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8945_rns_2024-05-10_634aa435-4b70-4c24-9526-4667cfdca322.pdf

Quarterly Report

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SUMMARY FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY – 31 MARCH, 2024

(Originally issued in Turkish)

CONTENTS PAGE(S)

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 11
NOTE 4 SEGMENT REPORTING 11
NOTE 5 CASH AND CASH EQUIVALENTS 11
NOTE 6 BALANCES AND TRANSACTIONS WITH RELATED PARTIES 12-17
NOTE 7 TRADE RECEIVABLES AND PAYABLES 17
NOTE 8 OTHER PAYABLES AND RECEIVABLES 17
NOTE 9 TANGIBLE ASSETS 18
NOTE 10 EMPLOYEE BENEFITS 19
NOTE 11 OTHER ASSETS AND LIABILITIES 20
NOTE 12 SHAREHOLDERS' EQUITY 20-21
NOTE 13 REVENUE AND COST OF SALES 22
NOTE 14 GENERAL ADMINISTRATIVE EXPENSES 22
NOTE 15 OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES 23
NOTE 16 FINANCIAL INCOME AND EXPENSES 23
NOTE 17 EARNINGS / (LOSS) PER SHARE 24
NOTE 18 PROVISIONS, CONTINGENT ASSETS AND LIABILITIES ………………………… 24
NOTE 19 FINANCIAL INSTRUMENTS 25-29
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

Balance sheets

at 31 March 2024 and 31 December 2023

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

Unaudited Audited
Current Period Previous Period
31 March 31 December
Notes 2024 2023
ASSETS
Current assets:
Cash and cash equivalents 5 46,929 51,081
Trade receivables 89,580 38,213
- Trade receivables from related parties 6,7 89,580 38,213
Other receivables 989,157,781 -
- Other receivables from related parties 6,8 989,157,781 -
Other current assets 1
1
60,590 86,480
Total Current Assets 989,354,880 175,774
Non-Current Assets:
Financial investments 1
9
27,352,677,966 29,000,447,756
Tangible assets 9 153,182 183,196
Other non-current assets 1
1
201,810,576 227,527,245
Total Non-Current Assets 27,554,641,724 29,228,158,197
Total Assets 28,543,996,604 29,228,333,971

The accompanying notes form an integral part of the financial statements.

Balance sheets

at 31 March 2024 and 31 December 2023

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

Unaudited Audited
Current Period Previous Period
Notes 31 March 31 December
2024 2023
LIABILITIES
Current Liabilities
Current portion of long-term financial liabilities 135,225,892 163,971,481
Trade payables 6,7 134,963,506 163,670,939
- Trade payables to related parties 7 262,386 300,542
- Trade payables to non-related parties 1
0
379,131 184,415
Payables related to employee benefits - 3,083,996,321
Other payables 6,8 - 3,083,996,321
Short-term provisions 816,133 609,889
- Short-term provisions for employee benefits 1
0
816,133 609,889
Other short-term liabilities 1
1
9,854,655 12,155,855
Total Current Liabilities 146,275,811 3,260,917,961
Non-Current Liabilities:
Other payables
8 3,255,379,274 287,659,058
- Other payables to related parties 6.8 3,255,379,274 287,659,058
Long-term provisions 657,091 737,602
- Long-term provisions for employment benefits 1
0
657,091 737,602
Total Non-Current Liabilities 3,256,036,365 288,396,660
Total Liabilities 3,402,312,176 3,549,314,621
Shareholders' Equity
Paid-in capital 1
2
385,000,000 385,000,000
Share Capital Adjustment Differences 3,402,926,108 3,402,926,108
Share premiums 1
2
2,260,799,292 2,260,799,292
Restricted reserves 1
2
42,045,916 42,045,916
Retained earnings 19,588,248,034 29,720,584,807
Net loss for the period (537,334,922) (10,132,336,773)
Total Equity 25,141,684,428 25,679,019,350
Total Liabilities 28,543,996,604 29,228,333,971

The accompanying notes form an integral part of the financial statements.

