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MİGROS TİCARET A.Ş.

Quarterly Report Aug 20, 2024

5940_rns_2024-08-20_b5e907ed-d921-4c1a-8521-d3456f5c9200.pdf

Quarterly Report

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MİGROS TİCARET A.Ş.

CONVENIENCE TRANSLATION INTO ENGLISH OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(ORIGINALLY ISSUED IN TURKISH)

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
1-3
INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF PROFIT OR LOSS
4
INTERIM CONDENSED CONSOLIDATED
STATEMENTS
OF
OTHER COMPREHENSIVE INCOME
5
INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF
CHANGES IN EQUITY
6
INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
7-8
NOTES TO THE INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
9-42
NOTE 1
NOTE 2
ORGANISATION AND NATURE OF OPERATIONS
BASIS OF PRESENTATION OF CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
9-10
11-15
NOTE 3 PROPERTY, PLANT AND EQUIPMENT 16-17
NOTE 4 INTANGIBLE ASSETS 18-19
NOTE 5 RIGHT OF USE ASSETS 20
NOTE 6 INVENTORIES 20
NOTE 7 FINANCIAL LIABILITIES 21-24
NOTE 8 PROVISIONS, CONTINGENT ASSETS AND LIABILITIES 24-26
NOTE 9 EMPLOYEE BENEFITS OBLIGATION 26-27
NOTE 10 REVENUE 28
NOTE 11 NATURE OF EXPENSES 28-29
NOTE 12 OTHER OPERATING INCOME AND EXPENSES 30
NOTE 13 INCOME AND EXPENSES FROM INVESTMENT ACTIVITIES 30
NOTE 14 FINANCIAL INCOME 30
NOTE 15 FINANCIAL EXPENSES 31
NOTE 16 TAX ASSET AND LIABILITIES 31-33
NOTE 17 CAPITAL, RESERVES AND OTHER EQUITY ITEMS 34-35
NOTE 18 RELATED PARTY DISCLOSURES 35-36
NOTE 19 EARNINGS PER SHARE 37
NOTE 20 EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION 37-40
NOTE 21 FINANCIAL INSTRUMENTS 40
NOTE 22 SUBSEQUENT EVENTS 41
APPENDIX - 1 EBITDA 42

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF 30 JUNE 2024 AND 31 DECEMBER 2023

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Notes Reviewed
30 June 2024
Audited
31 December 2023
ASSETS
Current assets:
Cash and cash equivalents 16,525,159 15,410,822
Financial investments 42,899 576,906
Trade receivables 1,627,129 461,500
-Trade receivables from related parties 18 5,897 2,120
-Trade receivables from third parties 1,621,232 459,380
Other receivables 402,796 2,653,474
-Other receivables from third parties 402,796 2,653,474
Derivative instruments 25,062 -
Inventories 6 25,884,553 27,352,884
Prepaid expenses 1,065,531 702,890
Other current assets 239,932 85,870
Total current assets 45,813,061 47,244,346
Non-current assets:
Financial investments 1,579,792 1,441,878
Other receivables 31,098 23,856
-Other receivables from third parties 31,098 23,856
Property, plant and equipment 3 26,975,423 25,314,396
Right of use assets 5 23,760,563 20,239,548
Intangible assets 18,678,699 18,426,171
-Goodwill 17,253,069 17,080,690
-Other intangible assets 4 1,425,630 1,345,481
Prepaid expenses 1,638,917 2,227,514
Total non-current assets 72,664,492 67,673,363
Total assets 118,477,553 114,917,709

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF 30 JUNE 2024 AND 31 DECEMBER 2023

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Notes Reviewed
30 June 2024
Audited
31 December 2023
LIABILITIES
Current liabilities:
Short term borrowings 575,174 499,552
-Bank loans 7 575,174 499,552
Short term portion of long term borrowings 3,032,484 3,216,098
-Bank loans 7 449,598 938,337
-Lease liabilities 2,582,886 2,277,761
Trade payables 46,650,806 46,638,969
-Trade payables to related parties 18 2,418,311 1,567,225
-Trade payables to third parties 44,232,495 45,071,744
Payables related to employee benefits 9 2,929,036 2,045,901
Other payables 783,129 868,174
-Other payables to third parties 783,129 868,174
Deferred income 2,259,150 1,148,194
Current income tax liabilities 16 4,925 146,928
Short term provisions 1,333,989 1,436,634
-Short term provisions for
employee benefits 9 1,036,924 1,169,700
-Other short term provisions 8 297,065 266,934
Total current liabilities 57,568,693 56,000,450
Non-current liabilities:
Long term borrowings 10,922,167 9,094,607
-Bank loans 7 511,331 1,080,723
-Lease liabilities 10,410,836 8,013,884
Other payables 31,178 55,404
-Other payables to third parties 31,178 55,404
Deferred income 335,211 468,031
Long term provisions 872,817 1,491,015
-Long term provisions for
employee benefits 9 872,817 1,491,015
Deferred tax liabilities 16 2,941,263 2,586,604
Total non-current liabilities 15,102,636 13,695,661
Total liabilities 72,671,329 69,696,111

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF 30 JUNE 2024 AND 31 DECEMBER 2023

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Notes Reviewed
30 June 2024
Audited
31 December 2023
EQUITY
Attributable to equity holders of parent 45,516,989 44,934,933
Share capital 17 181,054 181,054
Adjustment to share capital 17 2,877,774 2,877,774
Treasury shares 17 (744,350) (744,350)
Other comprehensive income
not to be classified to profit or loss 215,854 247,282
-Defined benefit plans
re-measurement losses (2,048,802) (2,048,802)
-Revaluation fund of property, plant and eqiupment 2,264,656 2,296,084
Other accumulated comprehensive income
to be classified to profit or loss 1,057,210 1,189,408
-Currency translation differences 191,430 382,235
-Gains on financial assets measured at
fair value through OCI 865,780 807,173
Other capital reserves 1,495,347 1,237,213
Accumulated gains 38,483,870 28,934,078
Net income
for the period
1,950,230 11,012,474
Non-controlling interest 289,235 286,665
Total equity 48,806,224 45,221,598
Total liabilities and equity 118,477,553 114,917,709

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024 AND 2023

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Notes Reviewed
1 January -
30 June 2024
Not
Reviewed
1 April -
30 June 2024
Reviewed
1 January -
30 June 2023
Not
Reviewed
1 April -
30 June 2023
Revenue 10 121,103,636 64,292,581 109,039,840 58,115,615
Cost of sales (-) 11 (94,836,390) (49,586,475) (87,291,039) (46,450,802)
Gross profit 26,267,246 14,706,106 21,748,801 11,664,813
General administrative expenses (-) 11 (2,240,775) (1,037,211) (1,821,288) (975,345)
Marketing expenses (-) 11 (23,944,222) (12,307,020) (20,025,430) (10,240,940)
Other operating income 12 996,114 515,015 422,288 249,421
Other operating expenses (-) 12 (6,809,985) (4,078,604) (2,073,443) (1,153,977)
Operating loss (5,731,622) (2,201,714) (1,749,072) (456,028)
Income from investment activities 13 38,479 36,456 364,161 356,382
Expenses from investment activities (-) 13 (7,386) (844) (13,685) (10,770)
Operating loss before financial expenses (5,700,529) (2,166,102) (1,398,596) (110,416)
Financial income 14 2,126,852 1,351,976 2,184,328 1,607,184
Financial expenses (-)
Net monetary position gains
15 (3,381,049)
9,595,461
(1,903,219)
3,319,756
(2,017,034)
8,301,763
(1,051,524)
2,933,407
Net profit before tax from continuing operations 2,640,735 602,411 7,070,461 3,378,651
Tax expense/(income) from continuing operations (658,668) 7,209 (1,660,534) (580,770)
Income tax expense (-)
Deferred tax expense / (income)
16
16
(124,858)
(533,810)
(72,687)
79,896
(471,945)
(1,188,589)
(471,945)
(108,825)
Net income for the period 1,982,067 609,620 5,409,927 2,797,881
Net income attributable to:
- Non-controlling interest
- Equity holders of parent
19 31,837
1,950,230
5,305
604,315
36,439
5,373,488
25,704
2,772,177
Profit per share ("TRY") from
contiuning operations
19 10.77 3.34 29.68 15.31

