AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

TAB GIDA SANAYİ VE TİCARET A.Ş.

Interim / Quarterly Report Aug 27, 2024

8887_rns_2024-08-27_7259934a-d290-4b25-a1c4-b211198b30e7.pdf

Interim / Quarterly Report

Open in Viewer

Opens in native device viewer

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD JANUARY 1 – JUNE 30, 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

(Convenience translation of a report and condensed consolidated financial statements originally issued in Turkish)

Report on Review of Interim Condensed Consolidated Financial Statements

To the Shareholders of TAB Gıda Sanayi ve Ticaret A.Ş.

Introduction

We have reviewed the accompanying interim condensed consolidated statement of financial position of TAB Gıda Sanayi ve Ticaret A.Ş. ("the Company") and its subsidiaries ("the Group") as of June 30, 2024 and the interim condensed consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and the consolidated statement of cash flows for the sixmonth period then ended, and explanatory notes. Group management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with Turkish Accounting Standard 34, Interim Financial Reporting ("TAS 34"). Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with the Standard on Review Engagements ("SRE") 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review of interim financial information is substantially less in scope than an audit conducted in accordance with Independent Auditing Standards and the objective of which is to express an opinion on the financial statements. Consequently, a review of the interim financial information does not provide assurance that the audit firm will be aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with TAS 34.

Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi A member firm of Ernst & Young Global Limited

August 27, 2024 İstanbul, Türkiye

(Convenience translation of consolidated financial statements originally issued in Turkish)

TAB GIDA SANAYİ VE TİCARET A.Ş. AND ITS SUBSIDIARIES

CONTENTS PAGE
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 1-2
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 5-6
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7-53
NOTE 1
ORGANIZATION AND OPERATIONS OF THE GROUP
7-8
NOTE 2
SUMMARY OF ACCOUNTING POLICIES
8-14
NOTE 3
CASH AND CASH EQUIVALENTS
14
NOTE 4
BORROWINGS
15
NOTE 5
LEASE LIABILITIES
16
NOTE 6
TRADE RECEIVABLES AND PAYABLES 16-17
NOTE 7
OTHER RECEIVABLES AND PAYABLES
18
NOTE 8
INVENTORIES
18
NOTE 9
PROPERTY, PLANT AND EQUIPMENT 19-22
NOTE 10 INTANGIBLE ASSETS 22-23
NOTE 11 RIGHT OF USE ASSET 23-25
NOTE 12 PROVISIONS, CONTINGENT ASSETS AND LIABILITIES 25-27
NOTE 13 EMPLOYEE BENEFITS 27-28
NOTE 14 OTHER ASSETS AND LIABILITIES 29
NOTE 15 PREPAID EXPENSES AND CONTRACT LIABILITIES 29-30
NOTE 16 EQUITY 30-31
NOTE 17 REVENUE AND COST OF SALES 31-32
NOTE 18 MARKETING, SELLING AND DISTRIBUTION AND ADMINISTRATIVE EXPENSES 32-33
NOTE 19 EXPENSE BY NATURE 33
NOTE 20 OTHER OPERATING INCOME AND EXPENSES 34
NOTE 21 INCOME AND EXPENSES FROM INVESTING ACTIVITIES 35
NOTE 22 FINANCE INCOME AND FINANCE EXPENSES 35-36
NOTE 23 INCOME TAXES (INCLUDING DEFERRED TAX ASSETS AND LIABILITIES) 36-38
NOTE 24 RELATED PARTY DISCLOSURES 39-46
NOTE 25 FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES 46-54
NOTE 26 SHARE BASED PAYMENTS 54
NOTE 27 EVENTS AFTER THE REPORTING PERIOD 54

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

Reviewed Audited
Notes 30 June 2024 31 December 2023
ASSET
Cash and cash equivalents 3 4.992.427.961 4.920.871.036
Trade receivables
Trade receivables from related parties 6-24 597.310.465 330.498.339
Trade receivables from third parties 6 658.469.960 480.132.800
Other receivables
Other receivables from third parties 7 6.283.275 3.562.658
Inventories 8 373.077.382 351.841.801
Prepaid expenses 15 1.121.730.412 1.040.768.701
Other current assets 14 42.625.463 23.383.734
Total Current Assets 7.791.924.918 7.151.059.069
Other receivables
Other receivables from third parties 7 28.110.070 33.451.514
Property, plant and equipment 9 7.092.926.012 6.519.330.427
Intangible assets 10 723.928.309 729.124.002
Right of use assets 11 4.996.628.672 4.401.319.281
Prepaid expenses 15 44.410.554 42.201.190
Other non-current assets 14 8.410.842 7.472.486
Total Non-Current Assets 12.894.414.459 11.732.898.900
TOTAL ASSETS 20.686.339.377 18.883.957.969

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

Notes Reviewed
30 June 2024
Audited
31 December 2023
LIABILITIES
Short-term borrowings 4 28.737.214 70.729.017
Current portion of long-term borrowings 4 17.848.958 45.001.186
Short-term lease liabilities 5 1.103.453.579 865.840.513
Trade payables
Trade payables to related parties 6-24 1.511.943.461 1.323.323.278
Trade payables to third parties 6 608.814.759 544.542.215
Other payables
Other payables to related parties 7 146.500.000 -
Other payables to third parties 7 782.414 1.012.292
Employee benefit payables 13 565.556.948 398.592.737
Short-term provisions
Provisions for employee benefits 13 160.392.695 126.610.457
Litigation provisions 12 23.448.614 31.330.719
Contract liabilities 15 191.998.213 214.984.319
Current tax liabilities 23 63.920.806 186.304.464
Other current liabilities 14 125.380.954 93.832.877
Total Current Liabilities 4.548.778.615 3.902.104.074
Long-term lease liabilities 5 1.889.943.161 1.674.884.639
Trade payables
Trade payables to third parties 6 136.397.630 174.893.807
Provision for employee benefits 13 142.722.913 125.055.007
Contract liabilities 15 167.511.202 228.039.388
Deferred tax liabilities 23 876.291.491 704.801.067
Total Non-Current Liabilities 3.212.866.397 2.907.673.908
EQUITY
Share capital 16 261.292.000 261.292.000
Adjustments to share capital 16 2.232.381.788 2.232.381.788
Share premium 4.590.421.663 4.590.421.663
Restricted reserves separated from profit 169.587.459 -
Other comprehensive expenses
to be reclassified
-
Currency translation reserves
16 99.509.984 15.350.934
Other comprehensive income or expenses
not to be reclassified
-
Remeasurement gains of
defined benefit plans 16 4.486.771 4.632.817
-
Revaluation of property,
plant and equipment 16 624.916.663 624.916.663
Net profit for the period 913.001.374 3.065.712.544
Retained earnings 4.029.096.663 1.279.471.578
Total Equity 12.924.694.365 12.074.179.987
TOTAL LIABILITIES AND EQUITY 20.686.339.377 18.883.957.969

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIODS 1 JANUARY - 30 JUNE 2024 AND 2023 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

Notes 1
January
-
30
June
2024
1
April
-
30
June
2024
1
January
-
30
June
2023
1
April
-
30
June
2023
Profit or loss
Revenue 17 13.676.895.028 7.528.089.607 12.984.268.011 7.263.982.140
Cost of sales (-) 17 (11.382.183.280) (6.029.122.138) (10.740.577.919) (5.659.679.475)
Gross profit 2.294.711.748 1.498.967.469 2.243.690.092 1.604.302.665
General administrative expenses (-) 18 (493.333.727) (261.214.273) (477.328.777) (266.573.391)
Marketing expenses (-) 18 (645.299.225) (288.793.983) (649.446.329) (331.329.570)
Other operating income 20 227.801.559 115.883.666 374.801.010 178.681.227
Other operating expenses (-) 20 (214.103.857) (87.119.993) (301.976.382) (119.532.917)
Operating profit 1.169.776.498 977.722.886 1.189.739.614 1.065.548.014
Income related to investing activities 21 824.517.938 404.135.958 238.198.218 123.110.518
Expense related to investing activities (-) 21 (25.423.651) (18.371.842) (60.469.768) (19.419.666)
Operating profit before financial expenses 1.968.870.785 1.363.487.002 1.367.468.064 1.169.238.866
Financial income 22 150.496.612 105.504.636 116.465.922 65.822.262
Financial expenses (-) 22 (384.834.731) (194.519.088) (803.374.232) (562.876.311)
Monetary
(loss)/gain
(457.587.063) (355.165.193) 1.018.000.398 240.439.185
Earning before tax 1.276.945.603 919.307.357 1.698.560.152 912.624.002
Tax income
Current tax expense 23 (190.855.715) (70.137.087) (14.956.945) (12.236.372)
Deferred tax income 23 (173.088.514) (80.596.632) 444.951.696 (33.893.645)
Net profit for the year 913.001.374 768.573.638 2.128.554.903 866.493.985
Earning per share
(TL)
3,49 2,94 9,16 3,73

(Convenience translation of consolidated financial statements originally issued in Turkish)

TAB GIDA SANAYİ VE TİCARET A.Ş. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIODS 1 JANUARY - 31 MARCH 2024 AND 2023 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

1
January
-
30
June
2024
1
April
-
30
June
2024
1
January
-
30
June
2023
1
April
-
30
June
2023
OTHER COMPREHENSİVE İNCOME
Items to be reclassified subsequently to profit or loss:
-Change in foreign
currency translation differences
84.159.050 116.388.128 (90.915.607) (35.370.407)
Items that will not be reclassified
subsequently to profit or loss
Income related to revaluation of defined
benefit plans and measurement gains 13 (194.729) 841.554 5.486.199 (4.383.367)
Tax income / (expense) to revaluation of defined
benefit plans and measurement 23 48.683 (203.456) (1.097.240) 1.370.152
Income related to revaluation increase
on property, plant and equipment - - 5.147.778 (412.076)
TOTAL COMPREHENSIVE INCOME 997.014.378 885.599.864 2.047.176.033 827.698.287

(Convenience translation of consolidated financial statements originally issued in Turkish)

TAB GIDA SANAYİ VE TİCARET A.Ş. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIODS 1 JANUARY - 31 MARCH 2024 AND 2023 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