Statements of profit or loss

for the period 1 January – 31 March 2024 and 2023

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

Unaudited Current Unaudited Previous
Period Period
1 January 1 January
31 March 31 March
Notes 2024 2023
Revenue 1
3
1,082,272,250 8,748,376
Cost of sales (-) 1
3
(1,082,272,250) (8,238,947)
Gross profit - 509,429
General administrative expenses (-) 1
4
(59,709,554) (68,619,279)
Other operating income 1
5
124,088 134,119
Other operating expenses (-) 1
5
(402,199,303) (11,824,610,064)
Operating Loss (461,784,769) (11,892,585,795)
Financial income 1
6
36,640,526 119,476
Financial expenses (-) 1
6
(358,733,552) (192,605,176)
Net Monetary Gain 246,542,873 20,868,362
Loss Before Tax (537,334,922) (12,064,203,133)
Tax Expense For The Period - -
-Current tax expense (-) - -
Net loss for the period (537,334,922) (12,064,203,133)
Other comprehensive income - -
Total Comprehensive Expense (537,334,922) (12,064,203,133)
Loss Per Share 1
7
(1.40) (31.34)

The accompanying notes form an integral part of the financial statements

Statements of changes in shareholders' equity

for the period 1 January – 31 March 2024 and 2023

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

Accumulated profit
Share capital
adjustment Share Restricted Net income/ Retained
Paid in capital differences premiums reserves (loss) earnings Total Equity
1 January 2023 balances as of date 385,000,000 3,402,926,108 2,260,799,292 42,045,916 250,913,015 29,469,671,792 35,811,356,123
Transfers - - - - (250,913,015) 250,913,015 -
Total comprehensive expense - - - - (12,064,203,133) - (12,064,203,133)
31 March 2023 balances as of date 385,000,000 3,402,926,108 2,260,799,292 42,045,916 (12,064,203,133) 29,720,584,807 23,747,152,990
1 January 2024 balances as of date 385,000,000 3,402,926,108 2,260,799,292 42,045,916 (10,132,336,773) 29,720,584,807 25,679,019,350
Transfers - - - - 10,132,336,773 (10,132,336,773) -
Total comprehensive expense - - - - (537,334,922) - (537,334,922)
31 March 2024 balances as of date 385,000,000 3,402,926,108 2,260,799,292 42,045,916 (537,334,922) 19,588,248,034 25,141,684,428

The accompanying notes form an integral part of the financial statements.

Statements of cash flows

for the period 1 January – 31 March 2024 and 2023

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

Unaudited
Current Period
Unaudited
Previous Period
Note 31 March 2024 31 March 2023
A. CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period (537,334,922) (12,064,203,133)
Adjustments to reconciliation of net profit for the period 3,052,290,813 12,408,847,516
-Amortisman ve itfa payları 9 30,014 48,090
-Çalışanlara sağlanan faydalara ilişkin karşılıklar 10 (125,526) 117,174
-Interest income 16 (36,640,526) (119,476)
-Dividend income 13 - (509,429)
-Interest expense 16 60,307,262 187,402,349
-Net fair value (gains)/losses of financial assets 15 2,730,042,040 12,216,731,079
-Adjustments for unrealized foreign currency exchange differences 16 298,426,290 5,202,827
-Adjustments related to monetary (gains) 251,260 (25,098)
Changes in working capital
-Changes in liabilities under employee benefits 10 194,716 848,472
-Changes in other receivables from related parties 6,8 (989,157,781) (8,199,051)
-(Decrease)/Increase in trade payables to non-related parties 7 (38,156) (561,999)
-Increase in trade payables to related parties 6 (28,707,433) (19,387,409)
- Increase in other short-term liabilities 11 (2,301,200) 819,813
-Other increase/(decrease) in working capital 25,691,192 5,270,140
Cash flows from operating activities 1,520,637,229 323,434,349
B. CASH FLOWS FROM INVESTING ACTIVITIES
-Dividend income 13 - 509,429
-Interest income 16 36,640,526 119,476
-Cash inflow and outflow due to share sale/purchase of affiliates and/or business 19 (1,082,272,250) 8,238,947
-Cash outflows from the purchase of tangible and intangible assets 9 - (27,226)
Cash flows from investing activities (1,045,631,724) 8,840,626
C. CASH FLOWS FROM FINANCING ACTIVITIES
-Decrease in other payables to related parties 19 (116,276,105) (139,669,800)
-Interest paid 16 (358,733,552) (192,605,176)
Cash flows from financing activities (475,009,657) (332,274,976)
Net increase/(decrease) in cash and cash equivalents before the effect of
currency exchange differences (A+B+C) (4,152) -
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)
E. CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
(4,152) -
PERIOD 51,081 -
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
(A+B+C+D+E) 46,929 -