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

FOR THE INTERIM PERIOD ENDED 1 JANUARY- 30 JUNE 2024 AND 2023

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Reviewed
1 January -
30 June 2024
Not
Reviewed
1 April -
30 June 2024
Reviewed
1 January -
30 June 2023
Not
Reviewed
1 April -
30 June 2023
Net profit for the period 1,982,067 609,620 5,409,927 2,797,881
Items that not to be reclassified to profit or loss
-Tangible fixed asset revaluation decreases
-
-
-
-
-
-
-
-
Taxes on other comprehensive income that
will not be reclassified to profit or loss
-Tangible fixed asset revaluation decreases,
9,908 4,538 13,898 9,392
tax effect 9,908 4,538 13,898 9,392
Items to be reclassified to profit or loss
- Other comprehensive income on financial assets
(309,948) (76,109) 34,643 181,332
at fair value through other comprehensive expense
-Currency translation differences
(119,143)
(190,805)
(57,194)
(18,915)
236,964
(202,321)
344,535
(163,203)
Taxes on other comprehensive income that
will be reclassified to profit or loss
177,750 159,165 (59,241) (86,134)
- Tax effect other comprehensive expense on financial assets
at fair value through other comprehensive income
177,750 159,165 (59,241) (86,134)
Other comprehensive expense/(income), after tax (122,290) 87,594 (10,700) 104,590
Total comprehensive income 1,859,777 697,214 5,399,227 2,902,471
Allocation of total comprehensive income 1,859,777 697,214 5,399,227 2,902,471
-Non-controlling interests 31,837 5,305 36,439 25,704
-Equity holders of parent 1,827,940 691,909 5,362,788 2,876,767

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE INTERIM PERIOD ENDED 1 JANUARY - 30 JUNE 2024 AND 2023

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Other comprehensive
income and expenses
not to be reclassified
to profit or loss Other comprehensive
income and expenses
to be reclassified
to profit or loss
Retained earnings
Share
capital
Share adjustment
capital differences
Other
reserves
Treasury
shares
Defined benefit plans
revaluation and
measurement
losses
Increase of
revaluation fund
of property plant
and equipment
Gains on financial assets
at fair value
through other translation
comprehensive income differences
Currency Retained
earnings
profit
for the
Net Attributable
to equity
holders of controlling
year the parents interests
Non Total
equity
Balances as of 1 January 2023 181,054 2,877,774 2,065,146 (744,350) (1,503,794) 1,262,957 808,054 480,691 17,394,476 11,400,479 34,222,487 90,562 34,313,049
Transfers
Transaction with non-controlling
- - - - - (139,009) - - 11,539,488 (11,400,479) - - -
shareholders
Dividends paid
-
-
-
-
-
(827,913)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(827,913)
84,846
-
84,846
(827,913)
Total comprehensive income - - - - - 13,898 177,723 (202,321) - 5,373,488 5,362,788 36,439 5,399,227
Net income for the year
Foreign currency translation differences
Gain on revaluation and measurement
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
177,723
-
(202,321)
-
-
-
-
5,373,488
-
-
5,373,488
(202,321)
177,723
36,439
-
-
5,409,927
(202,321)
177,723
Revaluation fund of
property, plant and equipment
- - - - - 13,898 - - - - 13,898 - 13,898
Balances as of 30 June 2023 181,054 2,877,774 1,237,233 (744,350) (1,503,794) 1,137,846 985,777 278,370 28,933,964 5,373,488 38,757,362 211,847 38,969,209
Balances as of 1 January 2024 181,054 2,877,774 1,237,213 (744,350) (2,048,802) 2,296,084 807,173 382,235 28,934,078 11,012,474 44,934,933 286,665 45,221,598
Transfers
Transaction with non-controlling
- - 312,309 - - (41,336) - - 10,741,501 (11,012,474) - - -
shareholders
Acquisition of a subsidiary
Dividends paid
-
-
-
-
-
-
-
-
(54,175)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
42,553
(1,234,262)
-
-
-
-
42,553
(1,288,437)
(29,267)
-
-
(29,267)
42,553
(1,288,437)
Total comprehensive income - - - - - 9,908 58,607 (190,805) - 1,950,230 1,827,940 31,387 1,859,777
Net income for the year
Foreign currency translation differences
Gain on revaluation and measurement
Revaluation fund of
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
58,607
-
(190,805)
-
-
-
-
1,950,230
-
-
1,950,230
(190,805)
58,607
31,837
-
-
1,982,067
(190,805)
58,607
property, plant and equipment - - - - - 9,908 - - - - 9,908 - 9,908
Balances as of 30 June 2024 181,054 2,877,774 1,495,347 (744,350) (2,048,802) 2,264,656 865,780 191,430 38,483,870 1,950,230 45,516,989 289,235 45,806,224

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE INTERIM PERIOD ENDED 1 JANUARY - 30 JUNE 2024 AND 2023

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Notes Reviewed
1 January -
30 June 2024
Reviewed
1 January -
30 June 2023
Cash flows from operating activities:
Net profit for the period 1,982,067 5,409,927
Adjustments related to reconciliation of
net profit for the period 10,058,327 6,067,868
Adjustments for depreciation and amortisation expenses 11 4,014,291 3,468,070
Adjustments for impairment on receivables 19,838 13,747
Adjustments for inventory provisions 101,115 108,125
Adjustments for impairment on property, plant and equipment 13 7,386 13,685
Adjustments for provision for employee benefits 9 366,561 812,750
Adjustments for provision for litigation 12 108,442 94,568
Adjustments for other provisions 66,443 37,289
Adjustments for interest income 14 (1,735,849) (1,018,872)
Adjustments for interest expense 15 1,475,728 1,286,863
Adjustments for deferred financing
due to forward purchases expenses 12 6,582,569 1,773,688
Adjustments for unearned finance income from sales 12 (848,502) (343,963)
Adjustments for unrealized foreign exchange losses
related to bank borrowings 7 12,413 60,101
Adjustments for fair value losses
arising from derivatives 14,15 (67,004) 23,862
Adjustments for income tax expense 16 658,668 1,660,534
Gains on sale of
property plant and equipment 13 (38,479) (364,161)
Adjustments for monetary position gains (665,293) (1,558,418)
Changes in net working capital 5,447,328 3,268,586
Adjustments for increase in trade receivables (1,136,388) (319,597)
Adjustments for decrease /( increase) in inventories 1,485,785 (3,139,118)
Adjustments for increase in other receivables related with operations (272,228) (273,721)
Adjustments for increase in trade payables 576,018 4,214,170
Adjustments for increase in other payables related with operations 4,794,141 2,786,852
Cash flows from operating activities 17,487,722 14,746,381
Employee benefits paid 9 (617,274) (1,975,616)
Interest received 833,983 343,596
Interest paid (7,146,750) (2,194,093)
Taxes paid (224,157) (53,588)
Other provisions paid (73,079) (469,548)
Net cash provided by operating activities 10,260,445 10,397,132

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE INTERIM PERIOD ENDED 1 JANUARY - 30 JUNE 2024 AND 2023

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Notes Reviewed
1 January -
30 June
2024
Reviewed
1 January -
30 June
2023
Investing activities
Cash outflows from the purchase of
tangible and intangible assets (3,643,681) (2,608,690)
Cash inflows from the sale of
tangible and intangible assets 47,130 1,347,621
Increase in share capital of
subsidiaries
cash outflows (433,971) -
Cash flows from investing activities (4,030,522) (1,261,069)
Financing activities
Proceed from borrowings 7 2,250 2,469,988
Cash outflows from repayments
of borrowings
7 (681,321) (1,773,132)
Cash inflows/(outflows)
from repayment of derivative
instruments 41,942 (14,854)
Interest received 14 1,735,849 1,018,872
Interest paid (335,856) (387,885)
Dividends paid (1,288,437) (827,913)
Cash outflows from payments
of lease liabilities (1,662,305) (1,531,949)
Cash flows from financing activities (2,187,878) (1,046,873)
Monetary loss on cash and cash equivalents (2,941,941) (2,597,642)
Effect
of foreign currency translation
differences on cash and cash equivalents 14,233 (88,459)
Net increase in cash and cash equivalents 1,114,337 5,403,089
Cash and cash equivalents
at
the begining of the period
15,410,822 15,781,527
Cash and cash equivalents at
the end of the period
16,525,159 21,184,616

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 1 - ORGANISATION AND NATURE OF OPERATIONS

Migros Ticaret A.Ş., (collectively referred to as "Migros" or the "Company"), was established on 19 March 2008 and is registered in Istanbul, Turkey under the Turkish Commercial Code. (Migros Türk Ticaret Anonim Şirketi, which was established in 1954, merged with its parent company Moonlight Perakendecilik ve Ticaret Anonim Şirketi ("Moonlight Perakendecilik") on 30 April 2009 and the trade name of Moonlight Retailing was changed as Migros Ticaret A.Ş.)

The Company and its subsidiaries together will be referred as "the Group".

The company is controlled by AG Anadolu Grubu Holding A.Ş., its parent company. AG Anadolu Grubu Holding A.Ş. is controlled by AG Sınai Yatırım ve Yönetim A.Ş., and AG Sınai Yatırım ve Yönetim A.Ş. is a management company that ultimately manages, with equal representation of and by way of equal management by the Süleyman Kamil Yazıcı family and the Özilhan family, the affiliates of AG Anadolu Grubu Holding A.Ş and subsdiaries. AG Anadolu Grubu Holding A.Ş. holds a 50% indirect share.