Other
comprehensive
income / (expense)
will be
reclassified to
profit or loss
will
not
Remeasurement
Other
comprehensive
income / (expense)
be
reclassified to
profit or loss
Notes Share
Capital
Adjustment
to share
capital
Share
premium
Restricted
reserves
seperated
from profit
Currency
translation
differences
of
defined
benefit
liabilities
Revaluation
of Property,
Plant and
Equipment
Net
Income
for the
period
Retained
earnings
Total
Balance at 1 January
2024
16
261.292.000 2.232.381.788 4.590.421.663 - 15.350.934 4.632.817 624.916.663 3.065.712.544 1.279.471.578 12.074.179.987
Profit for the year
Other comprehensive expense
-
-
-
-
-
-
-
-
-
84.159.050
-
(146.046)
-
-
913.001.374
-
-
-
913.001.374
84.013.004
Total comprehensive profit - - - - 84.159.050 (146.046) - 913.001.374 - 997.014.378
Dividend payment
Transfers
-
-
-
-
-
-
-
169.587.459
-
-
-
-
-
-
-
(3.065.712.544)
(146.500.000)
2.896.125.085
(146.500.000)
-
Balance at 1 June 2024 261.292.000 2.232.381.788 4.590.421.663 169.587.459 99.509.984 4.486.771 624.916.663 913.001.374 4.029.096.663 12.924.694.365
Balance at 1 January
2023
16
232.417.000 2.224.185.380 - - (4.860.408) 7.644.528 297.411.669 2.311.924.920 (1.032.453.342) 4.036.269.747
Profit for the year - - - - - - - 2.128.554.903 - 2.128.554.903
Other comprehensive expense - - - - (90.915.607) 4.388.959 5.147.778 - - (81.378.870)
Total comprehensive profit
Transferler
-
-
-
-
-
-
-
-
(90.915.607)
-
4.388.959
-
5.147.778
-
2.128.554.903
(2.311.924.920)
-
2.311.924.920
2.047.176.033
-
Balance at 1 June 2023 232.417.000 2.224.185.380 - - (95.776.015) 12.033.487 302.559.447 2.128.554.903 1.279.471.578 6.083.445.780

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE ACCOUNTING PERIODS 1 JANUARY - 30 JUNE 2024 AND 2023

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

Notes 1 January -
30 June 2024
1 January
30 June 2023
Cash Flows From Operating Activities
Net profit for the period 913.001.374 2.128.554.903
Adjustments related to reconciliation
of net profit for the period 1.588.419.803 696.139.122
Depreciation and amortization expense 9-10 675.674.370 637.968.193
Adjustments for impairment
impairment and expenses related to closed restaurants 21 22.140 5.560.224
Adjustments for provisions
provisions related to employee benefits 13 188.391.658 271.932.083
Adjustment related to provisions
for litigation and/or penalties 12 8.255.183 23.831.500
Adjustments related to interest income and expenses
Interest income 21-22 (711.158.493) (201.153.466)
Adjustments related to participation share 21 (234.258.970) -
Interest expense 22 4.072.034 221.436.009
Deferred financial income
arising from forward purchases 20 8.376.634 14.394.429
Unearned finance expense
arising from credit sales 20 (110.191.551) (56.673.854)
Depreciation and amortisation on leases 11 940.368.838 854.451.517
Interest expense on leases, net 22-11 192.042.619 148.279.698
Exchange rate difference expense related to leases 22.038.500 72.698.553
Adjustments related to unrealised
foreign currency translation differences - 50.857.389
Insurance income 21 (11.925.384) (88.885.266)
Adjustments related to tax (income) / expense 23 363.944.229 (429.994.751)
Adjustments related to gain
on disposal of property, plant and equipment 21 5.296.588 35.599.281
Monetory gain 21 247.471.408 (864.162.417)
Changes in Working Capital 247.882.875 647.440.398
Adjustments related to (increase)/decrease in trade receivables
Increase in due from related parties (364.908.147) (276.330.348)
Increase in trade receivables from third parties (308.754.130) (491.081.393)
Adjustments related to (increase)/decrease
in other current and non-current assets (28.146.167) 5.871.204
(Increase)/decrease in inventories (99.920.423) (227.848.965)
(Increase)/decrease in prepaid expenses (326.733.935) (96.390.308)
Adjustments for increase in trade payables
(Increase)/decrease in due to related parties 399.087.581 945.546.564
(Increase)/decrease in trade payables to third parties 393.685.632 328.623.520
Other payables / liabilities (decrease)/increase 588.753.766 467.712.795
Increase/(decrease) in other liabilities (5.181.302) (8.662.671)
Cash Flows From Operations (384.051.755) (202.909.759)
Income taxes paid 23 (317.803.501) (17.564.095)
Employee benefits paid
Litigation paid
13 (56.160.242)
(10.088.012)
(176.954.060)
(8.391.604)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE ACCOUNTING PERIODS 1 JANUARY - 30 JUNE 2024 AND 2023

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

Notes 1 January -
30 June 2024
1 January
30 June 2023
Cash Flows From Investing Activities (360.829.285) (1.444.482.980)
Cash inflows from disposal
of property, plant and equipment 9 - 21.751.913
Cash outflows from acquisition
of property, plant and equipment 9 (1.246.472.166) (630.004.877)
Cash outflows from acquisition of intangible assets 10 (71.699.966) (92.808.461)
Cash advances given to related parties - (1.033.460.287)
Cash inflows from insurance 11.925.384 88.885.266
Participation share received 234.258.970 -s
Interest received 21-22 711.158.493 201.153.466
Cash Flows From Financing Activities (957.068.408) (1.193.456.405)
Cash inflows from borrowings 4 120.811.119 971.483.766
Cash outflows related to loan repayments 4 (171.634.991) (1.113.142.990)
Interest paid 4 (4.146.828) (231.282.535)
Interest payments related to lease transactions 5 (192.042.619) (148.737.315)
Payments for lease transactions 5 (710.055.089) (671.777.331)
THE EFFECT OF MONETARY LOSS ON
CASH AND CASH EQUIVALENTS (975.797.679) (179.205.227)
NET CHANGE IN
CASH AND CASH EQUIVALENTS 71.556.925 452.080.052
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF THE PERIOD 3 4.920.871.036 349.021.607
CASH AND CASH EQUIVALENTS
AT THE END OF THE PERIOD 3 4.992.427.961 801.101.659

FOR THE ACCOUNTING PERIOD 1 JANUARY – 30 JUNE 2024 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise

indicated.)

NOTE 1 - ORGANIZATION AND OPERATIONS OF THE GROUP

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 30 June 2024 the average number of personnel employed during the year is 14.917 (31 December 2023: 15.454).

As of 30 June 2024, the Group has a total of 1.710 open restaurants. The number of franchise restaurants in the total number of open restaurants is 752 as of 30 June 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 30 June 2024, the list of subsidiaries is as follows:

  • TAB Georgia LLC. "GÜRCİSTAN"
  • TAB Limited Makedonija Dooel Petrovec "MAKEDONYA"

A brief description of the Company's subsidiaries is as follows:

  • TAB Georgia LLC. was established on 26 December 2006 in Georgia. TAB Georgia operates fast food restaurants. As of 30 June 2024, the total number of open restaurants is 9 and the number of franchise restaurants is 1 (31 December 2023: Total number of open restaurants is 9, 1 of which belongs to franchise restaurants).
  • TAB Limited Makedonija Dooel Petrovec was established in Macedonia on 13 June 2011. TAB Macedonia operates fast food restaurants. As of 30 June 2024, the total number of open restaurants is 15, all of which are operated by the Group. (31 December 2023: Total number of open restaurants is 12, all of which are operated by the Group).

FOR THE ACCOUNTING PERIOD 1 JANUARY – 30 JUNE 2024

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 1 - ORGANIZATION AND OPERATIONS OF THE GROUP (Cont'd)

As at 30 June 2024, the list of branches is as follows:

• TAB Gıda Sanayi ve Ticaret A.Ş. – Northern Cyprus Branch "KUZEY KIBRIS"

Approval of the consolidated financial statements

The consolidated financial statements have been approved by the Board of Directors and authorised for issue on 27 August 2024. The General Assembly and other regulatory bodies are authorised to amend and restate the financial statements.

NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

2.1 Basic Principles of Presentation

Implemented Financial Reporting Standards

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

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

Financial Reporting In Hyperinflationary Economy

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 March 2024 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 March 2024 as per TAS 29.

FOR THE ACCOUNTING PERIOD 1 JANUARY – 30 JUNE 2024 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

2.1 Basic Principles of Presentation (Cont'd)

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:

Year end Index
2021 686,95
2022 1.128,45
2023 1.859,38
2024/06 2.319,29

NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

2.1 Basic Principles of Presentation (Cont'd)

Financial Reporting under Hyperinflation

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.

Functional and Reporting Currency

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 30 June 2024, the buying exchange rates for assets are 1 Macedonian Dinar = TL 0,5718 and 1 Lari = TL 11,7096 (31 December 2023: 1 Macedonian Dinar = TL 0,5310 and 1 Lari = TL 10,9890), and the selling exchange rates for liabilities are 1 Macedonian Dinar = TL 0,5696 and 1 Lari = TL 12,0048 (31 December 2023: 1 Macedonian Dinar = TL 0,5310 and 1 Lari = TL 10,9890).

FOR THE ACCOUNTING PERIOD 1 JANUARY – 30 JUNE 2024

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

2.1 Basic Principles of Presentation (cont'd)

Basis Of Consolidation

The details of the Company's subsidiaries as at 30 June 2024 and 31 December 2023 are as follows:

Subsidiaries Business Segment Country of Origin 30 June
2024
31 December
2023
TAB Georgia LLC Quick Service
Restaurant
Georgia %100 %100
TAB Limited Makedonija
Dooel Petrovec
Quick Service
Restaurant
Macedonia %100 %100

As at 30 June 2024 and 31 December 2023, the Group's branch information is as follows:

Branch Name Business Segment Country of Origin
TAB Gıda Sanayi ve Ticaret A.Ş. Quick Service Restaurant Northern Cyprus

– Northern Cyprus Branch

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:

  • has power over the invested company/asset
  • is entitled or open to variable returns from the invested company/asset
  • has the ability to affect those returns through its power to direct the activities of the entity

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:

  • Comparing the voting rights of the Company with the other shareholders,
  • Potential voting rights of the Company and other shareholders have,
  • Rights arising from other contractual agreements,
  • Other events and conditions that can show whether the Company has power in managing the relevant activities (including the votes at the general assembly meetings in previous periods) in cases where a decision needs to be made.

