic. A.Ş. | - | - | - |
| Ata Yatırım Menkul Kıymetler A.Ş. | 104.444 | - | (19.846) |
| Ata Yatırım Gayrimenkul Yatırım Ortaklığı A.Ş. | 7.129 | - | (1.303.638) |
| Ata Gayrimenkul Geliştirme Yat.İnş.A.Ş. | - | - | (6.378.580) |
| Ata Portföy Yönetimi A.Ş. | 18.066 | - | - |
| Ata Holding A.Ş. | 138.946 | - | - |
| Other related parties | |||
| Beray Gıda Bilişim Otomotiv San. Ve Tic.Ltf.Şti. | 537.274 | - | - |
| Tusem Gıda ve Turizm İşletmeleri Tic. Ltd. Şti. | 687.945 | - | - |
| Kınık Maden Suları A.Ş. |
6.546.837 | - | (6.936) |
| İntiba Gıda İmalat Ve Tic.Ltd.Şti. | 205.731 | - | - |
| Other | 853.917 | - | (12.560.063) |
| 382.547.812 | - | (1.531.730.618) |
| 31 December 2024 | Commission | ||||||
|---|---|---|---|---|---|---|---|
| Transaction with related parties | Purchases | Sales | received | Rent expense | Rent income | Other income | Other expense |
| Shareholder | |||||||
| TFI TAB Gıda Yatırımları A.Ş. | (101.259.277) | 1.228.310 | - | - | - | - | (11.290.661) |
| Companies controlled by main shareholder |
|||||||
| Fasdat Gıda Dağ. San.ve Tic A.Ş. | (11.715.491.384) | 45.912.829 | - | (118.451) | - | 384.555.664 | (11.180) |
| Ata Ekspress Elk. İlt. Tan. A.Ş. | (194.812.193) | 6.244.907.885 | - | - | 9.604 | - | - |
| Ekur Et Entegre Sanayi ve Ticaret A.Ş. | (9.385) | 216.185 | - | - | - | - | - |
| Reklam Üssü San. ve Dış Tic. A.Ş. | (1.180.349.173) | 121.506.372 | 7.477.190 | (4.255.697) | - | 19.460.853 | (1.722.780) |
| ATP Yazılım ve Teknoloji A.Ş. | (568.049.176) | 7.743.277 | - | - | - | - | - |
| Seraş Servis Org. ve Ticaret A.Ş. | (13.399.980) | 68.006 | - | - | - | - | - |
| Ata Gayr. Yatırım Ortaklığı A.Ş. | (4.645.802) | 49.666 | - | (20.280.814) | - | - | - |
| Ata Gayrimenkul Gel. Yat. Ve İnş. A.Ş. | (282.161) | 43.211 | - | - | - | - | - |
| Ata Portföy Yönetimi A.Ş. | - | 197.757 | - | - | - | - | - |
| Ata Holding A.Ş. | (1.820.289) | 534.523 | - | - | - | - | - |
| Bedela İnşaat ve Ticaret A.Ş. | (273.585) | - | - | (15.624.334) | - | - | - |
| Arbeta Turizm Org.ve Tic.A.Ş. | (41.252.756) | - | - | - | - | - | - |
| Ekur İnşaat Sanayi ve Tic. A.Ş. | (1.301.782.147) | 7.448.118 | 9.209.077 | - | 7.622.684 | 182.071.081 | (59.879.032) |
| Other related parties | |||||||
| Tusem Gıda ve Tur. İşl. Tic. Ltd. Şti. | (104.545) | 3.829.305 | 6.194.106 | - | 3.917.243 | - | - |
| Mes Mutfak Ekp. Tic. A.Ş. | (1.501.322.185) | 44.089.568 | - | (14.474.474) | - | 66.974.211 | - |
| Ertuğ Reklam San.ve Tic. A. Ş | (3.562.611) | - | - | - | - | - | - |
| Kınık Maden Suları A.Ş. | (1.708.032) | 8.014.844 | 19.720.659 | - | 10.895.254 | - | (712.723) |
| Beray Bil. Mar. İnş. Ltd. Şti. | (70.920) | 1.537.325 | 4.129.909 | - | 2.051.218 | - | - |
| Konuk Ağırlama Teknolojileri ve Uyg. A.Ş. | (438.043) | 8.746.640 | 11.565.241 | - | 10.860.726 | - | - |
| Sedko İnşaat ve Tic. A.Ş. |
(996.710) | - | - | (1.762.992) | - | - | - |
| Ata Yatırım Menkul Kıymetler A.Ş. | (368.736) | 1.153.587 | - | - | - | - | - |
| Fbb Gıda San.Tic.Ltd.Şti. | (203.168) | - | - | - | - | - | - |
| Atakey Patates Gıda Sanayi ve Tic. A.Ş. | - | 7.960 | - | - | - | - | - |
| Zenia Limited | (71.663.432) | - | - | - | - | - | -- |
| (16.703.865.690) | 6.497.235.368 | 58.296.182 | (56.516.762) | 35.356.729 | 653.061.809 | (73.616.376) |
| 31 December 2023 |
Commission | ||||||