The Group is mainly engaged in retail sales in food & beverages, consumer goods and wholesale. Other than that the Group is also engaged in online food retailing, takeout food, payment and e-money services, logistic (motorcycle courier) services, media (marketing of media assets) and shopping mall management.

As of 30 June 2024, the Group has a total sales area of 1,980,214 m2 (31 December 2023: 1,930,340 m2) with a retail store area of 1,960,744 m2 and a wholesale store area of 19,470 m2, 3,460 retail stores and 30 wholesale stores, operates in a total of 3,490 (31 December 2023: 3,363) stores. As of the end of the period as of 30 June 2024, the total number of employees of the Group is 55,182 (31 December 2023: 50,915). Retailing is the Group's core business, accounting for approximately 96% (31 December 2023: 96%) of gross sales.

The address of the registered office is as follows:

Migros Ticaret A.Ş. Atatürk Mah., Turgut Özal Blv., No: 7 Ataşehir İstanbul

These interim condensed consolidated financial statements have been approved for issue by the Board of Directors ("BOD") on 20 August 2024 and signed by Ö. Özgür Tort, General Manager, and Ferit Cem Doğan, Assistant General Manager, on behalf of the BoD. The owners of the Company and regulatories have the power to amend the consolidated financial statements after the issue in the General Assembly meeting of the Company.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 1 - ORGANISATION AND NATURE OF OPERATIONS (Continued)

Subsidiaries:

The Company has the following subsidiaries (the "Subsidiaries"). The nature of the business of the Subsidiaries and for the purpose of the consolidated financial statements, their respective geographical segments are as follows:

30 June 31 December
Subsidiaries Country of
incorporation
Geographical
segment
Nature of
business
2024
(%)
2023
(%)
Ramstore Kazakhstan LLC (*) Shopping
center
Kazakhstan Kazakhstan management 100.0 100.0
Mimeda Medya Platform A.Ş. Turkey Turkey Media 100.0 100.0
Services limited
by e-money
Moneypay Ödeme ve Elektronik Para Hizmetleri A.Ş. Turkey Turkey legislation 80.0 80.0
Paket Lojistik ve Teknolojik A.Ş. (**) Turkey Turkey Logistics 92.1 75.0
Dijital Platform Gıda Hizmetleri A.Ş. Turkey Turkey Online
food retaling
93.0 93.0
Migen Enerji ve Elektrikli
Şarj Hizmetleri A.Ş. (***)
Turkey Turkey Charging
service
100.0 100.0
CRC Danışmanlık ve
Organizasyon A.Ş. (****)
Turkey Turkey Packaged
food production
50.0 50.0

(*) After the balance sheet date, the Group sold its subsidiary Ramstore Kazakhstan LLC ("Ramstore Kazakhstan") for USD 21,578,200 and EUR 11,800,000 with the share transfer agreement dated 15 July 2024. Within the scope of the agreements entered into force, the collection of the aforementioned amounts has been completed as of 23 July 2024 (Note: 22).

(**) Shares corresponding to 18.3% of the paid-in capital of Paket Lojistik ve Teknoloji A.Ş. (Paket Taxi), which provides logistics services to the Company's online operations, in which the Company has a 75.0% shareholding, were acquired from the other shareholders of Paket Taxi by Dijital Platform Gıda Hizmetleri A.Ş., a subsidiary providing services in online retailing.

(***) It is not included in the scope of consolidation on the grounds of materiality. (****) 30.0% of the paid-in capital of CRC Danışmanlık ve Organizasyon A.Ş. was acquired by Migros Ticaret A.Ş. and 20.0% of the paid-in capital of CRC Danışmanlık ve Organizasyon A.Ş. was acquired by Dijital Platform Gıda Hizmetleri A.Ş. on 26 December 2023.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 2 - BASIS OF PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.1 Basis of Presentation

2.1.1 Basis of preperation and presentation of financial statements

The companies of the Group operating in Turkey keep their accounting records and legal financial statements in accordance with the accounting and financial reporting standards ("CMB Financial Reporting Standards") accepted by the Capital Markets Board ("CMB"), Turkish Commercial Code ("TCC") and in Turkish Lira in accordance with the provisions of the Tax Legislation and the requirements of the Uniform Chart of Accounts published by the Ministry of Finance. The subsidiary operating abroad, on the other hand, prepares its accounting records and statutory financial statements in accordance with the laws and regulations of the country in which it operates.

The interim condensed consolidated financial statements are based on the statutory financial statements of the Group's subsidiaries and presented in Turkish Lira in accordance with the CMB financial reporting standards with certain adjustments and reclassifications for the purpose of fair presentation. Such adjustments are primarily related to application of consolidation accounting, accounting for deferred taxes on temporary differences, accounting for employment termination benefits on an actuarial basis and accruals for various expenses. Except for the financial assets carried from their fair values and assets and liabilities, financial statements are prepared on historical cost basis.

The interim condensed consolidated financial statements have been prepared in accordance with the provisions of the Capital Markets Board's Communiqué Series II, No. 14.1 "Principles of Financial Reporting in the Capital Markets" ("Communiqué") published in the Official Gazette dated 13 June 2013 and numbered 28676. Pursuant to Article 5, the Turkish Financial Reporting Standards, which were put into effect by the Public Oversight, Accounting and Auditing Standards Authority, and their annexes and comments are taken as basis.

In the scope of the CMB's "Communiqué on Financial Reporting in Capital Market" Numbered II- 14.1 (Communiqué), the Group has prepared condensed consolidated interim financial statements in accordance with TAS 34 "Interim Financial Reporting". The financial statements and explanatory notes are presented using the compulsory standard formats as published by the Communiqué. In accordance with the TAS, the entities are allowed to prepare a complete set of interim financial statements in accordance with TAS 34, "Interim Financial Reporting". In this respect the Group has preferred to prepare condensed consolidated financial statements in the interim periods and prepared the aforementioned condensed consolidated financial statements in compliance with CMB Financial Reporting Standards.

Furthermore in accordance with the Communiqué and announcements regarding the explanations of the Communiqué, guarantee pledge, mortgage table, foreign currency position table, total export and total import amounts and hedging amount of total foreign currency liabilities are presented in the interim condensed consolidated financial statements disclosures (Note 8, 20).

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 2 - BASIS OF PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.2 Comparative information and restatement of prior period financial statements

The consolidated financial statements of the Group are prepared comparatively with the previous period in order to enable the determination of financial position and performance trends. In order to comply with the presentation of the current period consolidated financial statements, comparative information is reclassified when it is necessary and significant differences are disclosed.

2.1.3 Changes in the accounting policies, estimates and errors

In case of changes and errors in accounting policies and accounting estimates, significant changes and significant accounting errors are applied retrospectively and the previous period financial statements are restated. Changes in accounting estimates are applied in the current period if the change is made for only one period, and both in the period when the change is made and prospectively if it is related to future periods.

2.1.4 Functional and reporting currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in TRY, which is the functional currency of Migros Ticaret A.Ş. and the reporting currency of the Group.

Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
  • Income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions),
  • All resulting exchange differences are recognised in other comprehensive income.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 2 - BASIS OF PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.2 Financial reporting in hyperinflationary economy

The Group prepared its consolidated financial statements as at and for the period ended 30 June 2024 by applying TAS 29 "Financial Reporting in Hyperinflationary Economies" in accordance with the announcement made by POA on 23 November 2023 and the "Application Guidance on Financial Reporting in Hyperinflationary Economies". TAS 29 is applied to the financial statements, including the consolidated financial statements, of any entity whose functional currency is the currency of a hyperinflationary economy. According to the standard, financial statements prepared in the currency of a hyperinflationary economy are presented in terms of the purchasing power of that currency at the balance sheet date. Prior period financial statements are also presented in the current measurement unit at the end of the reporting period for comparative purposes. Therefore, the Group has presented its consolidated financial statements as of 30 June 2023 and 31 December 2023 on a purchasing power basis as of 30 June 2024.

Pursuant to the decision of the Capital Markets Board (SPK) dated 28 December 2023 and numbered 81/1820, it has been decided that issuers and capital market institutions subject to financial reporting regulations that apply Turkish Accounting/Financial Reporting Standards will apply inflation accounting by applying the provisions of IAS 29 starting from their annual financial reports for the periods ending on 31 December 2023.

