Interim / Quarterly Report • Jul 29, 2024
Interim / Quarterly Report
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SUMMARY FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY – 30 JUNE, 2024
(Originally issued in Turkish)
To the General Assembly of Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.
We have reviewed the accompanying condensed statement of financial position of Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş. (the "Company") as at 30 June 2024 and the related condensed statements of profit or loss and other comprehensive income, changes in equity and cash flows for the sixmonth period then ended. The management of the Company is responsible for the preparation and fair presentation of this interim condensed financial information in accordance with Turkish Accounting Standard 34 ("TAS 34") "Interim Financial Reporting". Our responsibility is to express a conclusion on this interim condensed financial information based on our 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 condensed financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and the objective of which is to express an opinion on the financial statements. Consequently, a review on the interim condensed financial information does not provide assurance that the audit firm will be aware of all significant matters which would have been identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to conclude that the accompanying interim condensed financial information is not prepared, in all material respects, in accordance with TAS 34.
Management is responsible for the other information. The other information includes "Control of Compliance with Portfolio Limitations, Financial Debt and Total Expense Limits", which does not have a measurement criterion within the scope of TAS 34 and does not include financial statement and the auditor's report threon. In connection to our reivew on the financial statement does not include such other information and we do not make any assurances regarding the other information.
As part of a review of financial information, our responsibility is to read the other information outlined above and in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the review or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.
Mert Tüten, SMMM Independent Auditor
Istanbul, 29 July 2024
| STATEMENTS OF FINANCIAL POSITION | 1-2 | |
|---|---|---|
| STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME | 3 | |
| STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY | 4 | |
| STATEMENTS OF CASH FLOW | 5 | |
| NOTES TO THE CONDENSED FINANCIAL STATEMENTS | 6-48 | |
| NOTE 1 | ORGANIZATION AND OPERATIONS OF THE COMPANY | 6-7 |
| NOTE 2 | BASIS OF PRESENTATION OF FINANCIAL STATEMENTS | 7-11 |
| NOTE 3 | MERGERS | 12 |
| NOTE 4 | SEGMENT REPORTING | 12 |
| NOTE 5 | CASH AND CASH EQUIVALENTS | 12 |
| NOTE 6 | BALANCES AND TRANSACTIONS WITH RELATED PARTIES | 13-18 |
| NOTE 7 | TRADE RECEIVABLES AND PAYABLES | 18 |
| NOTE 8 | OTHER PAYABLES AND RECEIVABLES | 18 |
| NOTE 9 | TANGIBLE ASSETS | 19 |
| NOTE 10 | EMPLOYEE BENEFITS | 19-20 |
| NOTE 11 | OTHER ASSETS AND LIABILITIES | 21 |
| NOTE 12 | SHAREHOLDERS' EQUITY | 21-22 |
| NOTE 13 | REVENUE AND COST OF SALES | 22 |
| NOTE 14 | GENERAL ADMINISTRATIVE EXPENSES | 23 |
| NOTE 15 | OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES | 23 |
| NOTE 16 | FINANCIAL INCOME AND EXPENSES | 24 |
| NOTE 17 | EARNINGS / (LOSS) PER SHARE | 24 |
| NOTE 18 | PROVISIONS, CONTINGENT ASSETS AND LIABILITIES | 25 |
| NOTE 19 | FINANCIAL INSTRUMENTS | 26-29 |
| NOTE 20 | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT | 30-36 |
| NOTE 21 | FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES) | 36-40 |
| NOTE 22 | EVENTS AFTER THE BALANCE SHEET DATE | 41 |
| NOTE 23 | CONTROL OF COMPLIANCE WITH PORTFOLIO LIMITATIONS, FINANCIAL DEBT | |
| AND TOTAL EXPENSE LIMITS……………… | 41-44 |
at 30 June 2024 and 31 December 2023
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| Limited Review | Audited | ||
|---|---|---|---|
| Current Period | Previous Period | ||
| Notes | 30 June 2024 |
31 December 2023 |
|
| ASSETS | |||
| Current assets: | |||
| Cash and cash equivalents | 5 | 48,944 | 55,375 |
| Trade receivables | 47,880 | 41,424 | |
| - Trade receivables from related parties | 6,7 | 47,880 | 41,424 |
| Other receivables | 1,653,627,116 | - | |
| - Other receivables from related parties | 6,8 | 1,653,627,116 | - |
| Other current assets | 1 1 |
81,031 | 93,747 |
| Total Current Assets | 1,653,804,971 | 190,546 | |
| Non-Current Assets: | |||
| Financial investments | 1 9 |
28,524,960,917 | 31,437,902,133 |
| Tangible assets | 9 | 140,668 | 198,594 |
| Other non-current assets | 1 1 |
176,151,042 | 246,650,649 |
| Total Non-Current Assets | 28,701,252,627 | 31,684,751,376 | |
| Total Assets | 30,355,057,598 | 31,684,941,922 | |
| The accompanying notes form an integral part of the financial statements. |
at 30 June 2024 and 31 December 2023
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| Limited Review | Audited | ||
|---|---|---|---|
| Current Period | Previous Period | ||
| Notes | 30 June | 31 December | |
| 2024 | 2023 | ||
| LIABILITIES | |||
| Current Liabilities | |||
| Trade payables | 129,205,708 | 177,753,095 | |
| - Trade payables to related parties | 6,7 | 128,823,069 | 177,427,294 |
| - Trade payables to non-related parties | 7 | 382,639 | 325,801 |
| Payables related to employee benefits | 1 0 |
240,423 | 199,915 |
| Other payables | - | 3,343,202,675 | |
| - Other payables to related parties | 6,8 | - | 3,343,202,675 |
| Short-term provisions | 885,338 | 661,149 | |
| - Short-term provisions for employee benefits | 1 0 |
885,338 | 661,149 |
| Other short-term liabilities | 1 1 |
9,362,800 | 13,177,541 |
| Total Current Liabilities | 139,694,269 | 3,534,994,375 | |
| Non-Current Liabilities: | |||
| Other payables | 3,295,866,299 | 311,836,472 | |
| - Other payables to related parties | 6.8 | 3,295,866,299 | 311,836,472 |
| Long-term provisions | 803,389 | 799,596 | |
| - Long-term provisions for employment benefits | 1 0 |
803,389 | 799,596 |
| Total Non-Current Liabilities | 3,296,669,688 | 312,636,068 | |
| Total Liabilities | 3,436,363,957 | 3,847,630,443 | |
| Shareholders' Equity | |||
| Paid-in capital | 1 2 |
385,000,000 | 385,000,000 |
| Share Capital Adjustment Differences | 3,721,296,953 | 3,721,296,953 | |
| Share premiums | 1 2 |
2,450,816,880 | 2,450,816,880 |
| Restricted reserves | 1 2 |
45,579,827 | 45,579,827 |
| Retained earnings | 21,234,617,819 | 32,218,565,877 | |
| Net loss for the period | (918,617,838) | (10,983,948,058) | |
| Total Equity | 26,918,693,641 | 27,837,311,479 | |
| Total Liabilities | 30,355,057,598 | 31,684,941,922 |
The accompanying notes form an integral part of the financial statements.
| Limited Review Current Period |
Limited Review Previous Period |
Limited Review Current Period |
Limited Review Previous Period |
||
|---|---|---|---|---|---|
| 1 January - | 1 January - | 1 April - | 1 April - | ||
| 30 June | 30 June | 30 June | 30 June | ||
| Note | 2024 | 2023 | 2024 | 2023 | |
| Revenue | 1 3 |
1,725,203,175 | 9,483,667 | 551,967,184 | - |
| Cost of sales (-) | 1 3 |
(1,724,883,126) | (8,931,421) | (551,647,135) | - |
| Gross profit | 320,049 | 552,246 | 320,049 | - | |
| General administrative expenses (-) | 1 4 |
(122,762,455) | (129,127,096) | (58,034,381) | (54,740,445) |
| Other operating income | 1 5 |
256,893 | 267,237 | 122,376 | 121,845 |
| Other operating expenses (-) | 1 5 |
(1,027,540,110) | (10,444,237,233) | (591,536,417) | 2,374,217,747 |
| Operating profit/(loss) | (1,149,725,623) | (10,572,544,846) | (649,128,373) | 2,319,599,147 | |
| Financial income | 1 6 |
300,706,735 | 856,733 | 260,986,615 | 727,215 |
| Financial expenses (-) | 1 6 |
(504,536,783) | (539,842,612) | (115,652,087) | (331,049,192) |
| Net monetary gain | 434,937,833 | 151,944,106 | 167,673,314 | 129,321,782 | |
| Profit/(Loss) Before Tax | (918,617,838) | (10,959,586,619) | (336,120,531) | 2,118,598,952 | |
| Tax Expense For The Period | - | - | - | - | |
| -Current tax expense (-) | - | - | - | - | |
| Net profit/(loss) for the period | (918,617,838) | (10,959,586,619) | (336,120,531) | 2,118,598,952 | |
| Other comprehensive income | - | - | - | - | |
| Total comprehensive income/(expense) | (918,617,838) | (10,959,586,619) | (336,120,531) | 2,118,598,952 | |
| Earnings/(loss) per share | 1 7 |
(2.39) | (28.47) | (0.87) | 5.50 |
The accompanying notes form an integral part of the financial statements
for the interim period 1 January – 30 June 2024 and 2023 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| Accumulated profit | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share capital | ||||||||
| Paid in capital | adjustment differences |
Share premiums |
Restricted reserves |
Net income/ (loss) |
Retained earnings |
Total Equity | ||
| 1 January 2023 balances as of date | 385,000,000 | 3,721,296,953 | 2,450,816,880 | 45,579,827 | 272,001,966 | 31,946,563,911 | 38,821,259,537 | |
| Transfers | - | - | - | - | (272,001,966) | 272,001,966 | - | |
| Total comprehensive expense | - | - | - | - | (10,959,586,619) | - | (10,959,586,619) | |
| 30 June 2023 balances as of date | 385,000,000 | 3,721,296,953 | 2,450,816,880 | 45,579,827 | (10,959,586,619) | 32,218,565,877 | 27,861,672,918 |
| 1 January 2024 balances as of date | 385,000,000 | 3,721,296,953 | 2,450,816,880 | 45,579,827 | (10,983,948,058) | 32,218,565,877 | 27,837,311,479 |
|---|---|---|---|---|---|---|---|
| Transfers | - | - | - | - | 10,983,948,058 | (10,983,948,058) | - |
| Total comprehensive expense | - | - | - | - | (918,617,838) | - | (918,617,838) |
| 30 June 2024 balances as of date | 385,000,000 | 3,721,296,953 | 2,450,816,880 | 45,579,827 | (918,617,838) | 21,234,617,819 | 26,918,693,641 |
The accompanying notes form an integral part of the financial statements.