The accompanying notes form an integral part of the financial statements.

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

1. ORGANIZATION AND OPERATIONS OF THE COMPANY

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.

31 March 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 3,402,926,108 3,402,926,108

As of 31 March 2024 and 31 December 2023, the shareholders and partnership shares of the Company are as follows:

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

1. ORGANIZATION AND OPERATIONS OF THE COMPANY (Continued)

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 31 March 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 31 March 2024, the total number of personnel of the Company is 4 people. (31 December 2023: 4 people).

Approval of Financial Statements

The financial statements have been approved by the Board of Directors and authorized to be published on 10 May 2024.

Dividends Payable

.

As of the publication date of the financial statements, there is no dividend decision taken by the General Assembly.

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS

2.1. Basis of Presentation

Statement of Compliance with TAS

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 historical cost basis, except for the revaluation of financial instruments at fair value.The determination of 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.

Notes to the financial statements for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1. Basis of Presentation (Continued)

Functional and Presentation Currency

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.

Disclosure on Financial Investments

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

Checking the compliance with the portfolio restrictions and the limit of financial liability and total expenses

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.

Comparative Information and Adjustment of Prior Period Financial Statements

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 31 March 2024, the Company does not have any classification.

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.2. New and revised standards and interpretations

The accounting policies used in the preparation of the financial statements for the accounting period ending as of 31 March 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 2023, 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.

a) Standards, amendments, and interpretations applicable as of 31 March 2024:

  • 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.
  • 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.
  • 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 sustainability-related 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 31 March 2024:
    • IFRS 17, 'Insurance Contracts', is effective for annual reporting periods beginning on or after January 1, 2023. This standard replaces IFRS 4, which currently allows for a variety of practices. IFRS 17 will fundamentally change the accounting for insurance contracts and investment contracts with discretionary participation features for all entities.
    • 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.

Notes to the financial statements for the period 1 January – 31 March 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.2. New and revised standards and interpretations (continued)

Financial Reporting in economies with high inflation

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 March 31, 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.

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 March 31, 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
31 March 2024 2,139.47 1.00000 211%
31 December 2023 1,859.38 1.15063 268%
31 March 2023 1,269.75 1.68495 152%

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.

Notes to the financial statements for the period 1 January – 31 March 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.3. Summary of Significant Accounting Policies

The financial statements for the period ending on 31 March 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 31 March 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.

3. MERGERS

None (31 December 2023 : None).

4. SEGMENT REPORTING

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.

5. CASH AND CASH EQUIVALENTS

31 March 2024 31 December 2023
Demand deposits 46,929 51,081
Total 46,929 51,081

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

6. RELATED PARTY DISCLOSURES

a) Balances with Related Parties

31 March 2024 Receivables
Short-term
Payables
Balance with Related Parties Short-term Long-term
Trade Non-trade Trade Non-trade
Azmüsebat Çelik San. ve Tic. A.Ş. 15,960 - - -
Yıldız Holding A.Ş.(*) - 989,157,781 - 3,255,379,274
Polinas Plastik Sanayii ve Tic.A.Ş. 36,810 - - -
Sağlam İnş.Taah.Tic.A.Ş. - - 1,046 -
Franklin Templeton Danışmanlık Hizmetleri A.Ş.(**) - - 134,845,817 -
İzsal Bilgi Sistemleri ve Gayrimenkul Geliştirme A.Ş. - - 116,643 -
Gözde Tech Ventures Teknoloji Yatırımları A.Ş. 36,810 - - -
Total 89,580 989,157,781 134,963,506 3,255,379,274

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%-50.09% 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.