The adjustments made in accordance with IAS 29 were made using the adjustment coefficient obtained from the Consumer Price Index (CPI) of Turkey published by the Turkish Statistical Institute (TSI). As of 30 June 2024, the indices and adjustment coefficients used in the adjustment of the consolidated financial statements are as follows:

Three year Compound
Date Index Coefficient Interest rate
30 June 2024 2,319.29 1.00000 324%
31 December 2023 1,859.38 1.24735 268%
30 June 2023 1,351.59 1.71597 190%

The main elements of the Group's adjustment process for financial reporting in hyperinflationary economies are as follows:

  • Current period consolidated financial statements prepared in TRY are expressed in terms of the purchasing power at the balance sheet date, and amounts from previous reporting periods are also adjusted and expressed in terms of the purchasing power at the end of the reporting period.
  • Monetary assets and liabilities are not adjusted as they are already expressed in terms of the current purchasing power at the balance sheet date. In cases where the inflation-adjusted values of non-monetary items exceed their recoverable amount or net realizable value, the provisions of IAS 36 "Impairment of Assets" and IAS 2 "Inventories" are applied, respectively.
  • Non-monetary assets and liabilities and equity items that are not expressed in terms of the current purchasing power at the balance sheet date have been adjusted using the relevant adjustment coefficients.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 2 - BASIS OF PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

  • 2.3 New and amended Turkish Financial Reporting Standards
  • a) Standards, amendments, and interpretations applicable as of 30 June 2024:
  • Amendment to IFRS 16 – Leases on sale and leaseback; effective from annual periods beginning on or after 1 January 2024. These amendments include requirements for sale and leaseback transactions in IFRS 16 to explain how an entity accounts for a sale and leaseback after the date of the transaction. Sale and leaseback transactions where some or all the lease payments are variable lease payments that do not depend on an index or rate are most likely to be impacted.
  • Amendment to IAS 1 – Non-current liabilities with covenants; effective from annual periods beginning on or after 1 January 2024. These amendments clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The amendments also aim to improve information an entity provides related to liabilities subject to these conditions.
  • Amendments to IAS 7 and IFRS 7 on Supplier finance arrangements; effective from annual periods beginning on or after 1 January 2024. These amendments require disclosures to enhance the transparency of supplier finance arrangements and their effects on a company's liabilities, cash flows and exposure to liquidity risk. The disclosure requirements are the IASB's response to investors' concerns that some companies' supplier finance arrangements are not sufficiently visible, hindering investors' analysis.
  • IFRS S1, 'General requirements for disclosure of sustainability-related financial information; effective from annual periods beginning on or after 1 January 2024. This standard includes the core framework for the disclosure of material information about sustainabilityrelated risks and opportunities across an entity's value chain.
  • IFRS S2, 'Climate-related disclosures'; effective from annual periods beginning on or after 1 January 2024. This is the first thematic standard issued that sets out requirements for entities to disclose information about climate-related risks and opportunities.
  • b) Standards, amendments and interpretations that are issued but not effective as of 30 June 2024:
  • IFRS 17, 'Insurance Contracts'; effective from annual periods beginning on or after 1 January 2023. This standard replaces IFRS 4, which permited a wide variety of practices in accounting for insurance contracts. IFRS 17 will fundamentally change the accounting by all entities that issue insurance contracts.
  • Amendments to IAS 21 - Lack of Exchangeability; effective from annual periods beginning on or after 1 January 2025. An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.3 New and amended Turkish Financial Reporting Standards (Continued)

  • Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments; effective from annual reporting periods beginning on or after 1 January 2026 (early adoption is available) These amendments:
  • clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system.
  • clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion.
  • add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets); and
  • make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI).
  • IFRS 18 Presentation and Disclosure in Financial Statements; effective from annual periods beginning on or after 1 January 2027. This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
  • the structure of the statement of profit or loss.
  • required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, managementdefined performance measures); and
  • enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
  • IFRS 19 Subsidiaries without Public Accountability: Disclosures; effective from annual periods beginning on or after 1 January 2027. Earlier application is permitted. This new standard works alongside other IFRS Accounting Standards. An eligible subsidiary applies the requirements in other IFRS Accounting Standards except for the disclosure requirements and instead applies the reduced disclosure requirements in IFRS 19. IFRS 19's reduced disclosure requirements balance the information needs of the users of eligible subsidiaries' financial statements with cost savings for preparers. IFRS 19 is a voluntary standard for eligible subsidiaries. A subsidiary is eligible if:
  • it does not have public accountability; and
  • it has an ultimate or intermediate parent that produces consolidated financial statements available for public use that comply with IFRS Accounting Standards.

These changes are not expected to have a significant impact on the financial status and performance of the Group.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024 (Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT

Movement of property, plant and equipments period ended at 30 June 2024 is as follows;

Currency
Consolidated for Impairment translation
1 January 2024 Additions the first time Disposals
(-)
loss
(*)
Transfers differences 30 June 2024
Cost
Lands 2,379,688 - - - - 1,693 (60,339) 2,321,042
Buildings 4,670,940 11,414 - - - 379,702 (80,568) 4,981,488
Leasehold improvements 13,921,947 108,637 1,085 - (15,089) 363,960 - 14,380,540
Machinery and equipments 18,198,543 120,927 91,237 (287,281) - 851,964 (6,927) 18,968,463
Motor vehicles 735,050 14,089 2,274 (7,241) - 3,735 - 747,907
Furniture and fixtures 8,435,235 67,481 8,667 (38,060) - 242,822 (1,748) 8,714,397
Construction in progress 1,191,196 3,089,224 20,977 - - (1,843,876) - 2,457,521
49,532,599 3,411,772 124,240 (332,582) (15,089) - (149,582) 52,571,358
Accumulated depreciation
Buildings (357,951) (63,295) - - - - (81,042) (502,288)
Leasehold improvements (9,363,208) (518,374) (934) - 7,703 - - (9,874,813)
Machinery and equipments (9,508,746) (684,059) (39,155) 287,180 - - 5,897 (9,938,883)
Motor vehicles (203,792) (53,752) (2,480) 5,990 - - - (254,034)
Furniture and fixtures (4,784,506) (268,379) (5,520) 30,761 - - 1,727 (5,025,917)
(24,218,203) (1,587,859) (48,089) 323,931 7,703 - (73,418) (25,595,935)
Net book value 25,314,396 26,975,423

(*) Impairment loss amounting to TRY 7,386 consists of leasehold improvements of the stores closed in 2024 (Note 13).

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024 (Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT (Continued)

Movement of property, plant and equipments period ended at 30 June 2023 is as follows;

Currency
1 January 2023 Additions Disposals
(-)
Impairment
loss(*)
Transfers translation
differences
30 June 2023
Cost
Lands 2,712,484 - (949,707) - - (152,685) 1,610,092
Buildings 3,670,798 13,196 - - - 196,849 3,880,843
Leasehold improvements 12,352,990 246,477 - (23,686) 200,432 (4,679) 12,771,534
Machinery and equipments 15,458,359 463,350 (106,565) - 396,027 (427) 16,210,744
Motor vehicles 468,153 165,824 (71,314) - - - 562,663
Furniture and fixtures 7,517,457 223,536 (66,405) - 250,779 1,664 7,927,031
Construction in progress 841,428 1,273,731 - - (847,238) (4,906) 1,263,015
43,021,669 2,386,114 (1,193,991) (23,686) - 35,816 44,225,922
Accumulated depreciation
Buildings (285,884) (53,265) - - - (112,792) (451,941)
Leasehold improvements (8,500,945) (419,577) - 10,001 - 1,786 (8,908,735)
Machinery and equipments (8,758,889) (554,943) 105,282 - - 426 (9,208,124)
Motor vehicles (124,511) (40,890) 46,280 - - - (119,121)
Furniture and fixture (4,469,870) (239,663) 58,969 - - (1,457) (4,652,021)
(22,140,099) (1,308,338) 210,531 10,001 - (112,037) (23,339,942)
Net book value 20,881,570 20,885,980

(*) Impairment loss amounting to TRY 13,685 consists of leasehold improvements of the stores closed in 2023 (Note 13).

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024 (Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 4 - INTANGIBLE ASSETS

Movement of intangible assets period ended at 30 June 2024 is as follows;

Consolidated for Currency
translation
1 January 2024 Additions the first time Disposals
(-)
differences 30 June 2024
Cost
Trademark 9,410 - - - - 9,410
Rent agreements 132,114 - - - - 132,114
Rights 3,494,182 212,157 1,710 - - 3,708,049
Other intangible assets 1,824,977 19,752 16 - (1,302) 1,843,443
5,460,683 231,909 1,726 - (1,302) 5,693,016
Accumulated amortisation
Rent agreements (132,114) - - - - (132,114)
Rights (2,478,179) (149,437) (1,152) - - (2,628,768)
Other intangible assets (1,504,909) (1,538) (16) - (41) (1,506,504)
(4,115,202) (150,975) (1,168) - (41) (4,267,386)
Net book value 1,345,481 1,425,630

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024 (Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 4 - INTANGIBLE ASSETS (Continued)

Movement of intangible assets period ended at 30 June 2023 is as follows;

Currency
1 January 2023 Additions Consolidated for
the first time
Disposals
(-)
translation
differences
30 June 2023
Cost
Trademark 9,410 - - - - 9,410
Rent agreements 132,114 - - - - 132,114
Rights 2,684,383 203,665 - - - 2,888,048
Other intangible assets 1,803,293 18,911 - - (8,904) 1,813,300
4,629,200 222,576 - - (8,904) 4,842,872
Accumulated amortisation
Rent agreements (128,103) - - - - (128,103)
Rights (2,036,693) (199,794) - - - (2,236,487)
Other intangible assets (1,509,146) (1,520) - - 9,071 (1,501,595)
(3,673,942) (201,314) - - 9,071 (3,866,185)
Net book value 955,258 976,687