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| Limited Review Current Period |
Limited Review Previous Period |
||
|---|---|---|---|
| Note | 30 June 2024 | 30 June 2023 | |
| A. CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Net loss for the period | (918,617,838) | (10,959,586,619) | |
| Adjustments to reconciliation of net loss for the period | 3,117,525,650 | 11,526,115,265 | |
| -Adjustments related to depreciation and amortization | 9 | 57,926 | 117,946 |
| -Adjustments related to provisions for employee benefits | 10 | 8,844 | 121,723 |
| -Adjustments related to interest income | 16 | (300,706,735) | (856,733) |
| -Adjustments related to dividend income | 13 | (320,049) | (552,246) |
| -Adjustments related to interest expense | 16 | 124,593,691 | 467,379,915 |
| -Net fair value (gains)/losses of financial assets | 15 | 2,913,729,743 | 10,987,332,943 |
| -Adjustments for unrealized foreign currency exchange differences | 16 | 379,943,092 | 72,462,697 |
| -Adjustments related to monetary (gain)/loss | 219,138 | 109,020 | |
| Changes in working capital | |||
| -Changes in liabilities under employee benefits | 10 | 40,508 | 41,778 |
| -Changes in other receivables from related parties | 6,8 | (1,653,627,116) | (9,224,591) |
| -(Decrease)/Increase in trade payables to non-related parties | 7 | 56,838 | (470,853) |
| -Increase in trade payables to related parties | 6 | (48,604,225) | (43,257,463) |
| - Increase in other short-term liabilities | 11 | (3,814,741) | (1,995,262) |
| -Other increase/(decrease) in working capital | 70,505,867 | (66,351,548) | |
| Cash flows from operating activities | 563,464,943 | 445,270,707 | |
| B. CASH FLOWS FROM INVESTING ACTIVITIES | |||
| -Dividend income | 13 | 320,049 | 552,246 |
| -Interest income | 16 | 300,706,735 | 856,733 |
| -Cash inflow and outflow due to share sale/purchase of affiliates and/or business | 19 | (788,527) | (3,499,218) |
| -Cash outflows from the purchase of tangible and intangible assets | 9 | - | (94,448) |
| Cash flows from investing activities | 300,238,257 | (2,184,687) | |
| C. CASH FLOWS FROM FINANCING ACTIVITIES | |||
| -Changes in other payables to related parties | 20 | (359,172,848) | 96,827,296 |
| -Interest paid | 16 | (504,536,783) | (539,842,612) |
| Cash flows from financing activities | (863,709,631) | (443,015,316) | |
| Net increase/(decrease) in cash and cash equivalents before the effect of | |||
| currency exchange differences (A+B+C) | (6,431) | 70,704 | |
| D.THE EFFECT OF FOREIGN CURRENCY CONVERSION DIFFERENCES ON CASH AND CASH EQUIVALENTS |
- | - | |
| Net increase/(decrease) in cash and cash equivalents (A+B+C+D) | (6,431) | 70,704 | |
| E. CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD |
5 | 55,375 | - |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A+B+C+D+E) |
|||
| 48,944 | 70,704 |
The accompanying notes form an integral part of the financial statements.
Gözde Girişim Sermayesi has been founded by the shareholders of the FFK Fon Finansal Kiralama A.Ş. (FFK) on 22 January 2010 through the partial spin-off of Türkiye Finans Katılım Bankası A.Ş (TFKB) shares that are presented as assets held for sale in the financial statements of FFK as of 31 December 2009 and Kaynak Finansal Kiralama A.Ş. (Kaynak Finansal) shares that are among the subsidiaries of FFK and as capital in kind. The foundation of the company was registered by the Trade Registry Office and announced in the Trade Registry Gazette on 28 January 2010 numbered 7789.
The process of conversion for Gözde Finansal Hizmetler Anonim Şirketi into a Venture-Capital Trust with the VCT title was finalized upon register of the articles of association amendment to the Trade Registry on 28 July 2011, following the capital increase realized between 11 July - 25 July 2011. The Company continues its operations under the trade name of "Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.", as of 28 July 2011 with the aim of using its capital, which has been issued as registered capital, for doing business with the purposes and the subjects written in the regulations of the Capital Market Board ("CMB") regarding Venture-Capital Trusts (Communiqué - Serial: III No:48.3) and for doing business with the aim of directing it to long-term investments made to venture capital companies that are essentially established or will be established in Turkey, have the potential to grow and are in need of resources.
The partial spin-off, which was resolved during the Board of Directors meeting of FFK conducted on 10 November 2009 and in accordance with Article 20 and subparagraph "b" of paragraph 3 of Article 19 of the Law on Corporate Income Tax No. 5520 and with provisions of "Communiqué Regarding the Regulation of Procedures and Principles on the Partial Demerger of Incorporated and Limited Liability Companies" published on the Official Gazzette No. 25231 dated 16 September 2003, received approval from the Capital Market Board with the document dated 21 December 2009 and numbered B.02.1.SPK.013-1869. At the Extraordinary General Assembly meeting of FFK held on January 11, 2010, the Partial Spin-off Plan was accepted in accordance with the provisions of the communiqué mentioned above. The shareholders have decided that the said shares will be invested in the newly established Company as capital in kind with the cost value in the records of FFK, and in return, the shares representing the capital of the Company will be given to the shareholders of FFK in proportion to their existing shares in FFK. With the said partial division, the Company went public and prepared its financial statements for the first time on 31 March 2010 and presented it to the CMB and Borsa İstanbul A.Ş.
| 30 June 2024 | 31 December 2023 | |||
|---|---|---|---|---|
| Shareholders | Share capital (%) |
Capital Amount (TRY) |
Share capital (%) |
Capital Amount (TRY) |
| Kökler Yatırım Holding A.Ş. | 29.73 | 114,466,300 | 29.73 | 114,466,300 |
| Yıldız Holding A.Ş. | 22.78 | 87,719,769 | 22.78 | 87,719,769 |
| Şükran Danışmanlık ve Yönetim A.Ş. | 5.14 | 19,803,301 | 5.14 | 19,803,301 |
| İhsaniye Danışmanlık ve Yönetim A.Ş. | 5.14 | 19,803,301 | 5.14 | 19,803,301 |
| Clarastra Danışmanlık ve Yönetim A.Ş. | 5.14 | 19,803,301 | 5.14 | 19,803,301 |
| Franklin Templeton Luxembourg SA | 5.00 | 19,250,000 | 5.00 | 19,250,000 |
| Other | 27.07 | 104,154,028 | 27.07 | 104,154,028 |
| Nominal Capital | 100 | 385,000,000 | 100 | 385,000,000 |
| Share Capital Adjustment Differences | 3,721,296,953 | 3,721,296,953 |
As of 30 June 2024 and 31 December 2023, the shareholders and partnership shares of the Company are as follows:
for the interim period 1 January – 30 June 2024
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
According to the data received from the Central Registry Agency, 30,4% of the Company's shares are open to the public as of the reporting date (31 December 2023: 30,40%). While the Central Registry Agency determines the free float rate of companies, it includes all shares of 10% or less in the free float rate. It also determines the final rate by decreasing the blocked amounts. As of 30 June 2024, the capital of the company consists of 385,000,000 shares (31 December 2023: 385,000,000 shares). The nominal value of the shares is TRY 1 per share (31 December 2023: TRY 1 per share).
The headquarters of the company is in Kısıklı Mahallesi, Çeşme Çıkmazı Sokak, Yıldız Holding Apt. No: 6/1 Uskudar Istanbul address. As of 30 June 2024, the total number of personnel of the Company is 4 people. (31 December 2023: 4 people).
The financial statements have been approved by the Board of Directors and authorized to be published on July 29, 2024.
.
As of the publication date of the financial statements, there is no dividend decision taken by the General Assembly.
The Company maintain its books of accounts and prepare its statutory financial statements in accordance with the Turkish Commercial Code ("TCC"), tax legislation, the Uniform Chart of Accounts.
The accompanying financial statements are prepared in accordance with 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 Article 5 of the Communiqué, financial statements are prepared in accordance with the Turkish Accounting Standards ("TAS") issued by Public Oversight Accounting and Auditing Standards Authority ("POAASA"). TAS contains Turkish Accounting Standards, Turkish Financial Reporting Standards ("TFRS") and its addendum and interpretations ("IFRIC").
The accompanying financial statements are within the scope of the Capital Markets Board's ("CMB") Communiqué on "Principles of Financial Reporting in the Capital Markets" numbered II-14.1 and Turkish Accounting Standards ("TAS") published by the Public Oversight, Accounting and Auditing Standards Authority ("KGK") and Turkish Financial Reporting Standards ("TFRS"). The presentation principles have been prepared in accordance with the 2022 TFRS Taxonomy, which was developed by the KGK on the basis of subparagraph (b) of the 9th article of the Decree Law No. 660 and determined and announced to the public with the decision of the KGK dated 4 October 2022.
The financial statements are prepared on the indexed historical cost basis, except for the revaluation of financial instruments at fair value.The determination of indexed historical cost is generally based on the fair value of the amount paid for the assets.
The Company's financial statements have been prepared consistent with accounting policies used in preparation of financial statements for the year ending 31 December 2023 except for new accounting standards applicable as of 1 January 2024. New accounting standards are disclosed at Note 2.2 and Note 2.3.
Financial statements of the Company are presented in the currency of the primary economic environment in which the entities operate (its functional currency). The results and financial position of the Company is expressed in Turkish Lira, which is the functional and presentation currency of the Company.
Accounting policy amendments are applied retrospectively and the previous year financial statements are rearranged.
According to TFRS 10, the Company did not present a financial statement by measuring its investments at fair value through profit or loss and benefiting from exclusion related to financial statement presentation. Besides, the Company is an investment entity as per the definition of investment entity in TFRS 10. The aspects indicating the Company's nature as investment entity are that: the Company gets funds from one or more investors in order to provide investment management services; undertakes its investor or investors that its business purpose is to invest the funds for only acquiring capital gain or investment income or both; and measures and appraises the performance of its all investment based on the fair value principle. Furthermore, the Company has investors without related parties as it is open to multiple investments and investors and to public.