Notes to the financial statements for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

6. RELATED PARTY DISCLOSURES (Continued)

a) Balances with Related Parties (Continued)

(**) 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.

  • Advising the Board of Directors: Maintaining a specialized team dedicated to Gözde Girişim Sermayesi for the purpose of increasing the net asset value of the Company,
  • Advising portfolio companies: Providing consulting services to portfolio companies for improvements in the operational context,
  • Improving corporate governance: Creating strategies to improve corporate governance in portfolio companies.
  • Finding investments in line with the Company's strategy: Identifying and evaluating potential non-public investment opportunities,
  • Building better communication to create value: Strengthening communication strategies with investors and banks and other potential stakeholders to create value,
  • Determining exit strategies: Providing the Company with exit strategies for existing investments and guiding and/or advising on sales processes,
  • Providing consultancy services in the preparation of the Company's annual budget and long-term business plan,
  • Sharing information about market developments with the Company's Board of Directors.

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 31 March 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.

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

6. RELATED PARTY DISCLOSURES (Continued)

a) Balances with Related Parties (Continued)

31 December 2023 Receivables Payables
Short-term Short-term Long-term
Balance with Related Parties Trade Trade Non-trade Non-trade
Azmüsebat Çelik San. ve Tic. A.Ş. 12,738 - - -
Yıldız Holding A.Ş.(*) - - 3,083,996,321 287,659,058
Polinas Plastik Sanayii ve Tic.A.Ş. 12,738 - - -
Sağlam İnş.Taah.Tic.A.Ş. - 12,815 - -
Franklin Templeton Danışmanlık Hizmetleri A.Ş.(**) - 163,567,162 - -
İzsal Bilgi Sistemleri ve Gayrimenkul Geliştirme A.Ş. - 90,962 - -
Gözde Tech Ventures Teknoloji Yatırımları A.Ş. 12,737 - - -
Total 38,213 163,670,939 3,083,996,321 287,659,058

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 12.

(**) Consists of consultancy expenses. See page 13.

Notes to the financial statements for the period 1 January – 31 March 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

6. RELATED PARTY DISCLOSURES (Continued)

b) Related Party Transactions

1 January - 31 March 2024
Service Financing Financing
Related party transactions Procurement Other Income Income Expenses Rent Expense
Azmüsebat Çelik San. ve Tic. A.Ş. - 41,363 - - -
Franklin Templeton Danışmanlık Hizmetleri A.Ş.(*) 48,471,084 - - - -
Yıldız Holding A.Ş. 6,226,542 - 36,640,526 60,307,262 66,449
İzsal Bilgi Sistemleri ve Gayrimenkul Geliştirme A.Ş. 358,591 - - - -
Sağlam İnş.Taah.Tic.A.Ş. 53,389 - - - -
Polinas Plastik Sanayii ve Tic.A.Ş. - 41,363 - - -
Gözde Tech Ventures Teknoloji Yatırımları A.Ş. - 41,363 - - -
Total 55,109,606 124,088 36,640,526 60,307,262 66,449

(*) Consists of consultancy expenses. See page 13.

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

6. RELATED PARTY DISCLOSURES (Continued)

b) Related Party Transactions (Continued)

1 January - 31 March 2023
Service Financing Financing
Related party transactions Procurement Other Income Income Expenses Rent Expense
Azmüsebat Çelik San. ve Tic. A.Ş. - 38,860 - - -
Franklin Templeton Danışmanlık Hizmetleri A.Ş.(*) 58,257,282 - - - -
Yıldız Holding A.Ş. 4,317,035 - - 187,402,349 69,804
Polinas Plastik Sanayii ve Tic.A.Ş. - 38,860 119,476 - -
İzsal Gayrimenkul Geliştirme A.Ş. 292,591 - - - -
Sağlam İnş.Taah.Tic.A.Ş. 40,575 - - - -
Gözde Tech Ventures Teknoloji Yatırımları A.Ş. - 38,860 - - -
Total 62,907,483 116,580 119,476 187,402,349 69,804

(*) Consists of consultancy expenses. See page 13.