Amortisation expenses related to intangible assets have been accounted under marketing expenses.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 5 - RIGHT OF USE ASSETS

For the periods ended on 30 June 2024 and 2023, movement on right of use assets is as follows:

1 January 2024 Additions Disposals 30 June 2024
Cost
Buildings 35,462,348 5,959,662 (477,439) 40,944,571
35,462,348 5,959,662 (477,439) 40,944,571
Accumulated Amortisation
Buildings (15,222,800) (2,275,457) 314,249 (17,184,008)
(15,222,800) (2,275,457) 314,249 (17,184,008)
Net book value 20,239,548 23,760,563
1 January 2023 Additions Disposals 30 June 2023
Cost
Buildings
28,996,010 3,114,054 - 32,110,064
28,996,010 3,114,054 - 32,110,064
Accumulated Amortisation
Buildings (11,095,942) (1,958,418) - (13,054,360)
(11,095,942) (1,958,418) - (13,054,360)
Net book value 17,900,068 19,055,704

Amortisation expenses related to right of use asset have been accounted under marketing expenses.

NOTE 6 - INVENTORIES

30 June 2024 31 December 2023
Finished goods and commodities 25,693,589 27,218,780
Work in progress 388,802 404,309
Raw materials 274,441 212,323
Other 78,920 86,125
Less: Provision for net realiazable value (551,199) (568,653)
25,884,553 27,352,884

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 7 - FINANCIAL LIABILITIES

30 June
2024
Effective In original Total
TRY
interest rate
(%)
currency equivalent
Short term borrowings
Fixed interest rate
-
TRY
32.40 575,174 575,174
Total short term borrowings 575,174
Current portion of
long term borrowings
Fixed interest rate -
TRY
18.09 146,225 146,225
Floating interest rate -
TRY
56.50 303,373 303,373
Total current portion of
long term
borrowings
449,598
Total short term borrowings 1,024,772
Long term
borrowings
Fixed interest rate -
TRY
18.09 130,133 130,133
Floating interest rate -
TRY
56.50 381,198 381,198
Total long term
borrowings
511,331
Total financial liabilities 1,536,103

The redemption schedule of borrowings with effective interest rate at 30 June 2024 is as follows:

TRY Loan Total
TRY equivalent
1 July 2024 -
30 June 2025
1,024,772 1,024,772
1 July 2025 -
30 June 2026
366,823 366,823
1 July 2026 -
14 December 2026
144,508 144,508
1,536,103 1,536,103

The fair value of borrowings at 30 June 2024 is TRY 1,371,797.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 7 - FINANCIAL LIABILITIES (Continued)

The redemption schedule of principal amounts of borrowings at 30 June 2024 is as follows:

TRY Loan Total
TRY equivalent
1 July 2024 - 30 June 2025 776,667 776,667
1 July 2025 - 30 June 2026 341,023 341,023
1 July 2026 - 14 December 2026 235,408 235,408
1,353,098 1,353,098

The redemption schedule of contractual cash outflows, which consists of principal and interest, of borrowings at 30 June 2024 is as follows:

Total
TRY Loan TRY equivalent
1 July 2024 - 30 June 2025 1,247,236 1,247,236
1 July 2025 - 30 June 2026 542,573 542,573
1 July 2026 - 14 December 2026 302,650 302,650
2,092,459 2,092,459

The Group has the obligation to comply with the various credit commitments in the loan agreement in the interest of the said bank credits. The financial ratios calculated on the financial statements as of 30 June 2024 are in line with the provisions of the bank loan agreement.

The movement schedule of borrowings as of 30 June 2024 and 2023 is as follows;

2024 2023
Beginning balance, as of 1 January, 2,518,612 5,427,570
Proceeds of borrowings 2,250 2,469,988
Payments (-) (681,321) (1,773,132)
Foreign exchange losses 12,413 60,101
Interest accrual 138,300 52,499
Monetary gain (454,151) (1,325,674)
Closing
balance, as of 30 June,
1,536,103 4,911,352

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 7 - FINANCIAL LIABILITIES (Continued)

31 December 2023
Effective In original Total TRY
interest rate (%) currency equivalent
Short term borrowings
Fixed interest rate - TRY 23.45 499,552 499,552
Total short term borrowings 499,552
Current portion of
long term borrowings
Fixed interest rate - TRY 21.47 634,622 634,622
Floating interest rate - TRY 29.22 209,909 209,909
Kazakhstan loan - Tenge 13.97 1,156,638 93,806
Total current portion of
long term borrowings
938,337
Total short term borrowings 1,437,889
Long term borrowings
Fixed interest rate - TRY 28.70 621,984 621,984
Floating interest rate - TRY 29.22 442,141 442,141
Kazakhstan loan - Tenge 13.97 204,646 16,598
Total long term borrowings 1,080,723
Total financial liabilities 2,518,612

The redemption schedule of borrowings with effective interest rate at 31 December 2023 is as follows:

Tenge loan Total
TRY equivalent TRY Loan TRY equivalent
1 January 2024 - 31 December 2024 93,806 1,344,083 1,437,889
1 January 2025 - 31 December 2025 16,596 860,150 876,746
1 January 2026 - 14 December 2026 - 203,977 203,977
110,402 2,408,210 2,518,612

The fair value of borrowings at 31 December 2023 is TRY 2,373,595

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 7 - FINANCIAL LIABILITIES (Continued)

The redemption schedule of principal amounts of bank borrowings at 31 December 2023 is as follows:

Tenge loan Total
TRY equivalent TRY Loan TRY equivalent
1 January 2024 - 31 December 2024 81,563 1,027,776 1,109,339
1 January 2025 - 31 December 2025 20,832 1,026,468 1,047,300
1 January 2026 - 14 December 2026 - 293,636 293,636
102,395 2,347,880 2,450,275

The redemption schedule of contractual cash outflows, which consists of principal and interest of borrowings at 31 December 2023 is as follows:

Tenge loan Total
TRY equivalent TRY Loan TRY equivalent
1 January 2024 - 31 December 2024 91,827 1,480,492 1,572,319
1 January 2025 - 31 December 2025 22,311 1,257,911 1,280,222
1 January 2026 - 14 December 2026 - 350,891 350,891
114,138 3,089,294 3,203,432

NOTE 8 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

Short-term provisions

30 June 2024 31 December 2023
Provision for litigation 217,966 180,615
Provision for personnel expenses 57,502 81,165
Provision for customer loyalty programs 21,597 5,154
297,065 266,934

There are various lawsuits filed against or in favour of the Group. Receivables, rent or labour disputes constitute the majority of these lawsuits. The Group management estimates the outcomes of these lawsuits and estimates their financial impact according to which the necessary provisions are accounted.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 8 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (Continued)

Movements in the provision for litigation during the period are as follows:

2024 2023
Beginning balance, as of 1 January, 180,615 311,989
Increase during period 108,442 94,568
Payments (-) (33,749) (81,228)
Monetary gain (37,342) (51,509)
Closing
balance, as of 30 June,
217,966 273,820

Collaterals, Pledges, Mortgages

30 June 2024:

Total
TRY equivalent
TRY USD EUR
A. CPM given on behalf of the Company's
legal personality
B. CPM given on behalf of fully consolidated
3,799,343 3,789,542 282 20
subsidiaries - - - -
Total collaterals, pledges and mortgages 3,799,343 3,789,542 282 20
Proportion of the other CPM's to equity (%) -

31 December 2023:

Total
TRY equivalent TRY USD EUR
A. CPM given on behalf of the Company's
legal personality 2,021,924 2,011,551 282 20
B. CPM given on behalf of fully consolidated
subsidiaries 110,403 - 3,227 -
Total collaterals, pledges and mortgages 2,132,327 2,011,551 3,509 20
Proportion of the other CPM's to equity (%) -

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 8 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (Continued)

Contingent assets and liabilities

Guarantees given at 30 June 2024 and 31 December 2023 are as follows:

30 June 2024 31 December 2023
Letter of guarantees given 3,799,343 2,132,327
3,799,343 2,132,327

Guarantees received at 30 June 2024 and 31 December 2023 are as follows:

30 June 2024 31 December 2023
Guarantees obtained from customers 2,467,231 2,105,903
Mortgages obtained from customers 39,109 43,983
2,506,340 2,149,886

NOTE 9 - EMPLOYEE BENEFITS OBLIGATION

Payables within the scope of employee benefits as of 30 June 2024 and 31 December 2023 are as follows:

30 June 2024 31 December 2023
Payables to employees 1,579,117 1,109,331
Social security premiums payables 1,349,919 936,570
2,929,036 2,045,901