The subsidiaries that the Company controls but does not consolidate are as follows:
| Place of | |||
|---|---|---|---|
| (%) | Establishment | Field of Operation | |
| Polinas Plastik Sanayii ve Tic. A.Ş. | 99.00 | Turkey | Packaging |
| Azmüsebat Çelik Sanayii A.Ş. ve Ticaret A.Ş. | 97.61 | Turkey | FMCG |
| Gözde Tech Ventures Teknoloji Yatırımları A.Ş. | 100.00 | Turkey | Technology Investments |
Information on Checking the Compliance with Portfolio Restrictions and the Limit of Financial Liability and Total Expenses given in Supplementary Footnote has the feature of summary information generated from financial statements as per "Communiqué on the Principles of Financial Reporting in Capital Markets" and is prepared within the framework of the provisions of "Communiqué on Principles of Venture Capital and Private Equity Investment Companies" with number III-48.3, published in the in the Official Gazette edition 28790 on 9 October 2013, regarding checking the compliance with portfolio restrictions and the limit of financial liability and total expenses.
The financial statements of the Company are prepared comparatively with the previous period in order to enable the determination of the financial situation and performance trends. In order to comply with the presentation of the current period financial statements, comparative information is reclassified when deemed necessary and significant differences are disclosed. As of 30 June 2024, the Company does not have any classification.
The accounting policies used in the preparation of the financial statements for the accounting period ending as of 30 June 2024 have been applied consistently with those used in the previous year, except for the new and amended TFRS standards and TFRYK interpretations valid as of 1 January 2024, which are summarized below. The effects of these standards and interpretations on the financial position and performance of the Company are explained in the relevant paragraphs.
• 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).
• 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.
According to the announcement made by the Public Oversight Accounting and Auditing Standards Authority (KGK) on November 23, 2023, and the "Application Guide on Financial Reporting in High Inflationary Economies" published, the company prepared its financial statements for the year ending December 31, 2023, in accordance with the TMS 29 "Financial Reporting in High Inflationary Economies" Standard. According to this standard, financial statements prepared in the currency of a high inflationary economy are presented in terms of the purchasing power of that currency at the balance sheet date, and comparative information for previous periods is also expressed in the current measurement unit currency at the end of the reporting period for comparison purposes. Therefore, the company also presented its financial statements dated December 31, 2023, based on the purchasing power as of June 30, 2024.
In accordance with the decision of the Capital Markets Board (SPK) dated December 28, 2023, and numbered 81/1820, it has been decided to apply inflation accounting by applying the provisions of TMS 29 starting from the annual financial reports of issuers subject to financial reporting regulations applying Turkish Accounting/Financial Reporting Standards and capital market institutions for the financial year ending December 31, 2023.
Notes to the financial statements for the interim period 1 January – 30 June 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
Reclassifications made in accordance with TMS 29 were made using the correction coefficient obtained from the Consumer Price Index ("CPI") published by the Turkish Statistical Institute ("TÜİK"). As of June 30, 2024, the indices and correction coefficients used in the adjustment of financial statements are as follows:
| Date Index |
Adjustment coefficient | Three-year cumulative inflation rates | |
|---|---|---|---|
| 30 June 2024 |
2,319.29 | 1.00000 | 324% |
| 31 December 2023 | 1,859.38 | 1.24734 | 268% |
| 30 June 2023 |
1,351.59 | 1.71597 | 190% |
The main elements of the adjustment process made by the company for financial reporting in high inflationary economies are as follows :
Current period financial statements prepared in Turkish Lira (TRY) are expressed in terms of the purchasing power at the balance sheet date, and amounts for previous reporting periods are also adjusted to reflect the purchasing power at the end of the reporting period.
Monetary assets and liabilities are not adjusted since they are already expressed in terms of the current purchasing power at the balance sheet date. If the inflation-adjusted values of non-monetary items exceed their recoverable amount or net realizable value, the provisions of TMS 36 and TMS 2 are applied accordingly.
Non-monetary assets and liabilities, as well as equity items not expressed in terms of the current purchasing power at the balance sheet date, are adjusted using the respective correction coefficients.
Except for items affecting the comprehensive income statement in the balance sheet, all items in the comprehensive income statement are indexed using coefficients calculated based on the periods when income and expense accounts were initially reflected in the financial statements.
The impact of inflation on the net monetary asset position in the current period is recorded in the income statement as a loss on net monetary position.
The financial statements for the period ending on 30 June 2024 have been prepared in accordance with TAS 34 standard for the preparation of financial statements of TFRS. In addition, the financial statements for the year ended 30 June 2024 have been prepared by applying the accounting policies consistent with the accounting policies applied during the preparation of the financial statements for the year ended 31 December 2023. Therefore, these financial statements should be evaluated together with the financial statements for the year ended 31 December 2023.
for the interim period 1 January – 30 June 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
None (31 December 2023 : None).
The company operates in only one area, venture capital investments. Since the company operates in only one area and only in Turkey, no segment reporting has been made in the accompanying financial statements. In addition, apart from the information detailed in Notes 13, 19, 21 and 23, no segment reporting is made to the senior management.
| 30 June 2024 | 31 December 2023 | |
|---|---|---|
| Demand deposits | 48,944 | 55,375 |
| Total | 48,944 | 55,375 |
| 30 June 2024 | Receivables | Payables | |||
|---|---|---|---|---|---|
| Short-term | Short-term | Long-term | |||
| Balance with Related Parties | Trade | Non-trade | Trade | Non-trade | |
| Azmüsebat Çelik San. ve Tic. A.Ş. | 15,960 | - | - | - | |
| Yıldız Holding A.Ş.(*) | - | 1,653,627,116 | - | 3,295,866,299 | |
| Polinas Plastik Sanayii ve Tic.A.Ş. | 15,960 | - | - | - | |
| Sağlam İnş.Taah.Tic.A.Ş. | - | - | 985 | - | |
| Franklin Templeton Danışmanlık Hizmetleri A.Ş.(**) | - | - | 128,813,764 | - | |
| İzsal Bilgi Sistemleri ve Gayrimenkul Geliştirme A.Ş. | - | - | 8,320 | - | |
| Gözde Tech Ventures Teknoloji Yatırımları A.Ş. | 15,960 | - | - | - | |
| Total | 47,880 | 1,653,627,116 | 128,823,069 | 3,295,866,299 |
The Company's non-trade payable balances to related parties and non-trade receivable balances from related parties originate from the use/financing of funds within the scope of the Company's field of activity, and the interest rates applied to these balances in reporting period are in the range of 45.67%-59.64% in Turkish Lira, 6.80% in US Dollars.
(*) The company has converted its current debt to Yıldız Holding A.Ş. into a long-term structure by taking over the American dollar loan held within the company under the same terms without providing any collateral, mortgage, or guarantee.
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
(**) The services provided to the Company within the scope of the 'Consultancy Agreement' (Agreement) signed on 29 October 2017 (with an option to extend for 5+2 years) with Franklin Templeton Danışmanlık Hizmetleri A.Ş., an indirect subsidiary of Franklin Resources, Inc. in Turkey, to provide consultancy services on strategic issues related to the Company's operations are as follows. At the end of the 5th year, the option to extend for 2 years has been used. The Consultancy Agreement between our company and Franklin Templeton Danışmanlık Hizmetleri A.Ş. will be ending on 29 October 2024.
The amount of 'Retainer Fee' accrued quarterly for consultancy services is invoiced to the Company at an amount corresponding to 2% of the 'Market Value of the Company' calculated based on the average share price for the relevant reporting period quarter.
In accordance with the relevant clauses of the agreement regarding the sale of assets and dividend payments to the Company, the fee payments to be made to Franklin Templeton Danışmanlık Hizmetleri; 'CCCF' (Capital Contribution to Capital Fee), which is payable at 10% or 15% of the difference between the entry price (fair values in the Company's financial statements as of 30 September 2017) and the sale price, after deducting the transaction costs related to the purchase and sale; and the 'CCIF' (Consultancy Contribution to Income Fee) to be paid over 3% of gross dividend income payments, have been arranged.
Prior to 29 October 2017, the date of signature of the 'Consultancy Agreement', whilst the CCCF amount incurred during the sale of portfolio companies that were already in the Company's portfolio was calculated over 10% of the difference between the entry and sale amounts of the portfolio companies in the Company's portfolio, after deducting the transaction costs related to the purchase and sale processes; the CCCF amount incurred during the sale of the portfolio companies included in the Company's portfolio after the signature date of this "Advisory Agreement" is calculated as 15% of the difference between the entry and sale amounts of the portfolio companies, after deducting the transaction costs related to the purchase and sale processes.
The ratio of the total amounts related to the services received from Franklin Templeton Consulting to the total assets for the periods 30 June 2024 and 31 December 2023 is within the ratio permitted by Article 26 titled Total Expense Ratio of the Communiqué on Venture Capital Investment Trusts numbered III-48.3.
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| 31 December 2023 | Receivables | Payables | |||
|---|---|---|---|---|---|
| Short-term | Short-term | Long-term | |||
| Balance with Related Parties | Trade | Trade | Ticari olmayan | Non-trade | |
| Azmüsebat Çelik San. ve Tic. A.Ş. | 13,808 | - | - | - | |
| Yıldız Holding A.Ş.(*) | - | - | 3,343,202,675 | 311,836,472 | |
| Polinas Plastik Sanayii ve Tic.A.Ş. | 13,808 | - | - | - | |
| Sağlam İnş.Taah.Tic.A.Ş. | - | 13,892 | - | - | |
| Franklin Templeton Danışmanlık Hizmetleri A.Ş.(**) | - | 177,314,795 | - | - | |
| İzsal Bilgi Sistemleri ve Gayrimenkul Geliştirme A.Ş. | - | 98,607 | - | - | |
| Gözde Tech Ventures Teknoloji Yatırımları A.Ş. | 13,808 | - | - | - | |
| Total | 41,424 | 177,427,294 | 3,343,202,675 | 311,836,472 |
The Company's non-trade payable balances to related parties originate from the use of financing within the scope of the Company's field of activity, and the interest rates applied to these balances in reporting period are in the range of 24.35%-53.43% in Turkish Lira, 8.88%- 11.38% in US Dollars and 7.77%-10.12% in Euro.
(*) See page 13.