|---|---|---|---|---|---|---|---|
| Transaction with related parties | Purchases | Sales | received | Rent expense | Rent income | Other income | Other expense |
| Shareholder | |||||||
| TFI TAB Gıda Yatırımları A.Ş. | (101.685.784) | 450.316.877 | - | - | - | 338.820 | - |
| Companies controlled by main shareholder |
- | - | - | ||||
| Fasdat Gıda Dağ. San.ve Tic A.Ş. | (12.143.392.354) | 41.552.963 | - | - | - | 47.667.032 | (7.590.910) |
| Ata Ekspress Elk. İlt. Tan. A.Ş. | (343.712.955) | 6.006.175.822 | - | (370.016) | - | - | - |
| Ekur Et Entegre Sanayi ve Ticaret A.Ş. | (257.134) | 766.539 | - | - | - | - | - |
| Reklam Üssü San. ve Dış Tic. A.Ş. | (1.349.448.304) | 77.686.280 | 2.502.246 | - | 130.680 | - | (15.471.378) |
| ATP Yazılım ve Teknoloji A.Ş. | (496.677.998) | 21.063.718 | - | - | - | - | (11.564.916) |
| Seraş Servis Org. ve Ticaret A.Ş. | (15.737.424) | - | - | - | - | 7.405 | - |
| Ata Gayr. Yatırım Ortaklığı A.Ş. | (15.477.873) | 106.064 | - | (14.598.279) | - | - | - |
| Ata Gayrimenkul Gel. Yat. Ve İnş. A.Ş. | (205.923) | 68.002 | - | - | - | - | - |
| Ata Portföy Yönetimi A.Ş. | - | 171.262 | - | - | - | 63.367 | - |
| Ata Holding A.Ş. | - | 547.311 | - | - | - | - | - |
| Bedela İnşaat ve Ticaret A.Ş. | (167.503) | - | - | (14.522.608) | - | - | - |
| Arbeta Turizm Org.ve Tic.A.Ş. | (11.662.664) | - | - | - | - | - | - |
| Ekur İnşaat Sanayi ve Tic. A.Ş. | (953.048.347) | 6.433.204 | 10.376.544 | - | 9.079.722 | 67.710.233 | - - |
| Other related parties | - | - | - | - | - | - | - |
| Tusem Gıda ve Tur. İşl. Tic. Ltd. Şti. | (121.606) | 2.160.035 | 5.901.374 | - | 3.550.854 | - | - |
| Mes Mutfak Ekp. Tic. A.Ş. | (1.105.992.989) | 152.350.341 | - | - | - | 36.703.618 | - |
| Ertuğ Reklam San.ve Tic. A.Ş | (1.392.111) | - | - | - | - | - | - |
| Kınık Maden Suları A.Ş. | (2.431.538) | 6.341.850 | 22.677.444 | - | 13.082.459 | - | - |
| Beray Bil. Mar. İnş. Ltd. Şti. | (4.467.858) | - | 4.344.512 | - | 2.272.270 | - | - |
| Konuk Ağırlama Teknolojileri ve Uyg. A.Ş. | (76.457) | 4.466.790 | 13.424.542 | - | 14.549.551 | - | - |
| Sedko İnşaat ve Tic. .A.Ş. | (3.205.561) | - | - | - | - | - | - |
| Ata Yatırım Menkul Kıymetler A.Ş. | (61.144.475) | 1.090.401 | - | - | - | - | - |
| Atakey Patates Gıda Sanayi ve Tic. A.Ş. | - | 714.244 | - | - | - | - | - |
| Zenia Limited | (80.741.322) | - | - | - | - | - | -- |
| (16.691.048.180) | 6.772.011.703 | 59.226.662 | (29.490.903) | 42.665.536 | 152.490.475 | (34.627.204) |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| Advances given to related parties | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Ekur İnşaat San. Tic. A.Ş. | 63.068.808 | 171.546.828 |
| Mes Mutfak Ekp. Tic. A.Ş. | 251.413.377 | 92.232.228 |
| Fasdat Gıda Dağ. San.ve Tic A.Ş. | 561.252.943 | 882.154.293 |
| Atp Ticari Bilgi. Elk. Güç Kaynakları A.Ş. | 30.783.238 | 2.240.722 |
| 906.518.366 | 1.148.174.071 |
Benefits provided to board members and senior management personnel are as follows:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Salaries and other short-term benefits | 65.847.563 | 26.047.943 |
| 65.847.563 | 26.047.943 |
The Company consists of senior management and members of the Board of Directors. Benefits provided to senior executives include salaries, bonuses and health insurance.