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

6. RELATED PARTY DISCLOSURES (Continued)

c) Benefits for senior management:

1 January-
31 March 2024
1 January
31 March 2023
Salaries and other benefits 377,769 199,104
Total 377,769 199,104

7. TRADE RECEIVABLES AND PAYABLES

The details of trade receivables and payables as of 31 March 2024 and 31 December 2023 are as follows;

Trade receivables :

31 March 2024 31 December 2023
Trade receivables from related parties (Note 6) 89,580 38,213
Total 89,580 38,213

Trade payables :

31 March 2024 31 December 2023
Trade payables to related parties (Note 6) 134,963,506 163,670,939
Trade payables to non-related parties (Note 6) 262,386 300,542
Total 135,225,892 163,971,481

Financial risk disclosures related to trade payables are in Note 20.

8. OTHER PAYABLES AND RECEIVABLES

The details of the other payables as of 31 March 2024 and 31 December 2023 are as follows ;

Other payables:

31 March 2024 31 December 2023
Other receivables from related parties (Note 6) 989,157,781 -
Total 989,157,781 -
31 March 2024 31 December 2023
Other short-term payables to related parties (Note 6) - 3,083,996,321
Total - 3,083,996,321
Other long-term payables to related parties (Note 6) 3,255,379,274 287,659,058
Total 3,255,379,274 287,659,058

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

9. TANGIBLE ASSETS

Leasehold
Fixturesimprovements Other Total
Cost
Opening balance as of 1 January 2024
Purchases
4,645,708
-
9,204,216
-
174,831
-
14,024,755
-
Closing balance as of 31 March 2024 4,645,708 9,204,216 174,831 14,024,755
Accumulated depreciation
Opening balance as of 1 January 2024
Expense for the period
(4,547,450)
(11,050)
(9,204,216)
-
(89,893)
(18,964)
(13,841,559)
(30,014)
Closing balance as of 31 March 2024 (4,558,500) (9,204,216) (108,857) (13,871,573)
Net book value as of 31 March 2024 87,208 - 65,974 153,182
Leasehold
Fixturesimprovements Other Total
Cost
Opening balance as of 1 January 2023
Purchases
4,555,703
29,267
9,204,216
-
-
148,443
13,759,919
177,710
Closing balance as of 31 March 2023 4,584,970 9,204,216 148,443 13,937,629
Accumulated depreciation
Opening balance as of 1 January 2023
Expense for the period
(4,480,450)
(27,473)
(9,204,216)
-
-
(20,617)
(13,684,666)
(48,090)
Closing balance as of 31 March 2023 (4,507,923) (9,204,216) (20,617) (13,732,756)
Net book value as of 31 March 2023 77,047 - 127,826 204,873

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).

10. EMPLOYEE BENEFITS

Payables within the scope of employee benefits:

31 March 2024 31 December 2023
Payables to personnel 379,131 184,415
Total 379,131 184,415

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

10. EMPLOYEE BENEFITS (Continued)

Short-term provisions for employee benefits:

31 March 2024 31 December 2023
Provisions for unused vacations 816,133 609,889
Total 816,133 609,889

Long-term provisions for employee benefits:

Provision for severance pay

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 31 March 2024, severance pay to be paid is subject to a monthly ceiling of TRY 35,058.58.(31 December 2023: TRY 23,489.83).

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 31 March 2024 are calculated by estimating the present value of the future probable obligation arising from the retirement of the employees. As of 31 March 2024, the provision for severance pay is calculated using the real discount rate, which is approximately 1.50% based on annual inflation of 17.64% and discount rate of 19.4% (31 December 2022: 1.50%).