(**) Consists of consultancy expenses. See page 14.
| Service | 1 January - 30 June 2024 Financing |
Financing | |||
|---|---|---|---|---|---|
| Related party transactions | Procurement | Other Income | Income | Expenses | Rent Expense |
| Azmüsebat Çelik San. ve Tic. A.Ş. | - | 85,631 | - | - | - |
| Franklin Templeton Danışmanlık Hizmetleri A.Ş.(*) | 101,689,208 | - | - | - | - |
| Yıldız Holding A.Ş. | 12,494,001 | - | 300,706,735 | 124,593,691 | 138,921 |
| İzsal Bilgi Sistemleri ve Gayrimenkul Geliştirme A.Ş. | 701,793 | - | - | - | - |
| Sağlam İnş.Taah.Tic.A.Ş. | 110,720 | - | - | - | - |
| Polinas Plastik Sanayii ve Tic.A.Ş. | - | 85,631 | - | - | - |
| Gözde Tech Ventures Teknoloji Yatırımları A.Ş. | - | 85,631 | - | - | - |
| Total | 114,995,722 | 256,893 | 300,706,735 | 124,593,691 | 138,921 |
(*) Consists of consultancy expenses. See page 14.
| 1 January - 30 June 2023 | |||||
|---|---|---|---|---|---|
| Related party transactions | Service | Financing | Financing | ||
| Procurement | Other Income | Income | Expenses | Rent Expense | |
| Azmüsebat Çelik San. ve Tic. A.Ş. | - | 83,835 | - | - | - |
| Franklin Templeton Danışmanlık Hizmetleri A.Ş.(*) | 107,466,752 | - | - | - | - |
| Yıldız Holding A.Ş. | 13,481,144 | - | - | 187,402,349 | 151,971 |
| Polinas Plastik Sanayii ve Tic.A.Ş. | - | 83,835 | 119,476 | - | - |
| İzsal Gayrimenkul Geliştirme A.Ş. | 643,806 | - | - | - | - |
| Sağlam İnş.Taah.Tic.A.Ş. | 87,888 | - | - | - | - |
| Gözde Tech Ventures Teknoloji Yatırımları A.Ş. | - | 83,835 | - | - | - |
| Total | 121,679,590 | 251,505 | 119,476 | 187,402,349 | 151,971 |
(*) Consists of consultancy expenses. See page 14.
for the interim period 1 January – 30 June 2024
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| 1 January - 30 June 2024 |
1 January - 30 June 2023 |
|
|---|---|---|
| Salaries and other benefits | 675,213 | 638,317 |
| Total | 675,213 | 638,317 |
The details of trade receivables and payables as of 30 June 2024 and 31 December 2023 are as follows;
| 30 June 2024 | 31 December 2023 | |
|---|---|---|
| Trade receivables from related parties (Note 6) | 47,880 | 41,424 |
| Total | 47,880 | 41,424 |
| 30 June 2024 | 31 December 2023 | |
|---|---|---|
| Trade payables to related parties (Note 6) | 128,823,069 | 177,427,294 |
| Trade payables to non-related parties (Note 6) | 382,639 | 325,801 |
| Total | 129,205,708 | 177,753,095 |
Financial risk disclosures related to trade payables are in Note 20.
The details of the other payables as of 30 June 2024 and 31 December 2023 are as follows ;
| 30 June 2024 | 31 December 2023 | |
|---|---|---|
| Other receivables from related parties (Note 6) | 1,653,627,116 | - |
| Total | 1,653,627,116 | - |
| 30 June 2024 | 31 December 2023 | |
| Other short-term payables to related parties (Note 6) | - | 3,343,202,675 |
| Total | - | 3,343,202,675 |
| Other long-term payables to related parties (Note 6) | 3,295,866,299 | 311,836,472 |
| Total | 3,295,866,299 | 311,836,472 |
for the interim period 1 January – 30 June 2024
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| Leasehold | ||||
|---|---|---|---|---|
| Fixtures | improvements | Other | Total | |
| Cost | ||||
| Opening balance as of 1 January 2024 Purchases |
5,036,174 - |
9,977,819 - |
189,525 - |
15,203,518 - |
| Closing balance as of 30 June 2024 | 5,036,174 | 9,977,819 | 189,525 | 15,203,518 |
| Accumulated depreciation | ||||
| Opening balance as of 1 January 2024 Expense for the period |
(4,929,658) (23,958) |
(9,977,819) - |
(97,447) (33,968) |
(15,004,924) (57,926) |
| Closing balance as of 30 June 2024 | (4,953,616) | (9,977,819) | (131,415) | (15,062,850) |
| Net book value as of 30 June 2024 | 82,558 | - | 58,110 | 140,668 |
| Leasehold | ||||
| Fixtures | improvements | Other | Total | |
| Cost | ||||
| Opening balance as of 1 January 2023 | 4,970,332 | 9,977,819 | 160,919 | 15,109,070 |
| Purchases | 65,842 | - | 28,606 | 94,448 |
| Closing balance as of 30 June 2023 | 5,036,174 | 9,977,819 | 189,525 | 15,203,519 |
| Accumulated depreciation | ||||
| Opening balance as of 1 January 2023 | (4,886,809) | (9,977,819) | (22,350) | (14,886,978) |
| Expense for the period | (42,849) | - | (75,097) | (117,946) |
| Closing balance as of 30 June 2023 | (4,929,658) | (9,977,819) | (97,447) | (15,004,925) |
| Net book value as of 30 June 2023 | 106,516 | - | 92,078 | 198,594 |
Depreciation expenses of tangible assets are recognized under general administrative expenses in the profit or loss statement. There is no pledge or mortgage on tangible assets (31 December 2023: None). There are no tangible assets acquired via financial leasing (31 December 2023: None).
Payables within the scope of employee benefits:
| 30 June 2024 | 31 December 2023 |
|---|---|
| 240,423 | 199,915 |
| 240,423 | 199,915 |
for the interim period 1 January – 30 June 2024
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
Short-term provisions for employee benefits:
| 30 June 2024 | 31 December 2023 | |
|---|---|---|
| Provisions for unused vacations | 885,338 | 661,149 |
| Total | 885,338 | 661,149 |
Long-term provisions for employee benefits:
Pursuant to the provisions of the Labor Law in force, employees whose employment contracts are terminated to qualify for severance pay are obliged to pay the legal severance pay to which they are entitled. In addition, in accordance with the provisions of the Social Security Law No. 506, dated March 6, 1981, numbered 2422, and dated August 25, 1999, numbered 4447 and the Amended Article 60 of the Social Security Law, which is still in effect, there is an obligation to pay the legal severance indemnity to those who are entitled to leave the job by receiving severance pay. Some transitional provisions related to pre-retirement service conditions were removed from the Law with the amendment of the relevant law on 23 May 2002. As of 30 June 2024, severance pay to be paid is subject to a monthly ceiling of TRY35,058.58.(31 December 2023: TRY23,489.83).
Severance pay liability is not legally subject to any funding. The severance pay provision is calculated by estimating the present value of the future probable obligation of the company arising from the retirement of its employees. IAS 19 ("Employee Benefits") requires the company's liabilities to be developed using actuarial valuation methods within the scope of defined benefit plans. Accordingly, the actuarial assumptions used in the calculation of total liabilities are as follows:
The main assumption is that the maximum liability amount for each year of service will increase in line with inflation. Therefore, the discount rate applied represents the expected real rate after adjusting for the effects of future inflation. Therefore, the provisions in the accompanying financial statements as of 30 June 2024 are calculated by estimating the present value of the future probable obligation arising from the retirement of the employees. As of 30 June 2024, the provision for severance pay is calculated using the real discount rate, which is approximately 3.67% based on annual inflation of 20.95% and discount rate of 25.39% (31 December 2023: 3.67%).
The maximum amount of TRY41,828.42 effective as of 1 July 2024 has been taken into account in calculating the severance pay provision of the company (31 December 2023: TRY35,058.58 effective as of 1 January 2024). Actuarial losses and gains are recognized in profit or loss as the effect on the financial statements is immaterial.
Movements in the provision for employment termination benefits during the period are as follows:
| 2024 | 2023 | |
|---|---|---|
| Opening balance | 799,596 | 960,806 |
| Severance pay paid | - | - |
| Service cost | 27,478 | 70,513 |
| Interest cost | 134,873 | 111,444 |
| Inflation effect | (158,558) | (158,624) |
| As of June 30 | 803,389 | 984,139 |
for the interim period 1 January – 30 June 2024
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| 30 June 2024 | 31 December 2023 | |
|---|---|---|
| Prepaid expenses for the following months | 81,031 | 93,747 |
| Total | 81,031 | 93,747 |
| b. Other fixed assets |
||
| 30 June 2024 | 31 December 2023 | |
| Deferred Value Added Tax | 176,151,042 | 246,650,649 |
| Total | 176,151,042 | 246,650,649 |
| c. Other current liabilities |
||
| 30 June 2024 | 31 December 2023 | |
| Other taxes and funds | 9,362,800 | 13,177,541 |
| Total | 9,362,800 | 13,177,541 |
The paid-in capital structure of the Company is as follows as of 30 June 2024 and 31 December 2023:
| 30 June 2024 | 31 December 2023 | |||
|---|---|---|---|---|
| Share | Capital | Share | Capital | |
| Shareholders | capital (%) | Amount (TRY) | capital (%) | Amount (TRY) |
| Kökler Yatırım Holding A.Ş. | 29.73 | 114,466,300 | 29.73 | 114,466,300 |
| Yıldız Holding A.Ş. | 22.78 | 87,719,769 | 22.78 | 87,719,769 |
| Şükran Danışmanlık ve Yönetim A.Ş. | 5.14 | 19,803,301 | 5.14 | 19,803,301 |
| İhsaniye Danışmanlık ve Yönetim A.Ş. | 5.14 | 19,803,301 | 5.14 | 19,803,301 |
| Clarastra Danışmanlık ve Yönetim A.Ş. | 5.14 | 19,803,301 | 5.14 | 19,803,301 |
| Franklin Templeton Luxembourg SA | 5.00 | 19,250,000 | 5.00 | 19,250,000 |
| Other | 27.07 | 104,154,028 | 27.07 | 104,154,028 |
| Nominal Capital | 100 | 385,000,000 | 100 | 385,000,000 |
According to data from the Central Securities Depository (MKK), 30.4% of the shares of Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş. are public as of the reporting date (31 December 2023: 30.4%). The Central Securities Depository determines the free float rate of companies and includes all shares that are 10% or below to the free float rate. Furthermore, it deducts blocked amounts to determine the final rate. The capital of the company as of 30 June 2024 consists of 385,000,000 shares. (31 December 2023: 385,000,000 shares). The nominal value of shares is TRY 1 per share (31 December 2023: TRY 1 per share).
Notes to the financial statements for the interim period 1 January – 30 June 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
As of June 30, 2024, the company has share capital adjustment differences amounting to TRY3,721,296,953, consisting of inflation accounting adjustment differences (December 31, 2023: TRY3,721,296,953). Share capital adjustment differences represent the difference between the total amount of cash and cash equivalents additions to equity adjusted for inflation accounting and the amounts before adjustment. There is no use for shre capital adjustment differences other than adding them to equity.