Financial risk management is carried out within the framework of policies approved by the Board of Directors of the Group. The majority of the members of the Group's Board of Directors consists of members from Kurdoğlu family. The Group's financial operations and risk assessment policies are managed centrally. Subsidiaries are administered as if they have a holding structure and risk assessment policies and procedures are centrally managed. The risk management policies of all these companies are disclosed as if they were within the Group holding structure.
In the normal course of business operations, the Group is exposed to various market risks such as fluctuations in exchange rates, interest rates, and raw material prices for products that are beyond its control, and these fluctuations may have a negative impact on financial assets and liabilities, future cash flows and profit. The Group's risk management program generally aims to minimize the effects of the financial market's uncertainty on the Group's financial performance.
The Group's main financial instruments are bank loans, leases, debt given to related parties, cash and short-term deposits. The main purpose of these financial instruments is to generate financing for the Group's activities. The Group also has other various financial instruments resulting from its direct operations, such as trade payables and trade receivables.
The main risks arising from the Group's financial instruments are interest rate risk, foreign exchange risk, credit risk, and liquidity risk. The management develops and approves implementation policies to manage these risks.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
In capital management, the Group aims to increase its profit by using the debt and equity balance in the most efficient way while trying to ensure the continuity of its operations.
The Group's capital structure includes debts, including loans described in Note 4, and equity items, including cash and cash equivalents described in Note 3, issued capital described in Note 16, reserves and retained earnings from the previous year.
The Group evaluates the risks associated with each capital class with the capital cost by upper management. The Group aims to keep the capital structure balanced through new debt acquisition or repayment of existing debt, as well as through dividend payments, new shares issuance, and share repurchases, based on the upper management's suggestions.
The Group's net debt and capital position is as follows:
| 2024 | 2023 | |
|---|---|---|
| Total borrowings | 21.590.545 | 133.956.304 |
| Less: cash and cash equivalents | 6.033.282.124 | 5.695.848.444 |
| Net Debt | (6.011.691.580) | (5.561.892.140) |
| Total Equity | 15.842.902.702 | 13.975.716.657 |
The risk management program is generally focused on minimizing the potential adverse effects of financial market uncertainty on the Group's financial performance.
The Group's risk management is carried out by a central finance department in line with policies approved by the Board of Directors. While providing services related to commercial activities, the Group's finance department is also responsible for ensuring regular access to domestic and foreign financial markets and monitoring the level and magnitude of financial risks related to the Group's activities.