The maximum amount of TRY 35,058.58 effective as of 1 April 2024 has been taken into account in calculating the severance pay provision of the company (31 December 2023: TRY 35,058.58 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 737,601 886,313
Severance pay paid - -
Service cost 14,243 34,619
Interest cost 2,400 (17,751)
Inflation effect (97,153) (98,630)
As of March 31 657,091 804,551

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

11. OTHER ASSETS AND LIABILITIES

a. Other current assets

31 March 2024 31 December 2023
Prepaid expenses for the following months 60,590 86,480
Total 60,590 86,480
b.
Other fixed assets
31 March 2024 31 December 2023
Deferred Value Added Tax 201,810,576 227,527,245
Total 201,810,576 227,527,245
c.
Other current liabilities
31 March 2024 31 December 2023
Other taxes and funds 9,854,655 12,155,855
Total 9,854,655 12,155,855

12. CAPITAL, RESERVES AND OTHER ITEMS OF EQUITY

Capital

The paid-in capital structure of the Company is as follows as of 31 March 2024 and 31 December 2023:

31 March 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.

12. CAPITAL, RESERVES AND OTHER ITEMS OF EQUITY (Continued)

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

The capital of the company as of 31 March 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).

Share Capital Adjustment Differences

As of March 31, 2024, the company has share capital adjustment differences amounting to TRY 3,402,926,108, consisting of inflation accounting adjustment differences (December 31, 2023: TRY 3,402,926,108). 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

Share premium amounting to TRY 2,260,799,292 recognized in accordance with capital increase dated 25 August 2011 (31 December 2023: TRY 2,260,799,292) Share premium amounting to TRY 495,805 recognized in accordance with capital increase dated May 2014.

Legal reserves

31 March 2024 31 December 2023
Restricted reserves separated from profit 42,045,916 42,045,916
Total 42,045,916 42,045,916

Additional Information Regarding Equity, Reserves, and Other Equity Items

The comparison of the relevant equity items presented in the company's financial statements as adjusted for inflation as of March 31, 2024, with the amounts adjusted for inflation in the financial statements prepared according to the Tax Procedure Law is as follows:

Inflation adjusted amounts in the financial statements
31 December 2023 prepared in accordance with statutory accounting
Share Capital and Share Capital
Adjustment Differences 5,284,210,163
Share premium 2,647,750,226
Restricted Reserves Appropriated from
Profit 51,095,569
31 March 2024 prepared in accordance with TAS/TFRS
Share Capital and Share Capital
Adjustment Differences 3,787,926,108
Share premium 2,260,799,292
Restricted Reserves Appropriated from
Profit Inflation adjusted amounts in the financial statements
42,045,916

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

13. REVENUE AND COST OF SALES

1 January - 1 January -
Revenue 31 March 2024 31 March 2023
Sale of investment 1,082,272,250 8,238,947
Dividend income(*) - 509,429
Total 1,082,272,250 8,748,376
1 January - 1 January -
Cost of sales 31 March 2024 31 March 2023
Cost of sales (1,082,272,250) (8,238,947)
Total (1,082,272,250) (8,238,947)

Sales during the 3-month interim accounting period ending on March 31, 2024:

The Company has sold its fund participation shares in Istanbul Portföy Yıldız Private Fund amounting to TRY 1,082,272,250 on February 19, 2024.

Sales during the 3-month interim accounting period ending on March 31, 2023:

The Company has sold its fund participation shares in Istanbul Portföy Yıldız Private Fund amounting to TRY 8,238,947 on March 16, 2023.

(*) Dividend income amounting to TRY 509,429 has been obtained from Flo Mağazacılık ve Paz.A.Ş. and Kuveyt Türk Katılım Bankası A.Ş within the period.

14. GENERAL ADMINISTRATIVE EXPENSES

1 January -
31 March 2024
1 January -
31 March 2023
General administrative expenses (-) (59,709,554) (68,619,279)
Total (59,709,554) (68,619,279)
1 January - 1 January -
31 March 2024 31 March 2023
Consultancy and audit expenses (55,949,524) (65,653,838)
Personnel salaries and expenses (3,251,565) (2,753,278)
Rent expenses (93,602) (116,111)
Taxes and other legal dues (12,214) (8,649)
Depreciation and amortization expenses (30,018) (14,662)
Other (372,631) (72,741)
Total (59,709,554) (68,619,279)