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.

FOR THE ACCOUNTING PERIOD 1 JANUARY – 30 JUNE 2024

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

2.1 Basic Principles of Presentation (cont'd)

Basis Of Consolidation

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.

Offsetting

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.

2.2 Changes in Accounting Policies

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.

2.3 Changes and Errors in Accounting Estimates

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.

2.4 New and Revised Turkish Accounting Standards

The accounting policies adopted in preparation of the consolidated financial statements as of March 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.

FOR THE ACCOUNTING PERIOD 1 JANUARY – 30 JUNE 2024 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

2.4 New and Revised Turkish Accounting Standards (cont'd)

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

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

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

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

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

In January 2023, POA issued amendments to TFRS 16. The amendments specify the requirements that a 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.

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

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

FOR THE ACCOUNTING PERIOD 1 JANUARY – 30 JUNE 2024

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

2.4 New and Revised Turkish Accounting Standards (cont'd)

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

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

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

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

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

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

TFRS 17 - The new Standard for insurance contracts

POA issued TFRS 17 in February 2019, a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. TFRS 17 model combines a current balance sheet measurement of insurance contract liabilities with the recognition of profit over the period that services are provided. The mandatory effective date of the Standard postponed to accounting periods beginning on or after January 1, 2025 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.

iii) The amendments which are effective immediately upon issuance

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

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

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

FOR THE ACCOUNTING PERIOD 1 JANUARY – 30 JUNE 2024 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

2.5 Significant accounting policies

The condensed consolidated financial statements for the interim period ended March 31, 2024 have been prepared in accordance with TAS 34 Interim Financial Reporting. The significant accounting policies applied in the preparation of the condensed consolidated financial statements are consistent with those described in detail in the consolidated financial statements for December 31, 2023. Accordingly, the condensed consolidated financial statements should be read in conjunction with the financial statements for the year ended December 31, 2023.

2.6 Going Concern Assumption

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.

NOTE 3 - CASH AND CASH EQUIVALENTS

30 June 2024 31 December 2023
Cash on hand 61.800.603 54.160.997
Demand deposits at bank 87.434.948 165.746.960
Time deposits at bank 4.786.846.112 4.656.253.305
Other cash equivalents (*) 56.346.298 44.709.774
4.992.427.961 4.920.871.036

(*) 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 30 June 2024
TL %40 July – 25 Sep 2024 4.786.846.112
4.786.846.112
Currency Type
Interest Rate (%) Maturity 31 December 2023
TL %40 - %47 2 Jan - 29 Mar 2024 3.968.182.852
USD %45 2 Jan 2024 688.070.453
4.656.253.305

FOR THE ACCOUNTING PERIOD 1 JANUARY – 30 JUNE 2024 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 4 - BORROWINGS

The details of the Group's financial liabilities as at 30 June 2024 and 31 December 2023 are as follows:

30 June 2024 31 December 2023
Short term bank borrowings 28.737.214 70.729.017
Current portion of long-term borrowings 17.848.958 45.001.186
Total borrowings 46.586.172 115.730.203

Details of the bank loans are as follows:

Currency Type Weighted Average
Effective Interest Rate
31 March 2024
Current
TL 31,6% 46.586.172
46.586.172
Currency Type Weighted Average
Effective Interest Rate
31 December 2023
Current
TL %39,8 115.730.203
115.730.203

The movement of the Group's financial liabilities as at 31 March 2024 and 2023 is as follows:

2024 2023
Opening balance as of 1 January 115.730.203 2.559.359.057
Cash inflow from borrowings 120.811.119 971.483.766
Cash outflows from borrowings (171.634.991) (1.113.142.990)
Exchange differences - 285.004.196
Interest payments (4.146.828) (231.282.535)
Interest expense 4.072.034 224.762.615
Monetary gain (18.245.365) (252.955.262)
Closing balance at 30 June 46.586.172 2.443.228.847

FOR THE ACCOUNTING PERIOD 1 JANUARY – 30 JUNE 2024 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 5 - LEASE LIABILITIES

30 June 2024 31 December 2023
Short-term lease liabilities 1.103.453.579 865.840.513
Total short-term lease liabilities 1.103.453.579 865.840.513
Long-term lease liabilities 1.889.943.161 1.674.884.639
Total long-term lease liabilities 1.889.943.161 1.674.884.639
Total lease liabilities 2.993.396.740 2.540.725.152
30 June 2024 31 December 2023
To be paid within 1 year 1.103.453.579 865.840.513
To be paid between 1-2 years 668.385.410 587.970.012
To be paid between 2-3 years 474.785.013 412.513.373
To be paid between 3-4 years 185.626.254 268.379.095
To be paid after 4+ years 561.146.484 406.022.159
2.993.396.740 2.540.725.152

The movement of the Group's finance lease payables as at 30 June 2024 and 2023 is as follows:

2024 2023
Opening balance as of 1 January 2.540.725.152 2.837.947.476
Purchases 1.566.159.166 1.057.463.827
Payments (710.055.089) (671.777.331)
Exchange differences, net 22.038.500 72.698.553
Interest expense 192.042.619 148.737.315
Monetary gain (617.513.608) (313.829.328)
Closing balance at 30 June 2.993.396.740 3.131.240.512

NOTE 6 - TRADE RECEIVABLES AND PAYABLES

a) Trade Receivables and Notes Receivable

Current trade receivables 30 June 2024 31 December 2023
Trade receivables 664.445.287 488.568.795
Notes receivable 787.829 -
Trade receivables from related parties (Note 24) 597.310.465 330.498.339
Impairment provision for trade receivables (-) (6.763.156) (8.435.995)
1.255.780.425 810.631.139

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. Average maturity for trade receivables is 8 days

(31 December 2023: 9 days). The average maturity of trade receivables from related parties in 2024 is 20 days. (31 December 2023: 29 days).Trade receivables are discounted using an annual interest rate of 43,90% (2023:37,22%).

FOR THE ACCOUNTING PERIOD 1 JANUARY – 30 JUNE 2024

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 6 - TRADE RECEIVABLES AND PAYABLES (cont'd)

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 (8.435.995) 2.336.980
Monetary gain/loss 1.672.839 (4.288.137)
Closing balance at 31 March (6.763.156) (1.951.157)

The nature and level of risks related to trade receivables are disclosed in Note 25.

b) Trade Payables

Short-term trade payables 30 June 2024 31 December 2023
Trade payables (*) 417.536.568 388.065.543
Trade payables to related parties (Note 24) 1.511.943.461 1.323.323.278
Accrued expenses 191.278.191 156.476.672
2.120.758.220 1.867.865.493
Long-term trade payables
Trade payables (*) 136.397.630 174.893.807
136.397.630 174.893.807

(*) 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 25.357.800 for short term trade payables and TL 136.397.630 for long-term trade payables.

The average maturity of trade payables is 12 days (31 December 2023: 12 days). Average maturity of trade payables to related parties is 25 days (31 December 2023: 25 days).

Trade payables are discounted using the effective interest method. The effective interest rate of 37,22% has been used to determine the value of trade payables (31 December 2023: 37,22%).

The nature and level of risks related to trade payables are disclosed in Note 25.

FOR THE ACCOUNTING PERIOD 1 JANUARY – 30 JUNE 2024

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 7 - OTHER RECEIVABLES AND PAYABLES

a) Other Receivables

Short-term other receivables 30 June 2024 31 December 2023
Receivables from tax office 4.114.890 1.906.498
Deposits and guarantees given 2.005.825 1.404.555
Accrued income 162.560 251.605
6.283.275 3.562.658
Long-term other receivables
Deposits and guarantees given (*) 23.786.096 28.582.598
Other
4.323.974
4.868.916
28.110.070 33.451.514

(*) 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.

b) Other Payables

Short-term other payables 30 June 2024 31 December 2023
Dividend payment 146.500.000 -
Deposits and guarantees received (*) 715.337 885.254
Other 67.077 127.038
147.282.414 1.012.292

(*) 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.

NOTE 8 - INVENTORIES

30 June 2024 31 December 2023
Raw materials 348.255.537 328.183.922
Other inventory 24.821.845 23.657.879
373.077.382 351.841.801

(Convenience translation of consolidated financial statements originally issued in Turkish)

TAB GIDA SANAYİ VE TİCARET A.Ş. AND ITS SUBSIDIARIES

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 June 2024 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 9 - PROPERTY, PLANT AND EQUIPMENT

Plant Leasehold
improvements
Construction
in progress
Total
Machinery
&
Furniture &
Equipment Vehicles Fixture
Cost:
Opening balance as of 1 January 2024 8.929.100.919 32.745.070 3.296.735.555 2.859.781.804 238.777.126 15.357.140.474
Additions 470.369.150 - 264.743.767 383.000.159 128.359.090 1.246.472.166
Disposals (6.058.940) (93.130) (3.050.325) (118.815) - (9.321.210)
Currency translation effect - - (36.077.217) (3.492.249) - (39.569.466)
Closing balance on
30
June
2024
9.393.411.129 32.651.940 3.522.351.780 3.239.170.899 367.136.216 16.554.721.964
Accumulated Depreciation:
Opening balance as of 1 January 2024 (5.395.110.066) (6.783.074) (2.039.881.527) (1.396.035.380) - (8.837.810.047)
Charge for the period (351.655.719) (3.835.669) (133.961.028) (153.692.812) - (643.145.228)
Disposals 3.743.936 87.770 178.072 14.844 - 4.024.622
Currency translation effect - - 14.968.338 166.363 - 15.134.701
Closing balance on
31
June
2024
(5.743.021.849) (10.530.973) (2.158.696.145) (1.549.546.985) - (9.461.795.952)
Net Book Value 3.650.389.280 22.120.967 1.363.655.637 1.689.623.914 367.136.216 7.092.926.012

The depreciation expenses amounting to TL 583.332.722 have been included in the cost of goods sold, and TL 59.812.506 have been included in general administrative expenses (as of June 30, 2023: TL 563.389.650 included in the cost of sales and TL 57.767.627 included in general administrative expenses).