Share premium amounting to TRY2,450,279,403 recognized in accordance with capital increase dated 25 August 2011 (31 December 2023: TRY2,450,279,403) Share premium amounting to TRY537,477 recognized in accordance with capital increase dated May 2014.
| 30 June 2024 | 31 December 2023 | |
|---|---|---|
| Restricted reserves separated from profit | 45,579,827 | 45,579,827 |
| Total | 45,579,827 | 45,579,827 |
| 1 January - | 1 January - | 1 April - | 1 April - | |
|---|---|---|---|---|
| Revenue | 30 June 2024 | 30 June 2023 | 30 June 2024 | 30 June 2023 |
| Sale of investment | 1,724,883,126 | 8,931,421 | 551,647,135 | - |
| Dividend income | 320,049 | 552,246 | 320,049 | - |
| Total | 1,725,203,175 | 9,483,667 | 551,967,184 | - |
| 1 January - | 1 January - | 1 April - | 1 April - | |
| Cost of sales | 30 June 2024 | 30 June 2023 | 30 June 2024 | 30 June 2023 |
| Cost of sales | (1,724,883,126) | (8,931,421) | (551,647,135) | - |
| Total | (1,724,883,126) | (8,931,421) | (551,647,135) | - |
The Company sold its fund participation shares in Istanbul Portföy Yıldız Private Fund on February 19,2024 and May 16,2024 for a total of TRY1,724,883,126.
Dividend income of TRY320,049 was obtained from Kuveyt Türk Katılım Bankası A.Ş within the period.
The Company sold its fund participation shares in Istanbul Portföy Yıldız Private Fund amounting to TRY8,931,421 on March 16, 2023.
Dividend income of TRY552,246 was obtained from Flo Mağazacılık ve Paz.A.Ş. and Kuveyt Türk Katılım Bankası A.Ş within the period.
for the interim period 1 January – 30 June 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| 1 January - 30 June 2024 |
1 January - 30 June 2023 |
1 April - 30 June 2024 |
1 April - 30 June 2023 |
|
|---|---|---|---|---|
| General administrative expenses (-) | (122,762,455) | (129,127,096) | (58,034,381) | (54,740,445) |
| Total | (122,762,455) | (129,127,096) | (58,034,381) | (54,740,445) |
| 1 January - | 1 January - | 1 April - | 1 April - | |
|---|---|---|---|---|
| 30 June 2024 | 30 June 2023 | 30 June 2024 | 30 June 2023 | |
| Consultancy and audit expenses | (116,520,460) | (123,617,763) | (55,868,443) | (52,445,795) |
| Personnel salaries and expenses | (5,222,548) | (4,709,921) | (1,697,692) | (1,725,233) |
| Rent expenses | (195,270) | (246,457) | (93,801) | (120,587) |
| Taxes and other legal dues | (224,029) | (51,507) | (210,788) | (42,131) |
| Depreciation and amortization expenses |
(57,926) | (117,947) | (25,385) | (102,053) |
| Other | (542,222) | (383,501) | (138,272) | (304,646) |
| Total | (122,762,455) | (129,127,096) | (58,034,381) | (54,740,445) |
The details of other income and expenses from operating activities for the periods ending on 30 June 2024 and 2023 are as follows:
| Other operating income | 1 January - 30 June 2024 |
1 January - 30 June 2023 |
1 April - 30 June 2024 |
1 April - 30 June 2023 |
|---|---|---|---|---|
| Income from fair value increases of financial investments (Note 19)(*) |
- | - | - | - |
| Other income | 256,893 | 267,237 | 122,376 | 121,845 |
| Total | 256,893 | 267,237 | 122,376 | 121,845 |
| Other operating expenses | 1 January - 30 June 2024 |
1 January - 30 June 2023 |
1 April - 30 June 2024 |
1 April - 30 June 2023 |
|---|---|---|---|---|
| Loss from fair value decreases of financial investments (Note 19)(*) |
(1,027,066,564) | (10,443,739,014) | (591,325,396) | 2,374,443,771 |
| Commission expenses | (473,546) | (498,219) | (211,021) | (226,024) |
| Total | (1,027,540,110) | (10,444,237,233) | (591,536,417) | 2,374,217,747 |
(*) The increases/decreases in fair value of the stocks in the company's portfolio have been adjusted by the amount calculated through index effect since they lagged behind the valuation amount calculated with the index effect. See page 27.
for the interim period 1 January – 30 June 2024
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| 1 January - 30 June 2024 |
1 January - 30 June 2023 |
1 April - 30 June 2024 |
1 April - 30 June 2023 |
|
|---|---|---|---|---|
| Interest income (*) | 300,706,735 | 856,733 | 260,986,615 | 727,215 |
| Total | 300,706,735 | 856,733 | 260,986,615 | 727,215 |
| 1 January - | 1 January - | 1 April - | 1 April - | |
|---|---|---|---|---|
| 30 June 2024 | 30 June 2023 | 30 June 2024 | 30 June 2023 | |
| Interest expense | (124,593,691) | (467,379,915) | (59,217,672) | (264,226,614) |
| Foreign exchange losses | (379,943,092) | (72,462,697) | (56,434,415) | (66,822,578) |
| Total | (504,536,783) | (539,842,612) | (115,652,087) | (331,049,192) |
(*) See page 13.
| 1 January - | 1 January - | |
|---|---|---|
| 30 June 2024 | 30 June 2023 | |
| Weighted average number of common stock outstanding | 385,000,000 | 385,000,000 |
| Net loss for shareholders | (918,617,838) | (10,959,586,619) |
| Loss Per Share | (2.39) | (28.47) |
There is no pledge and mortgage. (31 December 2023: None)
As of the balance sheet date, there is a one lawsuit filed against the Company claiming receivables, and the first instance court decided to partially accept and partially reject the lawsuit, and an appeal was filed against this decision. A letter of guarantee of TRY440,000 has been submitted in connection with this file. A receivable lawsuit filed by the Company was rejected by the court of first instance, and as a result of the Company's appeal, the decision was overturned by the Court of Cassation due to incomplete examination. The case is pending in the first instance court.
| 30 June 2024 | 31 December 2023 | |||||
|---|---|---|---|---|---|---|
| TRY | TRY | |||||
| Equivalent | TRY | USD | Equivalent | TRY | USD | |
| A. CPMs given for companies in the name of its | ||||||
| own legal name | ||||||
| Collateral | 440,000 | 440,000 | - | - | - | - |
| Pledge | - | - | - | - | - | - |
| Mortgage | - | - | - | - | - | - |
| B. CPMs given on behalf of the fully consolidated | ||||||
| companies | ||||||
| Collateral | - | - | - | - | - | - |
| Pledge | - | - | - | - | - | - |
| Mortgage | - | - | - | - | - | - |
| C. CPMs given for to secure debts of the third | ||||||
| parties for the continuation of its economic | ||||||
| activities | - | - | - | - | - | - |
| D. Total amount of other CPMs | - | - | - | - | - | - |
| i) Total amount of CPMs given on behalf of the | ||||||
| majority shareholder | - | - | - | - | - | - |
| Collateral | - | - | - | - | - | - |
| Pledge | - | - | - | - | - | - |
| ii) Amount of CPMs given to on behalf of other | ||||||
| Group Companies which are not in the scope of B | ||||||
| and C | - | - | - | - | - | - |
| iii) Total amount of CPMs given on behalf of third | ||||||
| parties which are not in scope of C | - | - | - | - | - | - |
| Total | 440,000 | 440,000 | - | - | - | - |
for the interim period 1 January – 30 June 2024
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
The details of the Company's long-term financial assets as of 30 June 2024 and 31 December 2023 are as follows:
| 30 June 2024 | 31 December 2023 | |||
|---|---|---|---|---|
| Financial investments at fair value through profit or loss |
28,524,960,917 | 31,437,902,133 | ||
| Shares | 30 June 2024 | (%) | 31 December 2023 | (%) |
| Non publicly traded | 19,211,598,437 | 19,852,567,761 | ||
| Türkiye Finans Katılım Bankası A.Ş. | 2,218,028,373 | 10.57 | 2,218,028,373 | 10.57 |
| Flo Mağazacılık ve Paz. A.Ş. | 5,505,212,087 | 11.50 | 5,505,212,087 | 11.50 |
| Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. | 1,716,523,611 | 27.04 | 2,387,995,360 | 27.04 |
| Polinas Plastik Sanayii ve Tic. A.Ş. | 6,287,108,819 | 99.00 | 6,287,108,819 | 99.00 |
| Azmüsebat Çelik Sanayi ve Ticaret A.Ş. | 3,306,434,173 | 97.61 | 3,306,434,173 | 97.61 |
| Makina Takım Endüstrisi A.Ş. | 130,500,845 | 7.81 | 100,786,947 | 7.81 |
| Gözde Tech Ventures Teknoloji Yatırımları A.Ş. | 40,386,454 100.00 | 40,386,454 100.00 | ||
| Kuveyt Türk Katılım Bankası A.Ş. | 7,404,075 | < 1 |
6,615,548 | < 1 |
| Publicly traded | 9,293,649,318 | 9,992,046,904 | ||
| Şok Marketler Tic. A.Ş. | 8,852,240,634 | 23.66 | 9,448,143,251 | 23.66 |
| Makina Takım Endüstrisi A.Ş. | 113,393,004 | 6.79 | 87,574,411 | 6.79 |
| Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. | 328,015,680 | 5.17 | 456,329,242 | 5.17 |
| Total shares | 28,505,247,755 | 29,844,614,665 | ||
| Other financial assets that are not traded on the stock exchange / Fund participation share |
30 June 2024 | (%) | 31 December 2023 | (%) |
| İstanbul Portföy Yıldız Fund | ||||
| Participation Shares (*) | - | - | 1,593,287,468 | - |
| Oyster Bay Venture Capital II GmbH & Co.KG (**) | 1,504,921 | - | - | - |
| Esas PE CO- Investments Fund III L.P. (**) | 18,208,241 | - | - | - |
| Total | 19,713,162 | 1,593,287,468 | ||
| Total Financial investments at fair value through profit or loss |
28,524,960,917 | 31,437,902,133 |
(*) See page 21.