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

15. OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES

The details of other income and expenses from operating activities for the periods ending on 31 March 2024 and 2023 are as follows:

Other Income from Operating Activities

1 January - 1 January -
Other operating income 31 March 2024 31 March 2023
Income from fair value increases of financial investments
(Note 19)(*) - -
Other income 124,088 134,119
Total 124,088 134,119
Other Expenses from Operating Activities
1 January - 1 January -
Other operating expenses 31 March 2024 31 March 2023
Loss from fair value decreases of financial investments
(Note 19)(*)
(401,957,132) (11,824,358,973)

Total (402,199,303) (11,824,610,064)

(*) 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.

16. FINANCIAL INCOME AND EXPENSES

Financing income

1 January - 1 January -
31 March 2024 31 March 2023
Interest income 36,640,526 119,476
Total 36,640,526 119,476

Financing expenses

1 January - 1 January -
31 March 2024 31 March 2023
Interest expense (60,307,262) (187,402,349)
Foreign exchange losses (298,426,290) (5,202,827)
Total (358,733,552) (192,605,176)

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

17. EARNINGS/(LOSS) PER SHARE

1 January - 1 January -
31 March 2024 31 March 2023
Weighted average number of common stock outstanding 385,000,000 385,000,000
Net loss for shareholders (537,334,922) (12,064,203,133)
Loss Per Share (1.40) (31.34)

18. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

There is no pledge, mortgage, collateral (31 December 2023: None)

The Company has one lawsuit for labor receivables filed against it as of the balance sheet date, and the proceedings are continuing in the court of first instance. One 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.

Notes to the financial statements

for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

19. FINANCIAL INSTRUMENTS

Financial Investments:

The details of the Company's long-term financial assets as of 31 March 2024 and 31 December 2023 are as follows:

31 March 2024 31 December 2023
Financial investments at fair value through
profit or loss
27,352,677,966 29,000,447,756

Financial investments at fair value through profit or loss :

Shares 31 March 2024 (%) 31 December 2023 (%)
Non publicly traded 18,109,634,655 18,313,351,564
Türkiye Finans Katılım Bankası A.Ş. 2,046,059,424 10.57 2,046,059,424 10.57
Flo Mağazacılık ve Paz. A.Ş. 5,078,380,066 11.50 5,078,380,066 11.50
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş.(**) 1,988,953,894 27.04 2,202,848,472 27.04
Polinas Plastik Sanayii ve Tic. A.Ş. 5,799,654,508 99.00 5,799,654,508 99.00
Azmüsebat Çelik Sanayi ve Ticaret A.Ş. 3,050,078,568 97.61 3,050,078,568 97.61
Makina Takım Endüstrisi A.Ş.(***) 103,150,368 7.81 92,972,699 7.81
Gözde Tech Ventures Teknoloji Yatırımları
A.Ş.(****) 37,255,198 100.00 37,255,198 100.00
Kuveyt Türk Katılım Bankası A.Ş. 6,102,629 <
1
6,102,629 <
1
Publicly traded 8,753,322,517 9,217,340,044
Şok Marketler Tic. A.Ş. (*) 8,283,619,309 23.66 8,715,606,518 23.66
Makina Takım Endüstrisi A.Ş. (***) 89,628,003 6.79 80,784,561 6.79
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. (**) 380,075,205 5.17 420,948,965 5.17
Total shares 26,862,957,172 27,530,691,608
Other financial assets that are not traded
on the stock exchange / Fund
participation share 31 Mart 2024 (%) 31 Aralık 2023 (%)
İstanbul Portföy Yıldız Fund
Participation Shares (***) 489,720,794 - 1,469,756,148 -
Total 489,720,794 1,469,756,148
Total Financial investments at fair value
through profit or loss 27,352,677,966 29,000,447,756

Notes to the financial statements for the period 1 January – 31 March 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