(Convenience translation of consolidated financial statements originally issued in Turkish)

TAB GIDA SANAYİ VE TİCARET A.Ş. AND ITS SUBSIDIARIES

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 June 2024 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 9 - PROPERTY, PLANT AND EQUIPMENT (cont'd)

Plant Leasehold Construction
in progress
Machinery
&
Furniture &
Equipment Vehicles Fixture improvements Total
Cost:
Opening
balance as of 1 January 2023
7.759.915.160 19.501.390 2.874.621.421 2.319.851.679 147.028.244 13.120.917.894
Additions 151.988.879 - 209.462.200 257.150.388 11.403.410 630.004.877
Disposals (73.097.955) (14.348.736) (23.971.399) (48.698.698) - (160.116.788)
Translation
difference
- - 108.153.510 7.859.275 - 116.012.785
Closing balance on
30
June
2023
7.838.806.084 5.152.654 3.168.265.732 2.536.162.644 158.431.654 13.706.818.768
Accumulated Depreciation:
Opening
balance as of 1 January 2023
(4.421.782.405) (16.688.324) (1.772.084.377) (1.207.409.463) - (7.417.964.569)
Charge for the period (301.819.962) (934.717) (189.040.147) (129.362.451) - (621.157.277)
Disposals 42.269.903 12.596.994 20.008.028 27.890.669 - 102.765.594
Translation
difference
- - (33.320.351) (567.999) - (33.888.350)
Closing balance on
31
June
2023
(4.681.332.464) (5.026.047) (1.974.436.847) (1.309.449.244) - (7.970.244.602)
Net Book Value 3.157.473.620 126.607 1.193.828.885 1.226.713.400 158.431.654 5.736.574.166

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 9 - PROPERTY, PLANT AND EQUIPMENT (cont'd)

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).

Fair value measurement of the Group's freehold land, buildings and machinery & equipment

As of December 31, 2023, the fair value measurements of the plants, machinery, and equipment owned by the Group has been performed by Kale Taşınmaz Değerleme ve Danışmanlık A.Ş., an independent valuation company. The relevant valuation firm is authorized by the CMB and provides plant, machinery, and equipment valuation services in accordance with capital market regulations, and possesses the necessary experience and qualifications to measure the fair value of the related machinery.

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 30 June 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 - 3.650.389.280 -
- 3.650.389.280 -

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 9 - PROPERTY, PLANT AND EQUIPMENT (cont'd)

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.

NOTE 10 - INTANGIBLE ASSETS

Initial Rights and
Franchise Fees Licenses Total
Cost:
Opening balance
as of 1 January 2024 566.893.906 592.893.847 1.159.787.753
Additions 20.332.517 51.367.449 71.699.966
Disposals - (308.444) (308.444)
Currency translation differences (44.063.214) - (44.063.214)
Closing balance
as of 30 June 2024 543.163.209 643.952.852 1.187.116.061
Accumulated Amortization:
Opening balance
as of 1 January 2024 (192.316.454) (238.347.297) (430.663.751)
Charge for period (10.572.784) (21.956.358) (32.529.142)
Disposals - 5.141 5.141
Currency translation effects - - -
Closing balance
as of 30 June 2024 (202.889.238) (260.298.514) (463.187.752)
Net Book Value 340.273.971 383.654.338 723.928.309

The depreciation expenses of TL 29.503.932 have been included in the cost of goods sold, and TL 3.025.210 have been included in general administrative expenses (as of June 30, 2023: TL 15.247.501 included in the cost of sales and TL 1.563.415 included 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.

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 10 - INTANGIBLE ASSETS (cont'd)

Initial Rights and
Franchise Fees Licenses Total
Cost:
Opening balance
as of 1 January 2023 546.951.697 506.098.816 1.053.050.513
Additions 70.573.314 22.235.147 92.808.460
Disposals (1.621.264) (110.855) (1.732.119)
Currency translation effect (44.045.737) - (44.045.737)
Closing balance
as of 30 June 2023 571.858.010 528.223.107 1.100.081.117
Accumulated Amortization:
Opening balance
as of 1 January 2023 (172.959.557) (202.987.499) (375.947.056)
Charge for the period (9.302.506) (7.508.410) (16.810.916)
Disposals 504.394 53.185 557.579
Currency translation effect (731.983) - (731.983)
Closing Balance
As of 30 June 2023 (182.489.652) (210.442.724) (392.932.376)
Net Book Value 389.368.358 317.780.383 707.148.741

NOTE 11 - RIGHT OF USE ASSETS

Restaurants Property Vehicles Total
Cost:
Opening balance
as of 1 January 2024 7.963.446.267 40.943.322 49.290.203 8.053.679.792
Additions 1.557.212.379 7.887.611 1.059.176 1.566.159.166
Disposals (144.715.548) - (15.135.699) (159.851.247)
Currency translation effect (8.975.233) - - (8.975.233
Closing balance
as of 30 June 2024 9.366.967.865 48.830.933 35.213.680 9.451.012.478
Accumulated Amortization:
Opening balance
as of 1 January 2024 (3.590.342.624) (27.347.328) (34.670.559) (3.652.360.511)
Charge for the period (916.281.086) (13.282.384) (10.805.368) (940.368.838)
Disposals 124.355.640 - 11.217.132 135.572.772
Currency translation effect 2.772.771 - - 2.772.771
Closing balance
as of 30 June 2024 (4.379.495.299) (40.629.712) (34.258.795) (4.454.383.806)
Net Book Value 4.987.472.566 8.201.221 954.885 4.996.628.672

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 11 - RIGHT OF USE ASSETS (cont'd)

Restaurants Property Vehicles Total
Cost:
Opening balance
as of 1 January 2023 6.562.024.891 28.968.011 49.753.569 6.640.746.471
Additions 1.260.361.176 4.782.462 8.214.162 1.273.357.800
Disposals (127.245.711) - (106.927) (127.352.638)
Currency translation effect 64.822.961 - - 64.822.961
Closing balance
as of 30 June 2023 7.759.963.317 33.750.473 57.860.804 7.851.574.594
Accumulated Amortization:
Opening balance
as of 1 January 2023 (2.153.643.856) (10.694.224) (11.484.568) (2.175.822.648)
Charge for the period (834.472.915) (8.234.155) (11.744.447) (854.451.517)
Disposals 49.820.792 - 106.927 49.927.720
Currency translation effect (56.032.513) - - (56.032.513)
Closing balance
as of 30 June 2023 (2.994.328.492) (18.928.379) (23.122.087) (3.036.378.958)
Net Book Value 4.765.634.825 14.822.094 34.738.717 4.815.195.636

The Group's right of use assets consist 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 -
30 June 2024
1 January -
30 June 2023
Depreciation expense on right-of use assets 940.368.838 854.451.517
Interest expense on lease liabilities 192.042.619 148.279.698
Foreign exchange losses on lease liabilities (net) 22.038.500 72.698.553
Expenses related to variable lease payments
not included in the measurement of lease liabilities 778.866.222 684.116.032
Total 1.933.316.179 1.759.545.800

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 11 - RIGHT OF USE ASSETS (cont'd)

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 -
30 June 2024
1 January -
30 June 2023
Fixed payments 654.646.998 599.661.740
Variable payments 778.866.222 684.116.032
Total 1.433.513.220 1.283.777.772

NOTE 12 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

a) Litigation provisions:

30 June 2024 31 December 2023
Litigation provisions 23.448.614 31.330.719
23.448.614 31.330.719
The movement of provisions for litigation is as follows:
2024 2023
Opening balance as of 1 January 31.330.719 22.390.043
Charged to expense 8.255.183 23.831.500
Litigation paid (10.088.012) (8.391.604)
Monetary gain (6.049.276) (4.826.811)
Closing balance as of 31 March 23.448.614 33.003.128

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 30 June 2024, there are ongoing lawsuits against the Group amounting to TL 28.310.313 (31 December 2023: TL 35.779.644). The Group Management has provided provision amounting to TL 23.448.614 (31 December 2023: TL 31.330.719) for the lawsuits for which cash outflow is considered probable.

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 12 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (cont'd)

b) Guarantees, pledges and mortgages:

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 293.183.971 (31 December 2023: TL 291.109.710).

30 June 2024

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 406.008.540 1.782.442 - 2.373.805 264.052.868
- Guarantees 406.008.540 1.782.442 - 2.373.805 264.052.868
- 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 406.008.540 1.782.442 - 2.373.805 264.052.868
31 December 2023
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 488.629.849 3.139.569 - 3.167.871 293.615.355
- Guarantees 488.629.849 3.139.569 - 3.167.871 293.615.355
- 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

D. Total amount of other GPMs given - - - - - Total 488.629.849 3.139.569 - 3.167.871 293.615.355

ordinary commercial activities - - - - -

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 12 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (cont'd)

c) Commitments:

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.

d) Obligation from Material Contracts:

Master Franchise Development Agreement (MFDA)

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.

NOTE 13 - EMPLOYEE BENEFITS

a) Provisions related to employee benefits

30 June 2024 31 December 2023
Payables to personnel (*) 324.914.326 209.816.006
Social security premiums payable 197.151.462 158.814.627
Income tax payable 43.491.160 29.962.104
565.556.948 398.592.737

(*) Amount due to personnel represents salaries and wages accrued in the last month.

b) Provisions:

30 June 2024 31 December 2023
Unused vacation provision 160.392.695 126.610.457
Retirement pay provision 142.722.913 125.055.007
303.115.608 251.665.464

c) Unused vacation provision:

2024 2023
Opening balance as of 1 January 126.610.457 101.588.503
Increase during the period 93.992.993 146.552.283
Paid during the period (-) (17.026.591) (91.516.651)
Monetary loss/gain (43.184.164) (20.800.803)
Closing balance at 30 June 160.392.695 135.823.332

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 13 - EMPLOYEE BENEFITS (cont'd)

d) Retirement pay provision:

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 pay to be paid as of June 30, 2024, is subject to a cap of TL 41.828,42 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 30 June 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 20,82% and an interest rate of 25,05%, resulting in a real discount rate of approximately 3.50% (31 December 2023: 3.50%). 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 35.058,58 effective from 1 April 2024 has been taken into consideration in the calculation of the Group's provision for employment termination benefits (1 April 2023: TL 19.982,83).