(**) Invested in foreign based Oyster Bay Venture Capital II GmbH & Co. and Esas PE CO-Investments Fund III L.P. private equity funds with a total investment of TRY19,713,162.
for the interim period 1 January - 30 June 2024
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| Financial | Financial | Purchase of | ||||||
|---|---|---|---|---|---|---|---|---|
| Capital | invesment value | invesment value | financial | Sale of financial | Net Monetary | |||
| Shares | Opening balance | increase | increase | decrease | investments | investments | Gain/(Loss) | 30 June 2024 |
| Non publicly traded | 19,852,567,761 | 788,527 | 29,713,898 | (671,471,749) | - | - | - | 19,211,598,437 |
| Türkiye Finans Katılım Bankası A.Ş. | 2,218,028,373 | - | - | - | - | - | - | 2,218,028,373 |
| Flo Mağazacılık ve Paz. A.Ş. | 5,505,212,087 | - | - | - | - | - | - | 5,505,212,087 |
| Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. | 2,387,995,360 | - | - | (671,471,749) | - | - | - | 1,716,523,611 |
| Polinas Plastik Sanayii ve Tic. A.Ş. | 6,287,108,819 | - | - | - | - | - | - | 6,287,108,819 |
| Azmüsebat Çelik Sanayi ve Ticaret A.Ş. | 3,306,434,173 | - | - | - | - | - | 3,306,434,173 | |
| Makina Takım Endüstrisi A.Ş. | 100,786,947 | - | 29,713,898 | - | - | - | - | 130,500,845 |
| Gözde Tech Ventures Teknoloji Yatırımları A.Ş. | 40,386,454 | - | - | - | - | - | - | 40,386,454 |
| Kuveyt Türk Katılım Bankası A.Ş. | 6,615,548 | 788,527 | - | - | - | - | - | 7,404,075 |
| Publicly traded | 9,992,046,904 | - | 25,818,593 | (724,216,179) | - | - | - | 9,293,649,318 |
| Şok Marketler Tic. A.Ş. | 9,448,143,251 | - | - | (595,902,617) | - | - | - | 8,852,240,634 |
| Makina Takım Endüstrisi A.Ş. | 87,574,411 | - | 25,818,593 | - | - | - | - | 113,393,004 |
| Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. | 456,329,242 | - | - | (128,313,562) | - | - | - | 328,015,680 |
| Other financial assets that are not traded on the | ||||||||
| stock exchange / Fund participation share | 1,593,287,468 | - | 313,088,873 | - | 19,713,162 | (1,724,883,126) | (181,493,215) | 19,713,162 |
| İstanbul Portföy Yıldız Fund Participation Shares | 1,593,287,468 | - | 313,088,873 | - | - | (1,724,883,126) | (181,493,215) | - |
| Oyster Bay Venture Capital II GmbH&Co.KG | - | - | - | - | 1,504,921 | - | - | 1,504,921 |
| Esas PE CO- Investments Fund III L.P. | - | - | - | - | 18,208,241 | - | - | 18,208,241 |
| Total | 31,437,902,133 | 788,527 | 368,621,364 | (1,395,687,928) | 19,713,162 | (1,724,883,126) | (181,493,215) | 28,524,960,917 |
for the interim period 1 January - 30 June 2024
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| Financial | ||||||
|---|---|---|---|---|---|---|
| invesment value | Sale of financial | Net Monetary | ||||
| Shares | Opening balance | Capital increase | decrease | investments | Gain/(Loss) | 30 June 2023 |
| Non publicly traded | 28,002,430,850 | 3,499,218 | (7,089,826,724) | - | - | 20,916,103,344 |
| Türkiye Finans Katılım Bankası A.Ş. | 2,119,260,863 | - | - | - | - | 2,119,260,863 |
| Flo Mağazacılık ve Paz. A.Ş. | 4,300,804,351 | - | - | - | - | 4,300,804,351 |
| Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. | 11,635,894,687 | - | (6,986,633,980) | - | - | 4,649,260,707 |
| Polinas Plastik Sanayii ve Tic. A.Ş. | 7,092,048,559 | - | - | - | - | 7,092,048,559 |
| Azmüsebat Çelik Sanayi ve Ticaret A.Ş. | 2,588,266,103 | - | - | - | - | 2,588,266,103 |
| Makina Takım Endüstrisi A.Ş. | 230,313,151 | - | (103,192,744) | - | - | 127,120,407 |
| Gözde Tech Ventures Teknoloji Yatırımları A.Ş. | 29,285,420 | 3,499,218 | - | - | - | 32,784,638 |
| Kuveyt Türk Katılım Bankası A.Ş. | 6,557,716 | - | - | - | - | 6,557,716 |
| Publicly traded | 10,491,884,173 | - | (1,470,252,337) | - | - | 9,021,631,836 |
| Şok Marketler Tic. A.Ş. | 8,068,225,386 | - | (45,490,534) | - | - | 8,022,734,852 |
| Makina Takım Endüstrisi A.Ş. | 200,120,543 | - | (89,664,824) | - | - | 110,455,719 |
| Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. | 2,223,538,244 | - | (1,335,096,979) | - | - | 888,441,265 |
| Other financial assets that are not traded on the | ||||||
| stock exchange / Fund participation share | 4,290,165,092 | - | (1,883,659,953) | (8,931,421) | (534,662,508) | 1,862,911,210 |
| İstanbul Portföy Yıldız Fund Participation Shares | 4,290,165,092 | - | (1,883,659,953) | (8,931,421) | (534,662,508) | 1,862,911,210 |
| Total | 42,784,480,115 | 3,499,218 | (10,443,739,014) | (8,931,421) | (534,662,508) | 31,800,646,390 |
Notes to the financial statements for the interim period 1 January - 30 June 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
The net financial debt reconciliation as of 30 June 2024 and 31 December 2023 is as follows:
| Financial liabilities | 30 June 2024 | 31 December 2023 |
|---|---|---|
| Cash and cash equivalents | 48,944 | 55,375 |
| Other receivables from related parties | 1,653,627,116 | - |
| Other payables to related parties - payable within one year | - | (3,343,202,675) |
| Other payables to related parties - payable after one year | (3,295,866,299) | (311,836,472) |
| Total | (1,642,190,239) | (3,654,983,772) |
Credit risks by types of financial instruments
| Receivables | |||||
|---|---|---|---|---|---|
| Trade receivables | Other receivables | ||||
| 30 June 2024 | Related party | Other | Related party | Other | 'Deposits in bank and repo |
| Maximum credit risk exposure as of reporting date -The part secured by the maximum guarantee, etc. |
47,880 - |
- 1,653,627,116 - - |
- 48,944 - - |
||
| A. Net book value of financial assets that are not overdue or impaired | 47,880 | - 1,653,627,116 |
- 48,944 |
||
| B. Book value of financial assets whose terms have been renegotiated and would otherwise be considered overdue or impaired. |
- | - - |
- - |
||
| C. Net book value of overdue but not impaired assets -Part secured by collateral, etc. |
- - |
- - - - |
- - - - |
||
| D. Net book value of impaired assets -Overdue (gross book value) -Impairment (-) -The part of the net worth secured by colleteral etc. -Not overdue (gross book value) -Impairment (-) -The part of the net worth secured by colleteral etc. |
- - - - - - - |
- - - - - - - - - - - - - - |
- - - - - - - - - - - - - - |
||
| E. Off-balance sheet items with credit risk | - | - - |
- - |
Credit risks by types of financial instruments
| Receivables | |||||
|---|---|---|---|---|---|
| Trade receivables | Other receivables | 'Deposits in bank | |||
| 31 December 2023 | Related party | Other | Related party | Other | and repo |
| Maximum credit risk exposure as of reporting date -The part secured by the maximum guarantee, etc. |
41,424 - |
- - - - |
- 55,375 - - |
||
| A. Net book value of financial assets that are not overdue or impaired | 41,424 | - - |
- 55,375 |
||
| B. Book value of financial assets whose terms have been renegotiated and would otherwise be considered overdue or impaired. |
- | - - |
- - |
||
| C. Net book value of overdue but not impaired assets -Part secured by collateral, etc. |
- - |
- - - - |
- - - - |
||
| D. Net book value of impaired assets -Overdue (gross book value) -Impairment (-) |
- - - |
- - - - - - |
- - - - - - |
||
| -The part of the net worth secured by colleteral etc. -Not overdue (gross book value) |
- - |
- - - - |
- - - - |
||
| -Impairment (-) -The part of the net worth secured by colleteral etc. |
- - |
- - - - |
- - - - |
||
| E. Off-balance sheet items with credit risk | - | - - |
- - |
The Company has no over due receivables as of 30 June 2024 (December 31, 2023: None).
Prudent liquidity risk management refers to holding sufficient cash, availability of sufficient credit transactions and fund resources, and the power to close market positions. The funding risk of current and prospective debt requirements is managed by maintaining the availability of sufficient number of high-quality lenders.
The table below shows the maturity distribution of the Company's non-derivative financial liabilities. Interests to be paid on liabilities in future periods are also included in the relevant maturities in the table below.
| Total cash outflows pursuant |
less than 3 | ||||
|---|---|---|---|---|---|
| 30 June 2024 | Book value | to the contract | months | 3-12 months | 1-5 years |
| Trade payables | 129,205,708 | 129,205,708 | 391,944 | 128,813,764 | - |
| Other payables (*) | 3,366,157,269 | 3,295,866,299 | - | - | 3,295,866,299 |
| Total | 3,495,362,977 | 3,425,072,007 | 391,944 | 128,813,764 | 3,295,866,299 |
| 31 December 2023 | Book value | Total cash outflows pursuant to the contract |
less than 3 months |
3-12 months | 1-5 years |
|---|---|---|---|---|---|
| Trade payables | 177,753,095 | 177,753,095 | 438,300 | 177,314,795 | - |
| Other payables(*) | 3,655,039,147 | 3,655,039,147 | - | 3,343,202,675 | 311,836,472 |
| Total | 3,832,792,242 | 3,832,792,242 | 438,300 | 3,520,517,470 | 311,836,472 |
(*) See page 13, page 15.
Notes to the financial statements for the interim period 1 January – 30 June 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
Transactions in foreign currencies cause exchange rate risk.Currency risk is managed by balancing foreign currency assets and liabilities. In the valuation of the foreign currency balances in the statement of Financial position, the central bank of the Republic of Turkey buying rates for the assets n and the central bank of the Republic of Turkey selling rates for the liabilities are used on the date of the statement of financial position.