Employee benefits are as of 30 June 2024 and 31 December 2023 as follows:

30 June 2024 31 December 2023
Provision for unused vacation 1,036,924 1,169,700
Provision for employment termination benefits 872,817 1,491,015
1,909,741 2,660,715

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 9 - EMPLOYEE BENEFITS OBLIGATION (Continued)

Movement of provision for unused vacation for the periods ended in 30 June 2024 and 2023 is as follows:

2024 2023
Beginning balance, as of 1 January, 1,169,700 1,176,037
Increase during period 225,592 603,421
Payments (-) (127,310) (460,071)
Monetary gain (231,058) (183,521)
Closing balance, as of 30 June, 1,036,924 1,135,866

Movement of provision for employee termination benefits for the periods ended in 30 June 2024 and 2023 is as follows:

2024 2023
Beginning balance, as of 1 January, 1,491,015 2,629,307
Provision during year 57,970 100,742
Interest cost 82,999 108,587
Payments (-) (489,964) (1,515,545)
Monetary gain (269,203) (353,850)
Closing balance, as of 30 June, 872,817 969,241

Provision for employment termination benefits

Under the Turkish Labour Law, the Company is required to pay termination benefits to each employee who has completed one year of service and who reaches the retirement age, whose employment is terminated without due cause, is enlisted for military service or passed away. The termination benefit to be paid is one month wage per a service year up to the maximum employment termination benefit.

In the condensed interim consolidated financial statements as of 30 June 2024 and consolidated financial statements as of 31 December 2023, the Group reflected a liability calculated using the projected unit credit method and based upon factors derived using their experience of personnel terminating their services and being eligible to receive retirement pay and discounted by using the current market yield at the balance sheet date on government bonds.

The principal assumption is that the maximum liability for each year of service will increase in line with inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. As the maximum liability is revised once every six months, the maximum amount of TRY 41,828.42 effective from 1 July 2024 has been taken into consideration in calculating the reserve for employment termination benefit of the Group.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 10 - REVENUE

1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Sales revenue:
Domestic sales 122,416,646 64,825,213 110,928,404 58,958,973
Other sales 265,703 164,128 229,698 151,563
Gross sales 122,682,349 64,989,341 111,158,102 59,110,536
Discounts and returns (-) (1,578,713) (696,760) (2,118,262) (994,921)
Sales revenue, net 121,103,636 64,292,581 109,039,840 58,115,615
Cost of sales (-) (94,836,390) (49,586,475) (87,291,039) (46,450,802)
Gross profit 26,267,246 14,706,106 21,748,801 11,664,813

Details of domestic sales before other sales, discounts and returns are as follows:

1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Retail sales revenue 117,854,280 62,624,754 106,666,085 56,803,837
Wholesale revenue 4,001,970 1,899,922 3,723,523 1,878,397
Rent income 560,396 300,537 538,796 276,739
122,416,646 64,825,213 110,928,404 58,958,973

NOTE 11 – NATURE OF EXPENSES

1 January - 1 April - 1 January - 1 April -
30 June 2024 30 June 2024 30 June 2023 30 June 2023
Personnel expenses 13,425,713 6,760,676 10,430,289 5,431,946
Depreciation and amortisation 4,014,291 2,026,248 3,468,070 1,800,154
Rent and common area 3,089,850 1,636,599 2,741,396 1,456,596
Energy 1,167,113 594,300 1,728,836 658,742
Porterage and cleaning 881,358 441,071 674,318 348,829
Advertising 753,189 419,281 689,502 442,188
Information technology maintenance 706,765 297,916 604,584 303,405
Repair and maintanence 397,917 279,922 261,504 159,778
Security 291,803 147,905 179,329 90,587
Communication 171,702 83,041 111,729 52,865
Taxes and other fees 106,022 48,921 103,480 65,079
Other 1,179,274 608,351 853,681 406,116
26,184,997 13,344,231 21,846,718 11,216,285

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 11 – NATURE OF EXPENSES (Continued)

Marketing expenses 1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Personnel expenses 11,671,330 5,967,614 8,998,188 4,649,679
Depreciation and amortisation 4,014,291 2,026,248 3,468,070 1,800,154
Rent and common area 3,059,417 1,620,000 2,718,877 1,445,579
Energy 1,157,484 591,633 1,717,662 654,326
Porterage and cleaning 857,242 430,450 656,939 340,676
Advertising 753,189 419,281 688,445 442,037
Information technology maintenance 645,849 262,438 572,343 284,580
Repair and maintanence 390,568 275,071 256,057 156,264
Security 279,603 141,621 173,102 87,502
Communication 163,049 77,497 103,049 48,838
Taxes and other fees 89,463 41,205 92,568 59,871
Other 862,737 453,962 580,130 271,434
23,944,222 12,307,020 20,025,430 10,240,940
General administrative expenses 1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Personnel expenses 1,754,383 793,062 1,432,101 782,267
Other 486,392 244,149 389,187 193,078
2,240,775 1,037,211 1,821,288 975,345

Expenses by nature in cost of sales for the periods 1 January - 30 June 2024 and 2023 are as follows:

1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Cost of goods sold 93,851,875 48,820,033 86,981,083 46,205,453
Cost of service rendered 984,515 766,442 309,956 245,349
94,836,390 49,586,475 87,291,039 46,450,802

Cost of trade goods include discounts, incentives and volume rebates obtained from suppliers. Service costs comprise energy, advertising, cleaning, security and administrative expenses incurred in the Group's shopping malls.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 12 - OTHER OPERATING INCOME AND EXPENSES

Other operating income 1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Interest income on term sales 848,502 407,965 343,963 208,473
Insurance claim income 59,412 56,122 - -
Other 88,200 50,928 78,325 40,948
996,114 515,015 422,288 249,421
Other operating expenses 1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Interest expense on term purchases(*) 6,582,569 3,916,757 1,773,688 995,753
Litigation provision 108,442 72,256 94,568 71,890
Bad debt provision expense 19,838 15,488 13,747 2,872
Other 99,136 74,103 191,440 83,462
6,809,985 4,078,604 2,073,443 1,153,977

(*) Term purchases are discounted to the present value with the relevant government securities interest rates for each month, and as a result, forward purchase interest expenses are calculated. Average interest rate in 2024 is (47.03%) ; 2023 (12.5%)

NOTE 13 - INCOME AND EXPENSES FROM INVESTMENT ACTIVITIES

Income from investing activities 1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Gain on sale of property, plant and
equipment
38,479 36,456 364,161 356,382
38,479 36,456 364,161 356,382
Expense from investing activities 1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Losses from leasehold improvements
of closed stores (Note 3)
7,386 844 13,685 10,770
7,386 844 13,685 10,770

NOTE 14 - FINANCIAL INCOME

1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Interest income on bank deposits
Foreign exchange gains
1,735,849
323,999
1,116,400
189,052
1,018,872
1,165,456
559,123
1,048,061
Financial income on derivatives 67,004 46,524 - -
2,126,852 1,351,976 2,184,328 1,607,184

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 15 - FINANCIAL EXPENSES

1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Credit card commision expenses 1,733,432 979,864 447,077 226,523
Interest expense on lease liabilities 1,001,572 523,548 847,916 432,983
Interest expense on bank borrowings 474,156 307,209 438,947 233,421
Interest expense on provision for
employment termination benefits 82,999 39,538 108,587 52,607
Foreign exchange losses 50,989 28,324 54,220 31,476
Financial expense on derivatives - - 23,862 10,572
Other 37,901 24,736 96,425 63,942
3,381,049 1,903,219 2,017,034 1,051,524

NOTE 16 - TAX ASSETS AND LIABILITIES

30 June
2024
31 December
2023
Corporate and income taxes payable 149,131 649,669
Less: Prepaid current income taxes (144,206) (502,741)
Current tax liabilities 4,925 146,928
30 June
2024
31 December
2023
Deferred tax assets 1,654,555 1,363,295
Deferred tax liabilities (4,595,818) (3,949,899)
Deferred tax liabilities, net (2,941,263) (2,586,604)

General information

The Group is taxed in the scope of the tax regulations and laws of the countries in which the Group operates. Tax legislation in Turkey does not allow a principal company and its subsidiaries to fill out a consolidated tax return. Therefore the tax provisions reflected on consolidated financial statements were calculated for separate companies.

The corporate income tax rate in Turkey is 25% (31 December 2023: 25%).

The Group calculates its assets and liabilities related to deferred income by considering the temporary timing differences between taxable legal financial statements an d financial statements prepared according to TFRS. As of 30 June 2024, the rate applied for the deferred tax assets and liabilities calculated according to the liability method for temporary differences occurring in future periods for both Turkey and Kazakhstan is 25% and 20% (2023: 25% and 20%, respectively).