2024 2023
Opening balance as of 1 January 125.055.007 114.028.881
Service cost 92.769.427 123.597.907
Interest cost 1.629.238 1.781.893
Actuarial loss/gain 194.729 5.486.199
Retirements benefits paid (-) (39.133.651) (85.437.409)
Monetary loss/gain (37.791.837) (32.415.443)
Closing balance as of 30 June 142.722.913 127.042.028

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 14 - OTHER ASSETS AND LIABILITIES

Other Current Assets 30 June 2024 31 December 2023
VAT carried forward 7.025.402 5.419.789
Prepaid corporate tax 546.576 -
Other 35.053.485 17.963.945
42.625.463 23.383.734
Other Non-Current Assets 30 June 2024 31 December 2023
Evacuation costs (*) 6.501.303 7.472.486
Rent deposits 1.909.539 -
8.410.842 7.472.486

(*) Evacuation costs consist of premiums paid to the previoustenant to exit the property to be leased and non-refundable deposits paid to the property owners to become a tenant in the relevant property at the beginning of the lease.

Short-Term Liabilities 30 June 2024 31 December 2023
VAT payable
Taxes and funds payable
114.444.182
10.936.772
88.492.819
5.340.058
125.380.954 93.832.877

NOTE 15 - PREPAID EXPENSES AND CONTRACT LIABILITIES

Short-Term Prepaid Expenses 30 June 2024 31 December 2023
Advances given (*) 1.066.133.908 1.029.174.501
Prepaid expenses 53.897.673 10.842.019
Advances given 1.698.831 752.181
1.121.730.412 1.040.768.701

(*) The given order advances include TL 490.540.232 to Fasdat Gıda Dağıtım San. Tic. A.Ş. for construction expenses and operational equipment purchases related to the Group's restaurants, TL 212.637.380 to Ekur İnşaat San. Tic. A.Ş., TL 292.004.144 to Mes Mutfak Ekip. San. Tic. A. Ş. (31 December 2023: TL 762.128.338 was given to Fasdat Gıda Dağıtım San. Tic. A.Ş., TL 148.206.158 was given to Ekur İnşaat San. Tic. A.Ş., TL 79.683.106 was given to Mes Mutfak Ekip. San. Tic. A. Ş. and TL 1.935.850 was given to ATP Yazılım ve Teknoloji A.Ş.).

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 15 - PREPAID EXPENSES AND CONTRACT LIABILITIES (cont'd)

Long Term Prepaid Expenses 30 June 2024 31 December 2023
Prepaid expenses 44.410.554 42.201.190
44.410.554 42.201.190
Short-Term Contract Liabilities 30 June 2024 31 December 2023
Advances received (*) 102.596.241 66.594.068
Advances from customers (**) 74.108.933 81.009.067
Non-refundable advances received (***) 15.293.039 67.381.184
191.998.213 214.984.319
Long-Term Contract Liabilities 30 June 2024 31 December 2023
Advances from customers (**) 92.221.703 119.899.743
Non-refundable advances received (***) 75.289.499 108.139.645
167.511.202 228.039.388

(*) 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.

NOTE 16 - EQUITY

a) Equity:

The paid-in capital structure of the Group as of 30 June 2024 and 31 December 2023 is as follows:

30 June 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 2.232.381.788 2.232.381.788
Adjusted Capital 2.493.673.788 2.232.381.788

"The Group's authorized and issued capital consists of 261.292.000 shares each with a registered nominal value of TL1."

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 16 – EQUITY (cont'd)

b) Legal Reserves

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.

c) Analyses of Other Comprehensive Income Items

As of 30 June 2024, 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 30 June 2024 31 December 2023
Gain on revaluation and measurement 624.916.663 624.916.663
Loss on remeasurement of defined benefit plans 4.486.771 4.632.817
629.403.434 629.549.480
To be reclassified to profit or loss 30 June 2024 31 December 2023
Currency translation differences 99.509.984 15.350.934
99.509.984 15.350.934

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.

NOTE 17 – REVENUE AND COST OF SALES

a) Revenue

1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Restaurant sales 12.248.328.452 11.649.239.682 6.711.886.854 6.482.191.370
Franchise revenues 1.255.498.022 1.050.946.105 722.828.148 603.152.647
Sales to franchised restaurants 252.594.418 339.021.321 134.650.595 211.597.091
Other sales 9.445.074 19.941.738 4.610.276 14.438.565
Sales returns (-) (88.970.938) (74.880.835) (45.886.266) (47.397.533)
13.676.895.028 12.984.268.011 7.528.089.607 7.263.982.140

The timing of the fulfilment of the performance obligation is as follows:

1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Fulfilment at a certain time
Fulfilment spread over time
13.424.300.610
252.594.418
12.645.246.690
339.021.321
7.393.439.012
134.650.595
7.052.385.049
211.597.091
13.676.895.028 12.984.268.011 7.528.089.607 7.263.982.140

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 17 – REVENUE AND COST OF SALES (Cont'd)

b) Cost of Sales

1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Foods and materials used (4.738.301.457) (4.901.846.452) (2.594.049.568) (2.691.772.181)
Personnel expenses (2.544.232.452) (2.009.083.975) (1.259.515.589) (986.115.152)
General production cost (1.651.810.029) (1.595.954.300) (853.396.633) (773.333.731)
Amortization expenses related
with leases
(916.398.388) (832.671.140) (461.415.236) (425.154.061)
Rent expenses (752.525.499) (664.964.602) (454.122.705) (413.263.071)
Amortization expenses (612.836.654) (578.637.151) (319.159.178) (306.302.691)
Cost of sales to
Franchised restaurants (105.144.533) (87.143.134) (55.691.902) (39.360.214)
Cost of merchandise sold (60.934.268) (70.277.165) (31.771.327) (24.378.374)
(11.382.183.280) (10.740.577.919) (6.029.122.138) (5.659.679.475)

NOT 18 – MARKETING, SELLING AND DISTRIBUTION AND ADMINISTRATIVE EXPENSES

a) General Administrative Expenses

1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Personnel expenses (203.516.003) (177.265.768) (93.385.329) (91.872.108)
Depreciation expenses (Note 9, 10) (62.837.716) (59.331.042) (32.725.252) (31.407.002)
Financial and legal
consultancy expenses (57.403.703) (55.759.377) (27.875.644) (32.510.341)
Rent expenses (26.340.723) (19.151.430) (26.340.723) (19.151.430)
Office expenses (25.574.209) (59.665.246) (19.699.966) (55.481.225)
Maintenance and repair expenses (23.612.272) (13.396.120) (11.093.329) (7.582.031)
Amortization expenses related
with leases (Note: 11) (23.970.450) (21.780.377) (12.069.348) (10.966.626)
Travelling expenses (12.978.468) (3.553.746) (5.837.139) (1.699.580)
Electricity and fuel expenses (7.911.119) (5.528.807) (3.869.429) (2.543.517)
Insurance expenses (2.795.083) (5.845.919) (682.665) (828.468)
Duties, fees and other tax expenses (2.771.129) (6.058.816) (2.058.205) (1.042.107)
Other (43.622.852) (49.992.129) (25.577.244) (11.488.956)
(493.333.727) (477.328.777) (261.214.273) (266.573.391)

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOT 18 – MARKETING, SELLING AND DISTRIBUTION AND ADMINISTRATIVE EXPENSES (Cont'd)

1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Marketing and advertising
expenses (564.831.075) (558.677.399) (248.622.673) (280.277.670)
Commission expenses (73.887.498) (87.632.886) (36.919.551) (49.604.981)
Other (6.580.652) (3.136.044) (3.251.759) (1.446.919)
(645.299.225) (649.446.329) (288.793.983) (331.329.570)

NOTE 19 – EXPENSE BY NATURE

The details of depreciation, amortisation and depletion expenses by expense accounts are as follows:

1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Cost of sales (612.836.654) (578.637.151) (319.159.178) (306.302.691)
General administrative expenses (62.837.716) (59.331.042) (32.725.252) (31.407.002)
(675.674.370) (637.968.193) (351.884.430) (337.709.693)

The breakdown of amortisation expenses related to rights of use by expense accounts is as follows:

1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Cost of sales (916.398.388) (832.671.140) (461.415.236) (425.154.061)
General administrative expenses (23.970.450) (21.780.377) (12.069.348) (10.966.626)
(940.368.838) (854.451.517) (473.484.584) (436.120.687)

The details of personnel expenses by expense accounts are as follows

1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Satışların maliyeti (2.544.232.452) (2.009.083.975) (1.259.515.589) (986.115.152)
General administrative expenses (203.516.003) (177.265.768) (93.385.329) (91.872.108)
(2.747.748.455) (2.186.349.743) (1.352.900.918) (1.077.987.260)

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 20 – OTHER OPERATING INCOME AND EXPENSES

a) Other Operating Income

1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Rediscount income 110.191.551 56.673.854 71.081.776 26.539.100
Foreign currency gain
on trade activities 49.803.576 246.434.748 7.316.948 128.182.090
Waste oil income (*) 23.679.792 40.957.785 12.116.498 18.296.952
Income from payroll protocol 10.859.437 10.983.409 3.344.221 4.384.774
Income from the maturity
difference of trade receivables 638.180 1.083.886 253.102 451.325
Other 32.629.023 18.667.328 21.771.121 826.986
227.801.559 374.801.010 115.883.666 178.681.227

(*) Revenues from waste oils sold abroad

b) Other Operating Expense

1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Pre-opening and temporary
closure expenses (*) (145.444.014) (115.222.619) (76.261.255) (49.229.780)
Foreign exchange
losses on trade payables (18.622.540) (101.937.347) - (26.998.129)
Litigation expenses (10.088.012) (8.391.603) (5.301.996) (4.355.670)
Rediscount expenses (8.376.634) (14.394.429) - (7.466.613)
Recovery contribution fee (6.093.821) (2.028.665) (3.293.610) (181.555)
Other (25.478.835) (60.001.719) (2.263.131) (31.301.170)
(214.103.857) (301.976.382) (87.119.993) (119.532.917)

(*) 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 pre-opening expenses. In addition, rent, electricity, water and natural gas expenses of temporarily closed restaurants are included in pre-opening expenses.