The risk of a financial loss to the Group due to a party to a financial instrument failing to meet its contractual obligations is defined as credit risk. The Group tries to reduce the credit risk by only conducting transactions with creditworthy parties and trying to obtain adequate collateral when possible. The credit risks that the Group is exposed to, and the customers' credit ratings are continuously monitored.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
A large part of trade receivables are receivables from sub-franchisee companies. The credibility of sub-franchisee companies is determined by the analyses carried out on the financial structure by the franchise department and the credibility of the sub-franchisee company shareholders. In addition, during the sub-franchise agreement process, the Group requests the establishment of a credit limit with an intermediary financial institution for sub-franchisees. The credit limit is determined according to the commercial transaction volume of the sub-franchisee. According to these credit limit agreements, the Group can directly collect from financial institutions in case the receivable's due date is passed. The limit and collection risk are continuously reviewed by the Group's finance department. Also, the Group continuously conducts credit assessments about the financial status of sub-franchisees.
The total amount of credit limits opened as receivable collateral for sub-franchisees is TL 79.146.500 (31 December 2023: TL 54.928.904). The level of risks and collateral structure are constantly monitored by the Group Management.
| Trade Receivables |
Trade Receivables |
Other Receivables |
Other Receivables |
Bank | ||
|---|---|---|---|---|---|---|
| 31 December 2024 |
Related Party | Other Party | Related Party | Other Party | Deposits | Restricted Cash |
| Maximum credit risk exposed (A+B+C+D+E) - The part of maximum risk under guarantee with collateral |
732.553.326 - |
652.071.113 - |
- - |
35.595.941 - |
5.966.263.794 - |
42.224.878 |
| A. Net book value of financial assets that | ||||||
| are neither past due or impaired B. Net book value of financial assets |
732.553.326 | 652.071.113 | - | 35.595.941 | 5.966.263.794 | 42.224.878 |
| that are renegotiated | - | - | - | - | - | - |
| C. Carrying value of financial assets that past due but not impaired |
||||||
| - The part of net value under guarantee |
||||||
| with collateral etc. |
- | - | - | - | - | - |
| D. Net book value of impaired assets | ||||||
| - Gross carrying amount |
- | 12.979.436 | - | - | - | - |
| - Impairment |
- | (12.979.436) | - | - | - | - |
| - The part of net value under guarantee |
||||||
| with collateral etc. |
- | - | - | - | - | |
| E. Off-balance sheet items with credit risk (-) | - | - | - | - | - | - |
| Trade | Trade | Other | Other | |||
|---|---|---|---|---|---|---|
| Receivables | Receivables | Receivables | Receivables | Bank | Restricted | |
| 31 December 2023 | Related Party | Other Party | Related Party | Other Party | Deposits | Cash |
| Maximum credit risk exposed (A+B+C+D+E) - The part of maximum risk under guarantee with collateral |
382.547.812 - |
555.747.884 - |
- - |
42.843.455 - |
5.581.406.728 - |
51.751.020 - |
| A. Net book value of financial assets that | ||||||
| are neither past due or impaired | 382.547.812 | 555.747.884 | - | 42.843.455 | 5.581.406.728 | 51.751.020 |
| B. Net book value of financial assets | ||||||
| that are renegotiated | - | - | - | - | - | - |
| C. Carrying value of financial assets | ||||||
| that past due but not impaired | ||||||
| - The part of net value under guarantee |
||||||
| with collateral etc. |
- | - | - | - | - | - |
| D. Net book value of impaired assets | ||||||
| - Gross carrying amount |
- | 9.764.562 | - | - | - | - |
| - Impairment |
- | (9.764.562) | - | - | - | - |
| - The part of net value under guarantee |
||||||
| with collateral etc. |
- | - | - | - | - | - |
| E. Off-balance sheet items with credit risk (-) | - | - | - | - | - | - |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless
otherwise indicated.)
The Group's activities expose it to financial risks associated with changes in foreign exchange rates (b.3.1), interest rates (b.3.2) and commodity price risk (b.3.3).
The Group's policy for these market risks is to assess potential losses and their consolidated impact and to minimise the Group's exposure to market risks. The Group's overall risk management plan focuses on the uncertainty of financial markets and seeks to minimise the potential adverse effects on the Group's financial performance. The Group management continuously assesses fluctuations in foreign currency exchange rates, interest rates and commodity prices.