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 16 - TAX ASSETS AND LIABILITIES (Continued)

Tax advantages obtained within the investment incentive system

Earnings from the Group's investments subject to incentive certificates are subject to corporate tax at reduced rates from the accounting period in which the investment starts to be operated partially or fully until the investment contribution amount is reached. In this context, as of 30 June 2024, tax advantage amounting to TRY 32,450 that the Group will benefit from in the foreseeable future is reflected in the financial statements as deferred tax asset (31 December 2023: TRY 9,980). As a result of the recognition of the tax advantage as of 30 June 2024, deferred tax income amounting to TRY 22,470 has been recognized in the statement of profit or loss for the period 1 January - 30 June 2024.

Within the scope of the incentive certificates summarized above, a reduced corporate tax advantage has not been used in the current period statutory tax provision (31 December 2023: Null).

R&D incentives

The Group capitalizes the R&D expenditures it has made within the scope of the law numbered 5746 in its legal books. According to the provisions of the same law, the Group makes calculations over the R&D expenditures made within the framework of the relevant legislation and uses R&D deduction exemption for the part of the expenditures permitted by the law.

As of 30 June 2024, the Group has used R&D deduction exemption amounting to TRY 65,598 (31 December 2023: None) for legal tax.

The details of taxation on income for the periods ended 30 June 2024 and 2023 are as follows:

1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Current period income tax expense (124,858) (72,687) (471,945) (471,945)
Deferred tax expense/(income) (533,810) 79,896 (1,188,589) (108,825)
Current period tax expense/(income) (658,668) 7,209 (1,660,534) (580,770)

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 16 - TAX ASSETS AND LIABILITIES (Continued)

Deferred tax

The composition of cumulative temporary differences and the related deferred income tax assets and liabilities in respect of items for which deferred income tax has been provided as of 30 June 2024 and 31 December 2023 using the currently enacted tax rates, is as follows:

Cumulative
temporary differences
Deferred tax
assets/(liabilities)
30 June 2024 31 December 2023 30 June 2024 31 December 2023
Deferred tax assets:
Inventories 3,278,712 1,748,216 819,678 437,054
Short term provisions 1,344,313 1,472,569 337,022 368,555
Provision for employee
termination benefits 858,625 1,476,098 215,456 370,719
Finance income not
accrued from future sales 24,274 38,793 6,068 9,698
Other 1,105,323 718,249 276,331 177,269
1,654,555 1,363,295
Deferred tax liabilities:
TFRS 16 (10,991,022) (10,190,437) (2,747,756) (2,547,609)
Property, plant and equiment and
intangible assets (6,697,461) (5,013,619) (1,188,113) (697,375)
Finance expense not accrued
from future sales (2,304,914) (1,740,733) (576,229) (435,183)
Financial investment fair
value change (1,032,732) (899,107) (77,455) (269,732)
Fair value change of derivative
financial instruments (25,062) - (6,265) -
(4,595,818) (3,949,899)
Deferred tax liabilities, net (2,941,263) (2,586,604)

Movements of deferred tax assets and liabilities are as follows:

2024 2023
Beginning balance, as of 1 January, (2,586,604) (1,041,477)
Deferred tax income from continuing operations (533,810) (1,188,589)
Recognized on other comprehensive income 187,658 (45,343)
Currency translation differences (8,507) 6,904
Closing balance, as of 30 June, (2,941,263) (2,268,505)

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 17 - CAPITAL, RESERVES AND OTHER EQUITY ITEMS

The shareholders of the Company and their shareholdings stated at historical amounts at 30 June 2024 and 31 December 2023 are stated below:

30 June 2024 31 December 2023
TRY Share (%) TRY Share (%)
MH Perakendecilik ve Ticaret A.Ş. 89,046 49.18% 89,046 49.18%
Migros Ticaret A.Ş. 2,962 1.64% 2,962 1.64%
Other 89,046 49.18% 89,046 49.18%
Nominal paid capital 181,054 100.00% 181,054 100.00%
Share capital adjustment differences (*) 2,877,774 2,877,774
Adjusted share capital 3,058,828 3,058,828
Treasury shares (744,350) (744,350)

(*) Share capital adjustment differences refer to the difference between the total amounts of cash and cash equivalent additions to capital adjusted in accordance with TFRS published by the KGK and their pre-adjustment amounts. Capital adjustment differences have no use other than being added to capital.

As of 30 June 2024 breakdown of the equity in the financial statements prepared in accordance with the Tax Procedure Law are as follows.

30 June 2024
PPI Indexed
Legal Records
CPI Indexed
Records
Amounts followed in
Accumulated Profit/Loss
Share capital adjustment differences 4,238,003 2,877,774 (1,360,229)
Other reserves 2,797,912 1,495,347 (1,302,565)

Dividend distribution

Publicly traded companies make dividend distributions in accordance with the Capital Markets Board Communiqué on Dividends No. II-19.1 enacted on 01 February 2014.

Partnerships distribute profits with a decision from the general board, within the framework of profit distribution policies determined by the general assemblies and in accordance with related legislation provisions. As per the related Communique, a minimum distribution rate was not set. Companies pay dividends as specified in their articles of association or profit distribution policies. Also, dividends may be paid in equal or unequal instalments and dividend advances may be distributed in cash based on the profit in the interim financial statements.

If legal reserves and dividends determined for shareholders in articles of association or dividend distribution policies are not allocated as per the TCC, no other legal reserve can be allocated or transferred until the following year, and no dividend is distributed to beneficial interest certificate holders, members of the board of directors, employees of the partnership or those other than shareholders. Also, no dividend is distributed to such parties unless the dividends determined for the shareholders are not paid in cash.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 17 - CAPITAL, RESERVES AND OTHER EQUITY ITEMS (Continued)

In the general board meeting of 16 April 2024, the general board decision was made to pay nonresident shareholders who earn dividends via a workplace in Turkey or a permanent establishment a TRY 6.9040087 gross=net cash dividend of 690.40087% for shares with a nominal worth of TRY 1.00, to pay other shareholders a TRY 6.9040087 gross cash dividend of 690.40087% for shares with a nominal worth of TRY 1.00, a TRY 6.2136078 net cash dividend of 621.36078% out of other resources planned to be allocated. It was decided that this total payment of TRY 1,250 million (TRY 1,230 million excluding repurchased shares) shall be made in on 1 June 2024.

NOTE 18 – RELATED PARTY DISCLOSURES

a) Balances with related parties

As of 30 June 2024 and 31 December 2023, due from and due to related parties are as follows:

Trade receivables from related parties

30 June 2024 31 December 2023
Coca Cola İçecek A.Ş. 3,135 -
Anadolu Isuzu Otomotiv Sanayi ve Ticaret A.Ş. 1,284 -
Anadolu Sağlık Merkezi İktisadi İşletmesi (ASM) 833 813
Anadolu Etap Penkon Gıda ve İçecek 412 180
Ürünleri San. Ve Tic. A.Ş.
Other 233 1,127
5,897 2,120
Trade payables to related parties
30 June 2024 31 December 2023
Coca Cola Satış ve Dağıtım A.Ş. 1,228,923 613,979
Efes Pazarlama ve Dağıtım Ticaret A.Ş. 1,127,361 803,098
Adel Kalemcilik Ticaret ve San. A.Ş. 30,932 56,890
AEP Anadolu Etap Penkon Gıda ve
Tarım Ürünleri San. ve Tic. A.Ş. 21,258 45,279
AG Anadolu Grubu Holding A.Ş. 3,969 30,276
AEH Sigorta Acenteliği A.Ş. 3,356 2,008
Diğer 2,512 15,695
2,418,311 1,567,225

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 18 – RELATED PARTY DISCLOSURES (Continued)

b) Transactions with related parties

Significant transactions regarding purchases and sales with related parties for the periods ending on 30 June 2024 and 2023 are as follows:

Inventory purchases

1 January - 1 April - 1 January - 1 April -
30 June 2024 30 June 2024 30 June 2023 30 June 2023
Efes Pazarlama ve Dağıtım Ticaret A.Ş. 1,630,240 987,727 1,527,107 896,104
Coca Cola Satış ve Dağıtım A.Ş. 1,327,033 579,769 1,837,447 1,106,677
AEP Anadolu Etap Penkon Gıda ve
Tarım Ürünleri San. ve Tic. A.Ş. 99,292 59,162 62,993 36,395
Adel Kalemcilik Ticaret ve San. A.Ş. 27,388 27,316 22,435 498
3,083,953 1,653,974 3,449,982 2,039,674
Other transactions
1 January - 1 April - 1 January - 1 April -
30 June 2024 30 June 2024 30 June 2023 30 June 2023
Rent expenses (15,294) (15,294) (16,424) (16,424)
Other income - 7,581 124 8,360
Other transactions, net (15,294) (7,713) (16,300) (8,064)

Key management compensation

The Group has determined key management personnel as chairman, members of Board of Directors, general manager and vice general managers.