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOT 21 – INCOME AND EXPENSES FROM INVESTING ACTIVITIES

a) Income from investing activities

1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Interest income 560.661.881 102.139.599 336.656.630 92.060.704
Participation share income 234.258.970 - 67.389.328 -
Foreign exchange gains on
investing activities 17.469.968 25.081.809 - 24.496.713
Insurance damage income 11.925.384 59.256.844 - -
Insurance loss of profit income - 29.628.422 - -
Gain on sale of fixed assets 201.735 12.693.571 90.000 2.118.312
Other - 9.397.973 - 4.434.789
824.517.938 238.198.218 404.135.958 123.110.518

b) Expense from investing activities

1 January -
30 June 2024
1 January -
1 April -
30 June 2023
30 June 2024
1 April -
30 June 2023
Foreign exchange expenses related to
investment activities (17.929.526) - (16.398.180) -
Loss on sale of fixed assets (5.498.323) (48.292.852) - (12.408.960)
Closed restaurant expenses (22.140) (5.560.224) - (394.014)
Other (1.973.662) (6.616.692) (1.973.662) (6.616.692)
(25.423.651) (60.469.768) (18.371.842) (19.419.666)

NOT 22 – FINANCE INCOME AND FINANCE EXPENSES

c) Finance income

1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Foreign exchange gains
Interest income from
- 16.994.438 - 16.994.438
payables to related parties
Foreign exchange gains
150.496.612 99.013.867 105.504.636 48.370.207
on lease liabilities - 457.617 - 457.617
150.496.612 116.465.922 105.504.636 65.822.262

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 22 – FINANCE INCOME AND FINANCE EXPENSES (cont'd)

d) Finance expense

1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Foreign exchange losses on
financial liabilities (Note 4) - (276.123.181) - (244.106.998)
Interest expense (Note 4) (4.072.034) (221.436.009) (3.466.152) (139.657.817)
Credit card commissions (135.309.554) (54.829.001) (73.335.349) (30.964.231)
Interest expenses
on lease liabilities (192.042.619) (148.737.315) (93.971.108) (69.665.140)
Letter of guarantee commissions (5.188.446) (5.721.614) (2.167.661) (3.786.664)
Foreign exchange losses
on lease liabilities (Not 5) (22.038.500) (72.698.553) (2.748.324) (65.101.017)
Other (26.183.578) (23.828.559) (18.830.494) (9.594.444)
(384.834.731) (803.374.232) (194.519.088) (562.876.311)

NOTE 23 – INCOME TAXES (INCLUDING DEFERRED TAX ASSETS AND LIABILITIES)

Current tax liability 30 June 2024 31 December 2023
Current corporate tax provision 195.419.843 365.358.598
Less: prepaid taxes and funds (131.499.037) (179.054.134)
63.920.806 186.304.464
1 January -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2024
1 April -
30 June 2023
Current tax expense (190.855.715) (14.956.945) (70.137.087) (12.236.372)
Deferred tax income (173.088.514)
(363.944.229)
444.951.696
429.994.751
(80.596.632)
(150.733.719)
(33.893.645)
(46.130.017)

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 23 – INCOME TAXES (INCLUDING DEFERRED TAX ASSETS AND LIABILITIES) (cont'd)

Corporate tax

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 30 June 2024, the statutory tax rate is 25% (31 December 2023: 25%).

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.

Income withholding tax

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.

Deferred tax

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%).

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 23 – INCOME TAXES (INCLUDING DEFERRED TAX ASSETS AND LIABILITIES) (cont'd)

The deferred tax asset and liabilities consist of the following:

30 June 2024 31 December 2023
Revaluation and revaluation
of property, plant and equipment depreciation
/ amortisation of intangible assets 1.146.533.711 912.378.494
Social security premium cancellations (4.629.731) (6.834.536)
Lease liabilities (38.102.138) (32.847.749)
Provision for employment termination benefit (Note 13) (35.680.728) (31.263.752)
Provision for unused vacation (Note 13) (40.098.174) (31.652.614)
Contractual obligations (15.347.325) (21.343.947)
Litigation provisions (Note 12) (5.862.153) (7.832.680)
Trade receivables/payables rediscount (net) 27.797.886 1.214.092
Other (158.319.857) (77.016.241)
876.291.491 704.801.067

As of 30 June 2024 and 2023, the movement of deferred tax (asset)/liability for the periods ended are as follows:

2024 2023
Opening balance as of 1 January 704.801.067 644.655.435
Accounted for in the income statement 173.088.514 (444.951.696)
Accounted under equity 48.683 (1.097.240)
Monetory gain/loss (1.646.773) (42.112.451)
Closing balance on 30 June 876.291.491 156.494.048

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 24 – RELATED PARTY DISCLOSURES

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:

  • (1) Purchases from related parties: TAB Gıda supplies meat, bread, fresh vegetables and other fast food products for its restaurants through Fasdat Gıda. It purchases machinery and equipment from MES Mutfak. Ekur provides construction, renovation, refurbishment and project drawing services for TAB Gıda restaurants before restaurant openings. Marketing, promotion and advertising activities of TAB Gıda products are carried out by Reklam Üssü.
  • (2) Commissions received from related parties: TAB Gıda receives royalties on the turnover of related party franchise restaurants at a predetermined fixed rate.
  • (3) Other significant transactions with related parties: TAB Gıda receives information technology services related to cash registers in restaurants. In addition, information technology services and IT based operations of the Group are provided by ATP Yazılım ve Teknoloji A.Ş. TAB Gıda's takeaway service is provided by Ata Express Elektronik İletişim Tanıtım Pazarlama Dağıtım San. ve Tic. A.Ş.
  • (4) Short-term non-trade receivables from related parties: Consists of the money lent to TFI TAB Gıda Yatırımları A.Ş. by TAB Gıda.

Balances due from and due to related parties will be settled in cash and no collateral is received or given. No provision for doubtful receivables has been recognised in the current year for receivables from related parties. Transactions between the Company and its subsidiaries forming the Group are not disclosed in this note since they are eliminated on consolidation.

(Convenience translation of consolidated financial statements originally issued in Turkish)

TAB GIDA SANAYİ VE TİCARET A.Ş. AND ITS SUBSIDIARIES

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

30
June
2024
Balances with related parties
Trade Receivables
Current
Trade Receivables
Non-Current
Trade Payables
Current
TFI TAB Gıda Yatırımları
A.Ş.
- - (8.170.808)
Fasdat Gıda Dağıtım San.
ve Tic A.Ş.
- - (1.350.854.967)
Reklam Üssü San. ve Dış
Tic. A.Ş.
5.945 - (71.246.298)
Ekur Et Entegre San. ve Tic. A.Ş. - - -
Ekur
İnşaat San.Tic.A.Ş.
- - -
Atp Ticari Bilgi.Elk.Güç Kaynakları
A.Ş.
- - (75.601.925)
Seraş
Servis Organizasyonları
ve Ticaret A.Ş.
22.402 - (779.424)
Bedela
İnşaat ve Ticaret A.Ş.
- - (28.697)
Arbeta Turizm Org.ve Tic.A.Ş. - - (1.205.202)
Ata Express Elektronik
İletişim Tanıtım Paz.
588.688.562 - -
Ata Yatırım Menkul Kıymetler A.Ş. 42.211 - -
Ata Yatırım Gayrimenkul Yatırım Ortaklığı
A.Ş.
7.991 - (1.814.229)
Ata Yatırım Gayrimenkul Geliştirme Yat.
İnş. A.Ş.
3.151 - -
Ata Portföy Yönetimi A.Ş. 13.246 - -
Ata Holding A.Ş. 146.134 - -
Beray Gıda Bilişim Otomotiv San. Ve Tic.Ltf.Şti. 746.955 -
Tusem Gıda ve Turizm
İşletmeleri Tic. Ltd.
Şti.
622.287 - -
Kınık Maden Suları
A.Ş.
6.070.478 - -
İntiba Gıda
İmalat Ve Tic.Ltd.Şti.
189.810 - -
Zenia Limited - - (82.145)
Mapa Gıda ve Enerji
İnş. Taah.San.Tic.Ltd.Şti.
- - (1.239.230)
Other 751.293 - (920.536)
597.310.465 - (1.511.943.461)

(Convenience translation of consolidated financial statements originally issued in Turkish)

TAB GIDA SANAYİ VE TİCARET A.Ş. AND ITS SUBSIDIARIES

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

31
December 2023
Trade Trade Trade Payables
Balances with
related parties
Receivables
-
current
Receivables Non-Current Current
TFI TAB Gıda Yatırımları A.Ş. - - (8.019.238)
Fasdat Gıda Dağıtım San. ve Tic A.Ş. - - (1.131.076.644)
Reklam Üssü San. ve Dış Tic. A.Ş. - - (161.372.890)
Ekur Et
Entegre San. ve Tic. A.Ş.
- - (2.761.003)
Ekur İnşaat San.Tic.A.Ş. - - -
ATP Yazılım ve Teknoloji A.Ş. - - (148.321)
Seraş Servis Organizasyonları ve Ticaret A.Ş. - - (1.051.525)
Bedela İnşaat ve Ticaret A.Ş. - - (9.925)
Arbeta Turizm Org.ve Tic.A.Ş. - - (1.372.481)
Ata Express Elektronik İletişim Tanıtım Paz. 322.636.235 - -
Atakey Patates Gıda San. ve Tic. A.Ş. 136.500 - -
Ata Yatırım Menkul Kıymetler A.Ş. 90.233 - (17.146)
Ata Yatırım Gayrimenkul Yatırım Ortaklığı A.Ş. 6.159 - (1.126.265)
Ata Yatırım Gayrimenkul Geliştirme Yat.
İnş. A.Ş.
- - (5.510.711)
Ata Portföy Yönetimi A.Ş. 15.608 - -
Ata Holding A.Ş. 120.041 - -
Beray Gıda Bilişim Otomotiv San. Ve Tic.Ltd.Şti. 464.172 - -
Tusem Gıda ve Turizm
İşletmeleri Tic. Ltd.
Şti.
594.343 - -
Kınık Maden Suları
A.Ş.
5.656.074 - (5.992)
İntiba Gıda
İmalat ve Tic.Ltd.Şti.
177.739 - -
Zenia Limited - - (9.712.595)
Other 737.735 - (1.138.542)
330.498.339 - (1.323.323.278)