The distribution of the Company's foreign currency monetary and non-monetary assets and monetary and nonmonetary liabilities as of the date of the statement of financial position is as follows:
| 30 June 2024 | |||
|---|---|---|---|
| TRY | |||
| Currency risk management | Equivalent | USD | EUR |
| 1. Trade receivables | - | - | - |
| 2a. Monetary financial assets | - | - | - |
| 2b. Non-monetary financial assets | - | - | - |
| 3. Other | - | - | - |
| 4. Current Assets (1+2+3) | - | - | - |
| 5. Trade receivables | - | - | - |
| 6a. Monetary financial assets | - | - | - |
| 6b. Non-monetary financial assets | - | - | - |
| 7. Other | - | - | - |
| 8. Non-Current Assets(5+6+7) | - | - | - |
| 9. Total Assets (4+8) | - | - | - |
| 10. Trade payables | 18,370 | - | 522 |
| 11. Financial liabilities | - | - | - |
| 12a. Other monetary liabilities (*) | 3,295,866,299 | 100,223,087 | - |
| 12b. Other non-monetary liabilities | - | - | - |
| 13. Current Liabilities(10+11+12) | 3,295,884,669 | 100,223,087 | 522 |
| 14. Trade payables | - | - | - |
| 15. Financial liabilities | - | - | - |
| 16a. Other monetary liabilities | - | - | - |
| 16b. Other non-monetary liabilities | - | - | - |
| 17. Non-Current Liabilities (14+15+16) | - | - | - |
| 18. Total Liabilities (13+17) | 3,295,884,669 | 100,223,087 | 522 |
| 19. Net foreign currency asset/(liability) position(9-18) | (3,295,884,669) | (100,223,087) | (522) |
| 20. Monetary items net foreign currency | |||
| asset/(liability) position (1+2a+3+5+6a-10-11-12a-14- | |||
| 15-16a) | (3,295,884,669) | (100,223,087) | (522) |
(*) See page 13.
| 31 December 2023 | |||
|---|---|---|---|
| TRY | |||
| Currency risk management | Equivalent | USD | EUR |
| 1. Trade receivables | - | - | - |
| 2a. Monetary financial assets | - | - | - |
| 2b. Non-monetary financial assets | - | - | - |
| 3. Other | - | - | - |
| 4. Current Assets (1+2+3) | - | - | - |
| 5. Trade receivables | - | - | - |
| 6a. Monetary financial assets | - | - | - |
| 6b. Non-monetary financial assets | - | - | - |
| 7. Other | - | - | - |
| 8. Non-Current Assets(5+6+7) 9. Total Assets (4+8) |
- - |
- - |
- - |
| 10. Trade payables | 63,499 | - | 1,946 |
| 11. Financial liabilities | - | - | - |
| 12a. Other monetary liabilities (*) | 222,798,024 | 6,478,364 | 972,728 |
| 12b. Other non-monetary liabilities | |||
| 13. Current Liabilities(10+11+12) | 222,861,523 | 6,478,364 | 974,674 |
| 14. Trade payables | - | - | - |
| 15. Financial liabilities | - | - | - |
| 16a. Other monetary liabilities | - | - | - |
| 16b. Other non-monetary liabilities | - | - | - |
| 17. Non-Current Liabilities (14+15+16) | - | - | - |
| 18. Total Liabilities (13+17) | 222,861,523 | 6,478,364 | 974,674 |
| 19. Net foreign currency asset/(liability) position(9-18) | (222,861,523) | (6,478,364) | (974,674) |
| 20. Monetary items net foreign currency | |||
| asset/(liability) position (1+2a+3+5+6a-10-11-12a-14- | |||
| 15-16a) | (222,861,523) | (6,478,364) | (974,674) |
The Company is exposed to currency risk mainly in US Dollar and Euro.
The table below shows the sensitivity of the Company to 10% increase or decrease in USD and Euro exchange rates, assuming that all other variables remain constant.The 10% rate is the rate used when reporting the exchange rate risk within the Company to the senior managers, and the said rate expresses the possible change expected by the management in the exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items at year-end and shows the effects of 10% change in foreign currency exchange rates at the end of the year. This analysis includes external loans, borrowers and borrowers outside the functional currency.
| Profit / (Loss) | |||
|---|---|---|---|
| Appreciation of foreign currency |
Depreciation of foreign currency |
||
| In case of 10% appreciation of USD against TRY: 1- USD net asset/liability (*) 2- Amount hedged for the USD risk (-) |
(329,586,630) - |
329,586,630 - |
|
| 3- USD net effect (1+2) | (329,586,630) | 329,586,630 | |
| In case of 10% appreciation of EUR against TRY: | |||
| 4- EUR net asset/liability 5- Amount hedged for the EUR risk (-) |
(1,837) - |
1,837 - |
|
| 6- EUR net effect (4+5) | (1,837) | 1,837 | |
| Total | (329,588,467) | 329,588,467 |
| Profit / (Loss) | ||||
|---|---|---|---|---|
| Appreciation of | Depreciation of | |||
| foreign currency | foreign currency | |||
| In case of 10% appreciation of USD against TRY: | ||||
| 1- USD net asset/liability (*) | (19,105,537) | 19,105,537 | ||
| 2- Amount hedged for the USD risk (-) | - | - | ||
| 3- USD net effect (1+2) | (19,105,537) | 19,105,537 | ||
| In case of 10% appreciation of EUR against TRY: | ||||
| 4- EUR net asset/liability | (3,180,615) | 3,180,615 | ||
| 5- Amount hedged for the EUR risk (-) | - | - | ||
| 6- EUR net effect (4+5) | (3,180,615) | 3,180,615 | ||
| Total | (22,286,152) | 22,286,152 |
(*) See page 13.
Notes to the financial statements for the interim period 1 January – 30 June 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
The Company's borrowing at fixed and variable interest rates exposes the Company to interest rate risk. The said risk is managed by the Company by making an appropriate distribution between fixed and variable rate debts through interest rate swap agreements. Hedging strategies are evaluated regularly to ensure that they are consistent with the interest rate expectation and defined risk. It is aimed to establish such an optimal hedging strategy, both to review the position of the balance sheet and to keep interest expenditures under control at different interest rates.
Sensitivity analyzes are determined according to the interest rate risk exposed at the reporting date and the anticipated interest rate change at the beginning of the financial year and are kept constant throughout the reporting period.
The interest position table is as follows:
| Fixed interest rate financial instruments | 30 June 2024 | 31 December 2023 | |
|---|---|---|---|
| Other payables to related parties (*) | 3,295,866,299 | 3,655,039,147 |
(*) See page 13, page 15.
The fair value of financial assets and liabilities is determined as follows:
The discounted cash flow method considers the expected cash flows discounted from the risk adjusted discount rate to the present value of the payment. Expected income forecast earnings before interest depreciation tax ("EBITDA") scenarios are determined by taking into account the probability of cash flow to be provided under each scenario.
for the interim period 1 January - 30 June 2024
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
The sensitivity analysis of financial investments valued with the "Level 2" method is as follows:
| 30 June 2024 | 31 December 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Terminal | Terminal | |||||||||
| Discount | Growth | Discount | Growth | |||||||
| Rate 1% | Discount Rate | Rate 1% | Discount Rate | |||||||
| Change | 1% Change | Change | 1% Change | |||||||
| Terminal | Effect +- | Effect +- | Terminal | Effect +- | Effect +- | |||||
| Discount | Growth | (Milllion | (Million | Discount | Growth | (Milllion | (Million | |||
| Currency | Rate (%) | Rate (%) | TRY) | TRY) | Currency | Rate (%) | Rate (%) | TRY) | TRY) | |
| Flo Mağazacılık ve Paz. A.Ş. | TRY | 35,1 - 24,0 | 10.7 | (414)/484 | 282/(242) | TRY | 35,1 - 24,0 | 10.7 | (414)/484 | 282/(242) |
| Polinas Plastik Sanayii ve Tic. A.Ş.(*) | TRY | 36,1 - 25,0 | 10.7 | (332)/384 | 255/(222) | TRY | 36,1 - 25,0 | 10.7 | (332)/384 | 255/(222) |
| Azmüsebat Çelik Sanayi ve Ticaret | TRY | 37,0 - 25,4 | 10.7 | (195)/224 | 143/(124) | TRY | 37,0 - 25,4 | 10.7 | (195)/224 | 143/(124) |
The business plans included in the valuation reports of portfolio companies that are not listed on the stock exchange are followed up every quarter by the Company management, and new valuation reports are prepared by independent valuation companies at the end of the year.
The sensitivity analysis of the variables used in the valuation of financial investments is calculated based on the Company's shareholding rate in the relevant financial investment.
(*) Polinas Plastik Sanayii ve Tic. A.Ş.'s consolidated value includes the valuations of its subsidiaries, and the data in the sensitivity analysis relates to Polinas Plastik Sanayii ve Tic.A.Ş. which is valued with Level 2 method.
for the interim period 1 January - 30 June 2024
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| Fair value | ||||
|---|---|---|---|---|
| Financial Assets | 30 June 2024 | 31 December 2023 | level | Valuation method |
| Non publicly traded | 19,211,598,437 | 19,852,567,761 | ||
| Türkiye Finans Katılım Bankası A.Ş. | 2,218,028,373 | 2,218,028,373 | 2 | Market Approach, Comparable Banks and Transactions |
| Flo Mağazacılık ve Paz. A.Ş. | 5,505,212,087 | 5,505,212,087 | 2 | DCF |
| Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. | 1,716,523,611 | 2,387,995,360 | 1 | Market Price |
| Polinas Plastik Sanayii ve Tic. A.Ş. | 6,287,108,819 | 6,287,108,819 | 2 | DCF |
| Azmüsebat Çelik Sanayi ve Ticaret A.Ş. | 3,306,434,173 | 3,306,434,173 | 2 | DCF |
| Makina Takım Endüstrisi A.Ş. | 130,500,845 | 100,786,947 | 1 | Market Price |
| Gözde Tech Ventures Teknoloji Yatırımları A.Ş. | 40,386,454 | 40,386,454 | 3 | Book Value |
| Kuveyt Türk Katılım Bankası A.Ş. | 7,404,075 | 6,615,548 | 2 | Market Approach, Comparable Banks and Transactions |
| Publicly traded | 9,293,649,318 | 9,992,046,904 | ||
| Şok Marketler Tic. A.Ş. | 8,852,240,634 | 9,448,143,251 | 1 | Market Price |
| Makina Takım Endüstrisi A.Ş. | 113,393,004 | 87,574,411 | 1 | Market Price |
| Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. | 328,015,680 | 456,329,242 | 1 | Market Price |
| Other financial assets that are not traded on the | ||||
| stock exchange / Fund participation share | 19,713,162 | 1,593,287,468 | ||
| İstanbul Portföy Yıldız Fund Participation Shares (*) | - | 1,593,287,468 | 1 | Market Price |
| Oyster Bay Venture Capital II GmbH&Co.KG (**) | 1,504,921 | - | 3 | Cost Price |
| Esas PE CO- Investments Fund III L.P.(**) | 18,208,241 | - | 3 | Cost Price |
| Total | 28,524,960,917 | 31,437,902,133 |
(*) See page 22.