The Group manages liquidity risk by regularly monitoring forecast and actual cash flows with the treasury department and ensuring that sufficient funds and borrowing reserves are maintained by matching the maturities of financial assets and liabilities. To eliminate the risk of fund requirements, the Group has various credit lines with the most reputable financial institutions in Turkey. The Group currently has adequate credit lines and expects to keep these available credit lines available for utilisation and to renew existing credit balances as they fall due. The Group management believes that it will be able to obtain short-term financing as and when required. In addition, the Group has improved its credit lines and extended the terms of its trade payables.
The following table summarises the maturity profile of the Group's non-derivative financial liabilities. The table includes interest and principal amounts payable on the liabilities:
| Contractual | |||||
|---|---|---|---|---|---|
| Carrying | cash | Less than | Between | 1 year | |
| 2024 | value | flows | 3 months | 3-12 months | and over |
| Bank loans | 21.590.544 | 21.590.544 | 21.590.544 | - | - |
| Lease liabilities | 3.646.973.911 | 5.327.604.434 | 521.807.363 1.025.493.870 | 3.780.303.201 | |
| Trade payables | |||||
| (Related parties included) 2.114.818.484 | 2.230.136.880 | 1.925.525.150 | 152.891.344 | 151.720.386 | |
| 5.783.382.939 | 7.579.331.858 | 2.468.923.057 1.178.385.214 | 3.932.023.587 | ||
| Carrying | cash | Less than | Between | ||
| 2023 | value | flows | 3 months | 3-12 months | 1 year and over |
| Bank loans | 133.956.304 | 138.609.714 | 98.631.050 | 39.978.664 | - |
| Lease liabilities | 2.940.858.497 | 3.378.495.239 | 318.840.682 | 956.522.046 | 2.103.132.511 |
| Trade payables | |||||
| (Related parties included) 2.364.469.073 | 2.610.997.568 | 2.231.382.922 | 177.177.189 | 202.437.457 | |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
The Group is exposed to foreign exchange risk mainly due to fluctuations in US Dollar and Euro exchange rates. Foreign exchange risk is primarily related to bank borrowings and foreign currency-denominated receivables and payables. While the majority of the Group's long-term debt is denominated in USD, the Group generates its revenues and cash from operations in TL.
The Group Management periodically assesses market conditions and formulates a foreign currency strategy based on exchange rate expectations. The Group utilises TL and foreign currency-denominated borrowings and determines the rate based on the overall foreign currency strategy. Foreign currency-denominated assets and liabilities of monetary and non-monetary items are as follows:
| 2024 | |||||
|---|---|---|---|---|---|
| Total | |||||
| TL Equivalents | USD | EUR | |||
| 1. Trade Receivables | - | - | - | ||
| 2a. Monetary Financial Assets | 12.420.521 | 151.813 | 177.703 | ||
| 2b. Non Monetary Financial Assets | - | - | - | ||
| 3. Other | - | - | - | ||
| 4. Current Assets | 12.420.521 | 151.813 | 177.703 | ||
| 5. Trade Receivables | - | - | - | ||
| 6a. Monetary Financial Assets | 3.830.580 | 101.516 | 6.780 | ||
| 6b. Non Monetary Financial Assets | - | - | - | ||
| 7. Other | - | - | - | ||
| 8. Non-Current Assets | 3.830.580 | 101.516 | 6.780 | ||
| 9. Total Assets (4+8) | 16.251.101 | 253.329 | 184.483 | ||
| 10. Trade Payables | 140.467.892 | 3.961.014 | 12.281 | ||
| 11. Financial Liabilities | - | - | - | ||
| 12a. Other Monetary Liabilities | 36.802 | - | 1.000 | ||
| 12b. Other Non Monetary Liabilities | - | - | - | ||
| 13. Short Term Liabilities | 140.504.694 | 3.961.014 | 13.281 | ||
| 14. Trade Payables | - | - | - | ||
| 15. Financial Liabilities | - | - | - | ||