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

1 January
-
30
June
2024
Commission
Transaction with related parties Purchases Sales received Rent expense Rent income Other income Other expense
TFI TAB Gıda Yatırımları
A.Ş.
(41.010.043) 216.155 - - - - (7.467.424)
Fasdat Gıda Dağ. San.ve Tic A.Ş. (5.170.891.476) 8.828.425 - - 111.102 - (3.814)
Ata Ekspress Elk.
İlt. Tan. A.Ş.
(57.380.621) 3.048.831.040 - - 6.435 - -
Ekur Et Entegre Sanayi ve Ticaret A.Ş. - 110.878 - - - - -
Reklam Üssü San. ve Dış
Tic. A.Ş.
(523.453.673) 7.217.589 1.370.721 (1.758.898) - 9.320.438 (73.507)
ATP Yazılım ve Teknoloji A.Ş. (293.403.659) 3.779.105 - - - - -
Seraş
Servis Org. ve Ticaret A.Ş.
(7.303.279) - - - - - -
Ata Gayr. Yatırım Ortaklığı
A.Ş.
(2.857.278) 31.127 - (8.429.061) - - -
Ata Gayrimenkul Gel. Yat. Ve
İnş. A.Ş.
(60.550) 24.174 - - - - -
Ata Portföy Yönetimi A.Ş. - 111.707 - - - - -
Ata Holding A.Ş. (1.695.005) 313.521 - - - - -
Bedela
İnşaat ve Ticaret A.Ş.
(71.914) - - (7.354.908) - - -
Arbeta Turizm Org.ve Tic.A.Ş. (14.996.312) - - - - - -
Ekur
İnşaat Sanayi ve Tic. A.Ş.
(460.164.956) 2.443.628 3.983.211 - 1.501.137 2.607.700 (13.497.831)
Tusem Gıda ve Tur.
İşl. Tic. Ltd.
Şti.
(49.414) 2.373.412 2.621.029 - - - -
Mes Mutfak Ekp. Tic. A.Ş. (665.188.951) 7.838.115 - - (3.475.109) - -
Ertuğ
Reklam San.ve Tic. A.Ş
(1.067.812) - - - - - -
Kınık Maden Suları
A.Ş.
(1.012.548) 5.135.018 8.915.412 - 2.352.679 - (158.135)
Beray Bil. Mar.
İnş. Ltd.
Şti.
(49.164) 1.134.907 1.888.629 - 447.771 - -
Konuk Ağırlama Teknolojileri ve Uyg. A.Ş. (27.432) 4.934.799 4.816.821 - 3.254.137 - -
Sedko
İnşaat ve Tic. .A.Ş.
(633.998) - - (633.998) - - -
Ata Yatırım Menkul Kıymetler A.Ş. - 462.580 - - - - -
Fbb Gıda
San.Tic.Ltd.Şti.
(128.900) - - - - - -
Zenia Limited (32.103.973) - - - - - -
(7.273.550.959) 3.093.786.182 23.595.824 (18.176.865) 4.198.152 11.928.138 (21.200.711)

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

1
January
-
30
June
2023
Commission
Transaction with related parties Purchases Sales received Rent expense Rent income Other income Other expense
TFI TAB Gıda Yatırımları
A.Ş.
(43.508.090) 5.136 - - - 260.900.745 (627.237)
Fasdat Gıda Dağ. San.ve Tic A.Ş. (5.649.858.789) 412.179.680 2.187 (2.692.295) - - (7.993.460)
Ata Ekspress Elk.
İlt. Tan. A.Ş.
(2.377.364) 2.284.238.954 - - 323.738 - -
Ekur Et Entegre Sanayi ve Ticaret A.Ş. - 98.469 - - - - -
Reklam Üssü San. ve Dış
Tic. A.Ş.
(516.002.447) 8.855.298 1.910.124 (9.719) 43.514 11.826.744 (1.534.697)
ATP Yazılım ve Teknoloji A.Ş. (144.236.464) 3.684.533 - - - 423.022 (11.026.867)
Seraş
Servis Org. ve Ticaret A.Ş.
(7.154.577) - - - - - -
Ata Gayr. Yatırım Ortaklığı
A.Ş.
(21.131) 498 - (5.771.707) - 39.926 (1.293.770)
Ata Gayrimenkul Gel. Yat. Ve
İnş. A.Ş.
(43.922) - - - - 26.375 -
Ata Portföy Yönetimi A.Ş. - 62.176 - - - - -
Ata Yatırım Menkul Kıymetler A.Ş. - - - - - - -
Ata Holding A.Ş. - 26.147 - - - 212.534 -
Bedela
İnşaat ve Ticaret A.Ş.
(5.865.912) - - - - - -
Arbeta
Turizm Org.ve Tic.A.Ş.
(3.120.908) - - - - - -
Ekur
İnşaat Sanayi ve Tic. A.Ş.
(315.975.659) 5.099.659 4.522.749 - - 1.998.589 (495.907)
Tusem Gıda ve Tur.
İşl. Tic. Ltd.
Şti.
(1.059) 1.118.679 2.626.840 - 1.338.326 - (99.741)
Mes Mutfak Ekp. Tic. A.Ş. (294.403.542) 32.780.873 - (3.873.327) - - (3.666.857)
Ertuğ
Reklam San.ve Tic. A.Ş
(1.139.644) - - - - - -
Kınık Maden Suları
A.Ş.
(1.522.021) 2.901.951 9.962.038 - 5.725.763 - -
Beray Bil. Mar.
İnş. Ltd.
Şti.
(1.274) 1.655.588 1.857.046 - - - (56.918)
Konuk Ağırlama Teknolojileri ve Uyg. A.Ş. - 2.302.231 4.796.598 - 5.304.191 - (40.935)
Sedko
İnşaat ve Tic. .A.Ş.
(1.384.111) - - - - - -
(6.986.616.915) 2.755.009.872 25.677.582 (12.347.047) 12.735.533 275.427.935 (26.836.388)

(Convenience translation of consolidated financial statements originally issued in Turkish)

TAB GIDA SANAYİ VE TİCARET A.Ş. AND ITS SUBSIDIARIES

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

1
April
-
30
June
2024
Commission
Transaction with related parties Purchases Sales received Rent expense Rent income Other income Other expense
TFI TAB Gıda Yatırımları
A.Ş.
(16.530.099) - - - - - (7.467.424)
Fasdat Gıda Dağ. San.ve Tic A.Ş. (2.990.028.873) 3.419.968 - - 111.102 - (3.814)
Ata Ekspress Elk.
İlt. Tan. A.Ş.
(22.137.047) 1.721.812.347 - - - - -
Ekur Et Entegre Sanayi ve Ticaret A.Ş. - 60.697 - - - - -
Reklam Üssü San. ve Dış
Tic. A.Ş.
(225.749.443) 6.198.469 712.086 (1.084.471) - 2.890.983 (73.507)
ATP Yazılım ve Teknoloji A.Ş. (161.495.434) 1.854.233 - - - - 13.740.564
Seraş
Servis Org. ve Ticaret A.Ş.
(4.080.317) - - - - - -
Ata Gayr. Yatırım
Ortaklığı
A.Ş.
(315.864) 11.493 - (4.757.523) - - -
Ata Gayrimenkul Gel. Yat. Ve
İnş. A.Ş.
(60.550) 10.370 - - - - -
Ata Portföy Yönetimi A.Ş. - 48.737 - - - - -
Ata Holding A.Ş. - 140.972 - - - - -
Bedela
İnşaat ve Ticaret A.Ş.
(71.914) - - (3.663.748) - - -
Arbeta Turizm Org.ve Tic.A.Ş. (8.169.592) - - - - - -
Ekur
İnşaat Sanayi ve Tic. A.Ş.
(239.513.224) 2.131.819 2.192.413 - - 1.401.633 (13.497.831)
Tusem Gıda ve Tur.
İşl. Tic. Ltd.
Şti.
(30.455) 1.812.904 1.469.160 - (763.590) - -
Mes Mutfak Ekp. Tic. A.Ş. (371.455.406) 1.400.615 - - (3.475.109) - -
Ertuğ
Reklam San.ve Tic. A.Ş
(850.179) - - - - - -
Kınık Maden Suları
A.Ş.
(486.614) 4.006.507 4.974.170 - - - (158.135)
Beray Bil. Mar.
İnş. Ltd.
Şti.
(26.069) 983.423 1.114.369 - - - -
Konuk Ağırlama Teknolojileri ve Uyg. A.Ş. (7.726) 4.210.135 2.908.332 - - - -
Ata Yatırım Menkul Kıymetler A.Ş. - 191.788 - - - - -
Fbb Gıda San.Tic.Ltd.Şti. (56.648) - - - - - -
Sedko
İnşaat ve Tic. .A.Ş.
- - - (633.998) - - -
Zenia Limited (16.190.352) - - - - - -
(4.057.255.806) 1.748.294.477 13.370.530 (10.139.740) (4.127.597) 4.292.616 (7.460.146)

(Convenience translation of consolidated financial statements originally issued in Turkish)

TAB GIDA SANAYİ VE TİCARET A.Ş. AND ITS SUBSIDIARIES

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 JUNE 2024 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