(**) See page 26.
for the interim period 1 January - 30 June 2024
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| Financial assets at | Financial liabilities | ||||
|---|---|---|---|---|---|
| 30 June 2024 | Assets presented at amortized cost |
fair value through profit/(loss) |
presented at amortized cost |
Book value | Note |
| Financial Assets | |||||
| Cash and cash equivalents | 48,944 | - | - | 48,944 | 5 |
| Other receivables | - | - | 1,653,627,116 | 1,653,627,116 | 6,8 |
| - Other receivables from related parties | - | - | 1,653,627,116 | 1,653,627,116 | 6,8 |
| Assets at fair value through profit or loss | - | 28,524,960,917 | - | 28,524,960,917 | 1 9 |
| Financial Liabilities | |||||
| Trade payables | - | - | 129,205,708 | 129,205,708 | 7 |
| - Trade payables to related parties | - | - | 128,823,069 | 128,823,069 | 6,7 |
| - Trade payables to non-related parties | - | - | 382,639 | 382,639 | 7 |
| Other payables | - | - | 3,295,866,299 | 3,295,866,299 | 6 |
| - Other payables to related parties | - | - | 3,295,866,299 | 3,295,866,299 | 6 |
| Financial assets at | Financial liabilities | ||||
|---|---|---|---|---|---|
| Assets presented at | fair value through | presented at amortized | |||
| 31 December 2023 | amortized cost | profit/(loss) | cost | Book value | Note |
| Financial Assets | |||||
| Cash and cash equivalents | 55,375 | - | - | 55,375 | 5 |
| Assets at fair value through profit or loss | - | 31,437,902,133 | - | 31,437,902,133 | 1 9 |
| Finansal Yükümlülükler | |||||
| Trade payables | - | - | 177,753,095 | 177,753,095 | 7 |
| - Trade payables to related parties | - | - | 177,427,294 | 177,427,294 | 6,7 |
| - Trade payables to non-related parties | - | - | 325,801 | 325,801 | 7 |
| Other payables | - | - | 3,655,039,147 | 3,655,039,147 | 6 |
| - Other payables to related parties | - | - | 3,655,039,147 | 3,655,039,147 | 6 |
Notes to the financial statements for the interim period 1 January – 30 June 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
None.
The information given in the additional footnote regarding the control of compliance with the portfolio limitations, financial debt and total expense limit is in the nature of summary information derived from the financial statements in accordance with the "Communiqué on Financial Reporting in the Capital Markets" and has been prepared within the framework of the provisions of the "Communiqué on Principles Regarding Venture Capital Investment Companies" numbered III-48.3 published in the Official Gazette dated October 9, 2013 and numbered 28790, regarding the control of compliance with portfolio limitations, financial debt and total expense limit.
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| ADDITIONAL NOTE: PORTFOLIO LIMITATIONS, FINANCIAL DEBT AND TOTAL EXPENSE AMOUNTS | ||||
|---|---|---|---|---|
| Solo Financial Statement Main Account Items | Relevant Regulation in the Communiqué |
Current Period (TRY) 30.06.2024 |
Previous Period (TRY) 31.12.2023 |
|
| A | Money and Capital Market Instruments | Art.2 0/1 – (b) |
441,457,628 | 2,137,246,496 |
| B | Venture Capital Investments(*) | Art.2 0/1 – (a) |
28,007,292,342 | 29,263,877,445 |
| C | Subsidiaries in Portfolio Management Company and Consulting Company | Art.2 0/1 – (d) and (e ) |
- | - |
| D | Other Assets | - | - | |
| E | Total Assets | Art.3/1-(a) | 30,355,057,598 | 31,684,941,922 |
| F | Financial Liabilities | Art.29 | 3,295,866,299 | 3,655,039,147 |
| G | Provisions, Contingent Assets and Liabilities (Pledging, Collateral and Mortgages) | Art.2 0/2 – (a) |
440,000 | - |
| H | Shareholders Equity | 26,918,693,641 | 27,837,311,479 | |
| I | Other Liabilities | - | - | |
| E | Total Liabilities | Art.3/1-(a) | 30,355,057,598 | 31,684,941,922 |
(*) At the CMB meeting dated 26.12.2019 and numbered 76/1680, it was resolved that all shares of venture capital investment trusts that remain in the portfolio of the venture capital investment trusts as a result of the public offering of the venture capital companies in the portfolio of the venture capital investment trusts (excluding the shares acquired after the shares of the publicly traded venture capital company started to be traded on the stock exchange) shall be accepted as venture capital investment within the scope of Article 21 of the Communiqué and within this framework, it was decided that these will not to take into account in the calculations regarding the portfolio limitations set out in subparagraphs (c) and (f) of the first paragraph of Article 22 of the Communiqué, and the Resolution on the Principle was published in the CMB Bulletin No. 2019/71 of the same date. Within this framework, Şok Marketler Tic. A.Ş. shares and Penta Teknoloji Ürünleri Dağıtım ve Tic. A.Ş., except for the shares acquired within the framework of price stabilization transactions, are shown as venture capital investment in the calculations regarding portfolio limitations.
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| Solo Financial Statement Other Account Items | Relevant Regulation in the Communiqué |
Current Period (TRY) 30.06.2024 |
Previous Period (TRY) 31.12.2023 |
|
|---|---|---|---|---|
| A1 | Investment in Capital Market Instruments and Transactions 1. Makina Takım Endüstrisi A.Ş. 2. İstanbul Portföy Yıldız Fund Participation Shares 3. Penta Teknoloji Ürün.Dağ.Tic.A.Ş. |
Art.2 0/1 – (b) |
441,408,684 | 2,137,191,121 |
| A2 | TRY and Foreign Currency Time-Demand Deposits / Special Current-Participation Account | Art.2 0/1 – (b) |
48,944 | 55,375 |
| B1 | Collective Investment Institution Established Abroad | Art.2 1/3 – ( c ) |
- | - |
| B1-1 | Companies Residing Abroad and Not Listed On The Stock Exchange and With A Potential For | Art.2 1/3 – ( c ) |
56,546,729 | 36,833,567 |
| B2 | Debt and Capital Financing | Art.2 1/3 – (f) |
- | - |
| B3 | Non-Exchange Shares of Publicly Traded Venture Companies | Art.2 1/3 – ( e ) |
130,500,845 | 100,786,947 |
| B4 | Special Purpose Company | Art.2 1/3 – (g) |
- | - |
| C1 | Participation in Portfolio Management Company | Art.2 0/1 – ( e) |
- | - |
| C2 | Participation in the Consulting Company | Art.2 0/1 – (d) |
- | - |
| F1 | Short-Term Loans | Art.29/1 | - | - |
| F2 | Long-Term Loans | Art.29/1 | - | - |
| F3 | Short-Term Borrowing Instruments | Art.29/1 | - | - |
| F4 | Long-Term Borrowing Instruments | Art.29/1 | - | - |
| F5 | Other Short Term Financial Liabilities | Art.29/1 | - | 3,343,202,675 |
| F6 | Other Long Term Financial Debts | Art.29/1 | 3,295,866,299 | 311,836,472 |
| G1 | Pledges | Art.2 0/2 – (a) |
- | - |
| G2 | Guarantees | Art.2 0/2 – (a) |
440,000 | - |
| G3 | Mortgages | Art.2 0/2 – (a) |
- | - |
| I | Outsourced Expenses | Art.26/1 | 116,520,460 | 123,617,763 |
(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of June 30, 2024, based on purchasing power)
| PORTFÖY SINIRLAMALARI, FİNANSAL BORÇ ve TOPLAM GİDER SINIRI KONTROL TABLOSU: |
||||||
|---|---|---|---|---|---|---|
| PAYLARINI HALKA ARZ EDEN ORTAKLIKLAR İÇİN | ||||||
| Portföy Sınırlamaları | Relevant Regulation in the Communiqué |
Formula | Current Period 30.06.2024 |
Previous Period 31.12.2023 |
Minimum/ Maximum Ratio |
|
| 1 | Money and capital market instruments | Art.2 2/1 – (b) |
A/E | 1.45% | 6.75% | ≤ %4 9 |
| 2 | Capital market instruments | Art.2 2/1 – ( c) |
≤ %1 0 |
|||
| 1. Makina Takım Endüstrisi A.Ş. | A1/E | 0.37% | 0.28% | |||
| 2. İstanbul Portföy Yıldız Fund Participation Shares | A1/E | 0.00% | 5.03% | |||
| 3.Penta Teknoloji Ürün.Dağ.Tic.A.Ş. | A1/E | 1.08% | 1.44% | |||
| 3 | Venture capital investments(*) | Art.2 2/1 – (b) |
B/E | 92.27% | 92.36% | ≥ %5 1 |
| 4 | Subsidiaries in the portfolio management company and consulting company | Art.2 2/1 – (ç) |
C/E | - | - | ≤ %1 0 |
| 5 | Collective investment institution established abroad | Art.22/1-( e) | B1/E | - | - | ≤ %4 9 |
| Companies Residing Abroad and Not Listed On The Stock Exchange and With A Potential For Development (**) |
B1-1/E | 0.19% | 0.12% | ≤ %1 0 |
||
| 6 | Debt and capital financing | Art.22/1-(h) | B2/E | - | - | ≤ %2 5 |
| 7 | Non-exchange shares of publicly traded venture companies | Art.22/1-(f) | B3/E | 0.43% | 0.32% | ≤ %2 5 |
| 8 | TRY and foreign currency time-demand deposits / special current-participation account | Art.2 2/1-(ı) |
A2/E | 0.00% | 0.00% | ≤ %2 0 |
| 9 | Nominal value of short-term financial liabilities and debt instruments | Art.29 | (F1+F3+F5)/H | 0.00% | 12.01% | ≤ %5 0 |
| 1 0 |
Nominal value of long-term financial liabilities and debt instruments | Art.29 | (F2+F4+F6)/H | 12.24% | 1.12% | ≤ %200 |
| 1 1 |
Pledge, collateral and mortgages | Art.2 2/1 – (d) |
(G1+G2+G3)/E | 0.00% | - | ≤ %1 0 |
| 1 2 |
Outsourced Expenses | Art.26/1 | I/E | 0.38% | 0.39% | ≤ %2,5 |
(**) Within the scope of Article 20 of the Communiqué on Principles Regarding Venture Capital Investment Trusts numbered III-48.3, venture capital investment trusts can only invest in companies residing abroad and not listed on the stock exchange and with a potential for development, up to a maximum of 10% of their total assets, within the scope of assets other than venture capital investments and not included in venture capital investment restrictions. The investments made by the Company to Oyster Bay Venture Capital II GmbH & Co. KG. and Esas PE CO-Investments Fund III L.P. and the investments made by Gözde Tech Ventures Teknoloji Yatırımları A.Ş. to Ember Technologies Inc. and Paragon Flavors, Inc is listed as an investment other than venture capital investments within the scope of the above-mentioned provision.
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