| 16a. Other Monetary Liabilities | - | - | - | ||
| 16b. Other Non Monetary Liabilities | - | - | - | ||
| 17. Long Term Liabilities | - | - | - | ||
| 18. Total Liabilities (13+17) | 140.504.694 | 3.961.014 | 13.281 | ||
| 19. Net Foreign Exchange Asset / | |||||
| Liability) Position (9-18) | (124.253.593) | (3.707.685) | 171.202 | ||
| 20. Net Monetary Items Foreign | |||||
| Exchange Asset /(Liabilities) Position | |||||
| (1+2a+5+6a-10-11-12a-14-15-16a) | (124.253.593) | (3.707.685) | 171.202 |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| 2023 | ||||
|---|---|---|---|---|
| Total Equivalents | USD | EUR | ||
| 1. Trade Receivables | - | - | - | |
| 2a. Monetary Financial Assets | 70.019.416 | 1.503.220 | 122.916 | |
| 2b. Non Monetary Financial Assets | - | - | - | |
| 3. Other | - | - | - | |
| 4. Current Assets | 70.019.416 | 1.503.220 | 122.916 | |
| 5. Trade Receivables | - | - | - | |
| 6a. Monetary Financial Assets | 8.169.842 | 151.516 | 36.786. | |
| Non Monetary Financial Assets | - | - | - | |
| 7. Other | - | - | - | |
| 8. Non-Current Assets | 8.169.842 | 151.516 | 36.786 | |
| 9. Total Assets (4+8) | 78.189.258 | 1.654.736 | 159.702 | |
| 10. Trade Payables | 194.690.293 | 4.511.789 | 54.803 | |
| 11. Financial Liabilities | - | - | - | |
| 12a. Other Monetary Liabilities | 47.116 | - | 1.000 | |
| 12b. Other Non Monetary Liabilities | - | - | - | |
| 13. Short Term Liabilities | 194.737.409 | 4.511.789 | 55.803 | |
| 14. Trade Payables | - | - | - | |
| 15. Financial Liabilities | - | - | - | |
| 16a. Other Monetary Liabilities | - | - | - | |
| 16b. Other Non Monetary Liabilities | - | - | - | |
| 17. Long Term Liabilities | 194.737.409 | 4.511.789 | 55.803 | |
| 18. Total Liabilities (13+17) | ||||
| 19. Net Foreign Exchange Asset / | ||||
| Liability) Position (9-18) | (116.548.151) | (2.857.053) | 103.899 | |
| 20. Net Monetary Items Foreign | ||||
| Exchange Asset /(Liabilities) Position | ||||
| (1+2a+5+6a-10-11-12a-14-15-16a) | (116.548.151) | (2.857.053) | 103.899 | |
| 2024 | 2023 | |||
| Appreciation | Devaluation | Appreciation | Devaluation | |
| of | of | of | of | |
| Foreign | Foreign | Foreign | Foreign | |
| Currency | Currency | Currency | Currency | |
| In case of 10% change | ||||
| in USD against TRY | (13.080.824) | 13.080.824 | (12.143.197) | 12.143.197 |
| In case of 10% change | ||||
| in EUR against TRY | (628.932) | 628.932 | (488.636) | 488.636 |
| Total | (13.709.756) | 13.709.756 | (12.631.833) | 12.631.833 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
The above table details the Group's sensitivity to a 10% (31 December 2023: 10%) increase and decrease in USD and EUR exchange rates. 10% (31 December 2023: 10%) is the sensitivity rate used when reporting foreign currency risk to key management personnel and represents management's assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency-denominated monetary items at year-end and adjusts their translation at year-end for a 10% (31 December 2023: 10%) change in foreign exchange rates. A negative value represents the decrease in income before tax arising from a 10% (31 December 2023: 10%) increase in USD and EUR against TL.
The Group is exposed to price risk due to fluctuations in food prices. The Group purchases large quantities of food and supplies. Weather fluctuations alter supply and demand trends, and economic conditions can adversely affect the cost, condition and quality of critical products such as meat. Failure to obtain high-quality ingredients in the required quantities may adversely affect the Group's ability to provide menus and the Group may not be able to pass on rising costs to its customers due to the highly competitive nature of the industry.