1
April
-
30
June
2023
Commission
Transaction with related parties Purchases Sales received Rent expense Rent income Other income Other expense
TFI
TAB Gıda Yatırımları
A.Ş.
(23.699.342) - - - - 260.900.745 (627.237)
Fasdat Gıda Dağ. San.ve Tic A.Ş. (3.306.898.111) 404.007.948 2.187 (2.692.295) - - (7.993.460)
Ata Ekspress Elk.
İlt. Tan. A.Ş.
- 1.310.859.241 - - 156.400 - -
Ekur Et Entegre Sanayi ve Ticaret A.Ş. - 63.748 - - - - -
Reklam Üssü San. ve Dış
Tic. A.Ş.
(492.085.081) - 1.225.480 (9.719) - 11.817.025 (217.526)
ATP Yazılım ve Teknoloji A.Ş. (82.137.869) 3.684.533 - - - 341.196 (10.094.581)
Seraş
Servis Org. ve Ticaret A.Ş.
(3.196.069) - - - - - -
Ata Gayr. Yatırım Ortaklığı
A.Ş.
(21.131) 498 - (3.415.629) - 22.157 (1.278.698)
Ata Gayrimenkul Gel. Yat. Ve
İnş. A.Ş.
- - - - - 13.296 -
Ata Portföy Yönetimi A.Ş. (37.788) 62.176 - - - - -
Ata Yatırım Menkul Kıymetler A.Ş. (188.561) - - - - - -
Ata Holding A.Ş. - 3.883 - - - 118.014 -
Bedela
İnşaat ve Ticaret A.Ş.
(2.923.807) - - - - - -
Arbeta Turizm Org.ve Tic.A.Ş. (1.542.299) - - - - - -
Ekur
İnşaat Sanayi ve Tic. A.Ş.
(210.214.102) 4.412.041 2.562.681 - - 748.838 -
Tusem Gıda ve Tur.
İşl. Tic. Ltd.
Şti.
(1.059) 429.406 1.429.010 - 761.319 - (98.993)
Mes Mutfak Ekp. Tic. A.Ş. (160.905.662) 18.662.248 - (3.873.327) 1.303.033 - -
Ertuğ
Reklam San.ve Tic. A.Ş
(472.930) - - - - - -
Kınık Maden Suları
A.Ş.
(1.359.858) 2.901.951 5.661.513 - 3.167.204 - -
Beray Bil. Mar.
İnş. Ltd.
Şti.
(95.120) 983.009 1.115.261 - - - (56.918)
Konuk Ağırlama Teknolojileri ve Uyg. A.Ş. 381 522.027 3.132.025 - 3.177.274 - (40.935)
Sedko
İnşaat ve Tic. .A.Ş.
(1.384.111) - - - - - -
(4.287.162.519) 1.746.592.710 15.128.157 (9.990.970) 8.565.229 273.961.271 (20.408.348)

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 June 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 24 – RELATED PARTY DISCLOSURES (cont'd)

Advances given to related parties 30 June 2024 31 December 2023
Fasdat Gıda Dağıtım San. Tic. A.Ş. 490.540.232 762.128.338
Ekur İnşaat San. Tic. A.Ş. 212.637.380 148.206.158
Mes Mutfak Ekip. San. Tic. A. Ş. 292.004.144 79.683.106
995.181.756 990.017.602

Benefits provided to board members and senior management personnel are as follows:

30 June 2024 31 December 2023
Salaries and other short-term benefits 38.856.452 11.460.459
38.856.452 11.460.459

The Company consists of senior management and members of the Board of Directors. Benefits provided to senior executives include salaries, bonuses and health insurance.

NOTE 25 – FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES

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.

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 June 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 25 – FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (cont'd)

a) Capital Risk Management

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:

30 June 2024 31 December 2023
Total borrowings 46.586.172 115.730.206
Less: cash and cash equivalents 4.992.427.961 4.920.871.036
Net Debt (4.945.841.789) (4.805.140.830)
Total Equity 12.924.694.365 12.074.179.987
Rate %38 %40

b) Financial Risk Factors

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.

b.1) Credit Risk Management

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.

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 June 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 25 – FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (cont'd)

b.1) Credit Risk Management (cont'd)

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 65.886.500 (31 December 2023: TL 47.455.274). The level of risks and collateral structure are constantly monitored by the Group Management.

(Convenience translation of consolidated financial statements originally issued in Turkish)

TAB GIDA SANAYİ VE TİCARET A.Ş. AND ITS SUBSIDIARIES

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 June 2024 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 25 – FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (cont'd)

30
June
2024
Trade
Receivables
Related Party
Trade
Receivables
Other Party
Other
Receivables
Related Party
Other
Receivables
Other Party
Bank
Deposits
Restricted
Cash
Maximum
credit risk exposed (A+B+C+D+E)
-
The part of maximum risk under
guarantee with collateral
597.310.465 658.469.960 - 34.393.345 4.874.281.060 56.346.298
A. Net book value of financial assets that
are neither past due or impaired
597.310.465 658.469.960 - 34.393.345 4.874.281.060 56.346.298
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
- 6.763.156 - - - -
-
Impairment
- (6.763.156) - - - -
-
The part of net value under guarantee
with collateral etc. - - - - -
E. Off-balance sheet items with credit risk (-) - - - - - -

(Convenience translation of consolidated financial statements originally issued in Turkish)

TAB GIDA SANAYİ VE TİCARET A.Ş. AND ITS SUBSIDIARIES

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 June 2024 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 25 – FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (cont'd)

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
330.498.339
-
480.132.800
-
-
-
37.014.172
-
4.822.000.265
-
44.709.774
-
A. Net book value of financial assets that
are neither past due or impaired 330.498.339 480.132.800 - 37.014.172 4.822.000.265 44.709.774
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
- 8.435.995 - - - -
-
Impairment
- (8.435.995) - - - -
-
The part of net value under guarantee
with collateral etc. - - - - - -
E. Off-balance sheet items with credit risk (-) - - - - - -

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 June 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 25 – FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (cont'd)

b.2) Market risk management

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.

b.3) Liquidity risk management

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.

Liquidity Risk Statement

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
30 June 2024 value flows 3 months 3-12 months and over
Bank loans 46.586.172 55.816.213 37.967.255 17.848.958 -
Lease liabilities 2.993.396.740 4.577.965.228 337.592.209 833.361.307 3.407.011.712
Trade payables
(Related parties included) 2.257.155.850 2.374.157.243 2.073.146.758 164.612.855 136.397.630
5.297.138.762 7.007.938.684 2.448.706.222 1.015.823.120 3.543.409.342
31 December 2023 Carrying
value
cash
flows
Less than
3 months
Between
3-12 months
1 year
and over
Bank loans 115.730.205 119.750.469 85.211.304 34.539.165 -
Lease liabilities 2.540.725.151 2.918.817.016 275.459.204 826.377.611 1.816.980.201
Trade payables
(Related parties included) 2.042.759.300
2.255.745.115 1.927.780.856 153.070.452 174.893.807
4.699.214.656 5.294.312.600 2.288.451.364 1.013.987.228 1.991.874.008

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 June 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 25 – FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (cont'd)

b.4) Foreign currency risk management

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:

30 June 2024
TL Equivalents USD EUR
1. Trade Receivables 787.829 24.000 -
2a. Monetary Financial Assets 51.969.430 112.593 1.333.982
2b. Non Monetary Financial Assets - - -
3. Other - - -
4. Current Assets 52.757.259 136.593 1.333.982
5. Trade Receivables - - -
6a. Monetary Financial Assets 3.570.549 101.516 6.780
6b. Non Monetary Financial Assets - - -
7. Other - - -
8. Non-Current Assets 3.570.549 101.516 6.780
9. Total Assets (4+8) 56.327.808 238.109 1.340.762
10. Trade Payables 386.365.797 11.743.719 4.335
11. Financial Liabilities - - -
12a. Other Monetary Liabilities 35.192 - 1.000
12b. Other Non Monetary Liabilities - - -
13. Short Term Liabilities 386.400.989 11.743.719 5.335
14. Trade Payables - - -
15. Financial Liabilities - - -
16a. Other Monetary Liabilities - - -
16b. Other Non Monetary Liabilities - - -
17. Long Term Liabilities - - -
18. Total Liabilities (13+17) 386.400.989 11.743.719 5.335
19. Net Foreign Exchange Asset /
Liability) Position (9-18) (330.073.181) 11.743.719 1.335.426
20. Net Monetary Items Foreign
Exchange Asset /(Liabilities) Position
(1+2a+5+6a-10-11-12a-14-15-16a) (330.073.181) 11.743.719 1.335.426

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 June 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 25 – FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (cont'd)

31 December 2023
Total Equivalents USD EUR
1. Trade Receivables - - -
2a. Monetary Financial Assets 60.492.571 1.503.220 122.916
2b. Non Monetary Financial Assets - - -
3. Other - - -
4. Current Assets 60.492.571 1.503.220 122.916
5. Trade Receivables - - -
6a. Monetary Financial Assets 7.058.253 151.516 36.786
6b. Non Monetary Financial Assets - - -
7. Other - - -
8. Non-Current Assets 7.058.253 151.516 36.786
9. Total Assets (4+8) 67.550.824 1.654.735 159.702
10. Trade Payables 168.200.723 4.511.789 54.803
Financial Liabilities - - -
12a. Other Monetary Liabilities 40.704 - 1.247
12b. Other Non Monetary Liabilities - - -
13. Short Term Liabilities 168.241.427 4.511.789 55.803
14. Trade Payables - - -
15. Financial Liabilities - - -
16a. Other Monetary Liabilities - - -
16b. Other Non Monetary Liabilities - - -
17. Long Term Liabilities - - -
18. Total Liabilities (13+17) 168.241.427 4.511.789 55.803
19. Net Foreign Exchange Asset /
Liability) Position (9-18) (100.690.604) (2.857.054) 103.899
20. Net Monetary Items Foreign
Exchange Asset /(Liabilities) Position
(1+2a+5+6a-10-11-12a-14-15-16a) (100.690.604) (2.857.053) 103.899
30 June 2024 31 December 2023
Foreign
currency
appreciation
Foreign
currency
depreciation
Foreign
currency
appreciation
Foreign
currency
depreciation
If the USD changes by
against the TL
(37.768.549) 37.768.549 (10.490.993) 10.490.993
If the EUR changes by
against the TL
(4.691.139) 4.691.139 (422.152) 422.152
Total (42.459.688) 42.459.688 (10.913.145) 10.913.145

FOR THE ACCOUNTING PERIOD 1 JANUARY - 30 June 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL at 30 June 2024, unless otherwise indicated.)

NOTE 25 – FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (cont'd)

b.6) Commodity price risk

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.

NOTE 26 – SHARE BASED PAYMENTS

The calculation of earnings per share and diluted earnings per share attributable to equity holders of the parent company are as follows:

2024 2023
Net profit/(loss) attributable to equity holders of the parent company
Weighted average number of shares outstanding during the period
913.001.374
261.292.000
2.128.554.903
232.417.000
Earnings per share 3,49 9,16

NOTE 27 – EVENTS AFTER THE REPORTING PERIOD

At the 2023 Ordinary General Assembly Meeting held on June 14, 2024, it was decided to distribute a gross of TL 146,500,000, all of which would be covered from the profit of the period, and to pay all of the profit to be distributed in cash, and dividends were distributed as of July 8, 2024.

Talk to a Data Expert

Have a question? We'll get back to you promptly.