Total compensation provided to key management personnel by Group for the period ended 30 June 2024 and 30 June 2023 is as follows:

1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Short term benefits 214,036 102,771 260,873 119,118
214,036 102,771 260,873 119,118

Key management compensation paid or payable consists of benefits, salaries, premiums, individual pension premiums, vehicle rents and SSI and employer shares.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 19 - EARNINGS PER SHARE

Basic earnings per share is calculated by dividing net income for the period by the weighted average number of ordinary shares outstanding during the related period. The Company has no diluted instruments.

1 January -
30 June 2024
1 April -
30 June 2024
1 January -
30 June 2023
1 April -
30 June 2023
Net profit attributable to shareholders
Weighted average number of shares with
1,950,230 604,315 5,373,488 2,772,177
Kr1 face value each('000) 18,105,233 18,105,233 18,105,233 18,105,233
Earnings per share("TRY") 10.77 3.34 29.68 15.31

There is no difference between basic and diluted earnings per share for any of the periods.

NOTE 20 - EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION

Exchange Rate Risk

The Group is exposed to foreign exchange risk primarily arising from financial assets denominated in foreign currencies. At 30 June 2024, if Euro, US Dollar and JPY had appreciated against TRY by 20% and all other variables had remained constant, the profit for the period before tax as a result of foreign exchange rate difference arising out of assets and liabilities denominated in Euro, US Dollar and JPY would have been high in the amount of TRY 317,727 (31 December 2023: TRY 638,063) TRY 28,391 of the period profit effect is the effect of the change in Euro, TRY 253,759 is the effect of the change in JPY and TRY 35,577 is the effect of the change in USD. (31 December 2023: Effect of change in Euro TRY 190,105 effect of change in USD 447,958).

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024 (Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 20 - EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION (Continued)

FOREIGN CURRENCY POSITION

30 June 2024 31 December 2023
Total TRY
equivalent
USD EUR 100
JPY
Other TRY
equivalent
Total TRY
equivalent
USD EUR Other TRY
equivalent
Monetary financial assets 1,611,459 5,428 4,041 6,228,784 22,527 3,212,605 61,006 23,394 21,957
Current assets 1,611,459 5,428 4,041 6,228,784 22,527 3,212,605 61,006 23,394 21,957
Total assets 1,611,459 5,428 4,041 6,228,784 22,527 3,212,605 61,006 23,394 21,957
Trade payables 295 9 - - - 331 9 - -
Current liabilities 295 9 - - - 331 9 - -
Non-monetary other liabilities - - - - - - - - -
Non-current liabilities - - - - - - - - -
Total liabilities 295 9 - - - 331 9 - -

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024 (Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 20 - EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION (Continued)

FOREIGN CURRENCY POSITION

30 June 2024 31 December 2023
Total TRY 100 Other TRY Total TRY Other TRY
equivalent USD EUR JPY equivalent equivalent USD EUR equivalent
Net asset/(liability) position of
off-balance sheet derivatives (A-B) - - - - - - - - -
A.
Total amount of off-balance sheet
derivative financial assets - - - - - - - - -
B.
Total amount of off-balance sheet
derivative financial liabilities - - - - - - - - -
Net foreign currency asset/(liability)
Position 1,611,164 5,419 4,041 6,228,784 22,527 3,212,274 60,997 23,394 21,957
Net foreign currency asset/(liability)
position of monetary items 1,611,164 5,419 4,041 6,228,784 22,527 3,212,274 60,997 23,394 21,957
Fair value hedge funds of
foreign currency - - - - - 520,210 14,167 - -
Hedge amount of foreign currency assets - - - - - - - - -
Hedge amount of foreign currency liabilities - - - - - - - - -
Import 389,834 11,262 - - - 702,993 15,330 - -

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 20 - EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION (Continued)

Foreign currency sensitivity analysis as of 30 June 2024 and 31 December 2023 is as follows:

30 June 2024

Gain/Loss
Foreign
exchange
appreciation
Foreign
exchange
depreciation
20%
change in JPY
exchange rate
JPY
net asset/liability
253,759 (253,759)
20%
change in US Dollar exchange rate
US Dollar net asset/liability 35,577 (35,577)
20%
change in Euro exchange rate
Euro net asset/liability 28,391 (28,391)
Net effect 317,727 (317,727)

31 December 2023

Gain/Loss
Foreign
exchange
appreciation
Foreign
exchange
depreciation
20%
change in Euro exchange rate
Euro net asset/liability
447,958 (447,958)
20%
change in US Dollar exchange rate
US Dollar net asset/liability
190,105 (190,105)
Net effect 638,063 (638,063)

NOTE 21 - FINANCIAL INSTRUMENTS

Fair value estimation

Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by a quoted market price, if one exists.

  • Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
  • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirecty (that is, derived from prices) (level 2).
  • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2024

(Amounts expressed in thousands of TRY based on the 30 June 2024 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 22 - SUBSEQUENT EVENTS

The sale of the Company's real estate in Antalya Kepez, in which Antalya Kipa Shopping Mall is located, has been completed with an amount of TL 875,000,000 + VAT. The transfer of ownership certificate has been completed on 11 July 2024.

Group has signed agreements to sell 100% shares as well as liabilities of its subsidiary Ramstore Kazakhstan LLC ("Ramstore Kazakhstan"), which previously divested food retail operations in Kazakhstan and continues its operations solely with the management of a shopping mall in Almaty, for approximately USD 34.5 million at current exchange rate (USD 21,578,200 and EUR 11,800,000) to TOO Evrazia Almaty.Within the scope of the agreements coming into force, the collection of the said amounts has been completed on 23 July 2024.

Ramstore Kazakhstan LLC

Book value of disposed Net Assets 30 June
2024
Current Assets 38,903
Cash and cash equivalents 35,294
Trade receivables 2,213
Other receivables 74
Inventories 187
Other current assets 1,135
Non-Current Assets 977,697
Property, plant and equipment 977,544
Intangible assets 153
Current Liabilities 30,264
Trade payables 457
Other payables 7,006
Current tax liabilities 22,801
Non-Current Liabilities 474,556
Long-term borrowings 422,134
Other payables 6,588
Deferrex tax liabilities 45,834
Book value of Net Assets 511,780

The profit calculation for the sale is shown below:

Subsidiary sales profit

Sales profit 376,311
Foreign currency translation
differences
191,430
Book value of net assets 511,780
Amount received 696,661

MİGROS TİCARET A.Ş.

APPENDIX 1 - EBITDA

The Group calculates the EBITDA by deducting general administrative expenses and selling, marketing and distribution expenses and adding depreciation expenses, unused vacation liability paid in current period, employee termination benefit provision expense, unusued vacation liability expense on gross profit amount in consolidated statements of income.

The EBITDA table for the periods ending between 1 January- 30 June 2024 and 2023 are as follows;

TFRS 16
Effect
TFRS 16
Effect
Before
TFRS 16
Before
TFRS 16
2024 2023 2024 2023 2024 2023
Revenue 121,103,636 109,039,840 - - 121,103,636 109,039,840
Cost of goods sold (-) (94,836,390) (87,291,039) 263,371 215,625 (95,099,761) (87,506,664)
Gross profit 26,267,246 21,748,801 263,371 215,625 26,003,875 21,533,176
General administrative
expenses (-) (2,240,775) (1,821,288) - - (2,240,775) (1,821,288)
Marketing expenses (-) (23,944,222) (20,025,430) (876,523) (642,094) (23,067,699) (19,383,336)
Addition: Depreciation and
amortisation expenses 4,014,291 3,468,070 2,275,457 1,958,418 1,738,834 1,509,652
EBITDA 4,096,540 3,370,153 1,662,305 1,531,949 2,434,235 1,838,204
Addition: Provision for
employment termination
benefit and unused vacation (120,808) 379,424 - - (120,808) 379,424
EBITDA 3,975,732 3,749,577 1,662,305 1,531,949 2,313,427 2,217,628

The EBITDA table for the periods ending between 1 April- 30 June 2024 and 2023 are as follows;

TFRS 16
Effect
TFRS 16
Effect
Before
TFRS 16
Before
TFRS 16
2024 2023 2024 2023 2024 2023
Revenue 64,292,581 58,115,615 - - 64,292,581 58,115,615
Cost of goods sold (-) (49,586,475) (46,450,802) 145,531 102,840 (49,732,006) (46,553,642)
Gross profit 14,706,106 11,664,813 145,531 102,840 14,560,575 11,561,973
General administrative
expenses (-) (1,037,211) (975,345) - - (1,037,211) (975,345)
Marketing expenses (-) (12,307,020) (10,240,940) (493,820) (348,774) (11,813,200) (9,892,166)
Addition: Depreciation and
amortisation expenses 2,026,248 1,800,154 1,200,843 1,029,552 825,405 770,602
EBITDA 3,388,123 2,248,682 852,554 783,618 2,535,569 1,465,064
Addition: Provision for
employment termination
benefit and unused vacation (39,475) 320,034 - - (39,475) 320,034
EBITDA 3,348,648 2,568,716 852,554 783,618 2,496,094 1,785,098

……………………..

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