The Group supplies foodstuffs to Fasdat Gıda Dağıtım San. Tic. A.Ş. ("Fasdat"), a related party. Fasdat purchases large quantities of meat for its operations. The meat sector is subject to significant price fluctuations due to seasonal changes, government regulations, demand in the sector and other factors. The Group manages the price risk arising from foodstuffs through agreements with Fasdat that fix the price for certain products. Fasdat can fix prices for meat, chicken, potatoes and soft drinks for up to one year through purchase contracts. This allows the Group to avoid the costs of using derivative instruments, which it cannot pass on to its customers due to the competitive nature of the Quick Service Restaurants (QSR) industry while ensuring cost predictability.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
| Financial assets measured at amortised |
Financial liabilities measured at amortised |
Fair | ||
|---|---|---|---|---|
| 31 December 2024 | cost | cost | value (*) | Notes |
| Financial assets | ||||
| Cash and cash equivalents | 6.033.282.124 | - | 6.033.282.124 | 3 |
| Trade receivables (including related parties) | 1.384.624.439 | - | 1.384.624.439 | 6 |
| Other receivables (including related parties) | 35.595.941 | 35.595.941 | 7 | |
| Financial liabilities | ||||
| Bank loans | - | 21.590.545 | 21.590.545 | 4 |
| Trade receivables (including related parties)- | - | 2.114.818.484 | 2.114.818.484 | 6 |
| Lease liabilities | - | 3.646.973.911 | 3.646.973.911 | 5 |
| Other receivables (including related parties) | - | 42.431 | 42.431 | 7 |
| 31 December 2023 | Financial assets measured at amortised cost |
Financial liabilities measured at amortised cost |
Fair value (*) |
Notes |
|---|---|---|---|---|
| Financial assets | ||||
| Cash and cash equivalents Trade receivables (including related parties) Other receivables (including related parties) |
5.695.848.444 938.295.696 42.843.454 |
- - - |
5.695.848.444 938.295.696 42.843.454 |
3 6 7 |
| Financial liabilities | ||||
| Bank loans Trade receivables (including related parties) Lease liabilities Other receivables (including related parties) |
- - - - |
133.956.304 2.364.469.073 2.940.858.497 1.171.716 |
138.609.713 2.364.469.073 2.940.858.497 1.171.716 |
4 6 5 7 |
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
The calculation of earnings per share and diluted earnings per share attributable to equity holders of the parent company are as follows:
| Earnings per share | 7,32 | 14,93 |
|---|---|---|
| Weighted average number of shares outstanding during the period | 261.256.100 | 237.638.233 |
| Net profit attributable to equity holders of the parent company | 1.911.667.376 | 3.548.525.027 |
| 2024 | 2023 |
| Non monetary items | 31 December 2024 |
|---|---|
| Statement of financial position: | (178.201.077) |
| Prepaid expenses | 11.813.084 |
| Financial investments | 9.485 |
| Right of use assets | 1.121.441.563 |
| Property, plant and equipment | 2.048.767.952 |
| Intangible assets | 179.239.289 |
| Deferred tax | 50.436.888 |
| Deferred income | (16.023.504) |
| Share capital | (115.958.179) |
| Share based employee benefits | (1.586.758.253) |
| Other comprehensive income/expense not to be classified | 2.364.920 |
| Other comprehensive income/expense to be classified | (947.412.693) |
| Retained earnings(loss) | (926.121.629) |
| Profit or loss: | (966.388.879) |
| Revenue | (4.203.533.822) |
| Cost of sales | 3.040.420.284 |
| Marketing expenses | 204.788.881 |
| General administrative expenses | 104.273.658 |
| Other operating income/expense | 3.929.907 |
| Income/expense related to investing activities | (247.333.580) |
| Financial income/expense | 55.261.563 |
| Current tax expense | 75.804.230 |
| Net monetary loss | (1.144.589.956) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 31 December 2024, unless otherwise indicated.)
Fees for services received from independent auditor/independent audit firm The Group's explanation regarding the fees for the services provided by independent audit firms, prepared in accordance with the Board Decision of POA published in the Official Gazette dated 30 March 2021 and based on the POA letter dated 19 August 2021, is as follows:
| 2024 | 2023 | |
|---|---|---|
| Independent auditor's fee | 4.425.000 | 10.385.605 |
| Other assurance services fee | 75.000 | 369.201 |
| 4.500.000 | 10.754.806 |
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