19. FINANCIAL INSTRUMENTS (Continued)

  • (*) Şok Marketler Tic. A.Ş. started to be traded on Borsa Istanbul as of May 18, 2018 and is seen as a venture capital investment by the Company. Following the completion of the public offering process, the Company used the "Level 1" valuation method in calculating the fair value of the related financial investment.
  • (**) Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. started to be traded on Borsa Istanbul as of May 17, 2021 and is seen as a venture capital investment by the Company, excluding the shares acquired within the framework of price stability transactions. The Company used the "Level 1" valuation method in calculating the fair value of the related financial investment following the completion of the public offering process.
  • (***) Considering that the shares of Makina Takım Endüstrisi A.Ş. are valued by the Istanbul Portfolio Yıldız Hedge Fund, which owns approximately 50% of the shares, using the market price method, the "Level 1" valuation method has been used in the fair value calculation of the relevant financial investment, starting from the first quarter financial statement period of 2022. The Company used the "Level 1" valuation method in calculating the fair value of the Fund participation shares. The Company has sold its fund participation shares in Istanbul Portföy Yıldız Private Fund amounting to TRY 1,082,272,250 on February 19, 2024.
  • (****) With the resolution of the Company's Board of Directors dated March 1,2022, it has been decided to establish a new company named "Gözde Tech Ventures Teknoloji Yatırımları A.Ş." (Gözde Tech Ventures), in which our Company has 100% shareholding, with a capital of TRY 12,000,000. Gözde Tech Ventures aims to make a profit by investing in technology-based startups at the early growth stage established in Turkey or abroad by evaluating investment opportunities in the fields of innovation, digital and technology, which have gained great momentum in the global arena in recent years, and by exiting startups that have reached the point of exit. Gözde Tech Ventures' portfolio includes Ember Lifesciences Inc., Ember Technologies Inc., Paragon Flavors, Inc. and Kolay Yazılım A.Ş. shares. "Level 3" valuation method is used in calculating the fair value of Gözde Tech Ventures.

Notes to the financial statements

for the period 1 January - 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

19. FINANCIAL INSTRUMENTS (Continued)

Financial Financial
Shares Opening balance invesment value
increase
invesment value
decrease
Sale of financial
investments
Net Monetary
Gain/(Loss)
31 March 2024
Non publicly traded 18,313,351,564 10,177,669 (213,894,578) - - 18,109,634,655
Türkiye Finans Katılım Bankası A.Ş. 2,046,059,424 - - - - 2,046,059,424
Flo Mağazacılık ve Paz. A.Ş. 5,078,380,066 - - - - 5,078,380,066
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 2,202,848,472 - (213,894,578) - - 1,988,953,894
Polinas Plastik Sanayii ve Tic. A.Ş. 5,799,654,508 - - - - 5,799,654,508
Azmüsebat Çelik Sanayi ve Ticaret A.Ş. 3,050,078,568 - - - 3,050,078,568
Makina Takım Endüstrisi A.Ş. 92,972,699 10,177,669 - - - 103,150,368
Gözde Tech Ventures Teknoloji
Yatırımları A.Ş. 37,255,198 - - - - 37,255,198
Kuveyt Türk Katılım Bankası A.Ş. 6,102,629 - - - - 6,102,629
Publicly traded 9,217,340,044 8,843,442 (472,860,969) - - 8,753,322,517
Şok Marketler Tic. A.Ş. 8,715,606,518 - (431,987,209) - - 8,283,619,309
Makina Takım Endüstrisi A.Ş. 80,784,561 8,843,442 - - - 89,628,003
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 420,948,965 - (40,873,760) - - 380,075,205
Other financial assets that are not
traded on the stock exchange / Fund
participation share
1,469,756,148 265,777,304 - (1,082,272,250) (163,540,408) 489,720,794
İstanbul Portföy Yıldız Fund Participation
Shares 1,469,756,148 265,777,304 - (1,082,272,250) (163,540,408) 489,720,794
Total 29,000,447,756 284,798,415 (686,755,547) (1,082,272,250) (163,540,408) 27,352,677,966

Notes to the financial statements

for the period 1 January - 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

19. FINANCIAL INSTRUMENTS (Continued)

Financial Financial
Shares Opening balance invesment value
increase
invesment value
decrease
Sale of financial
investments
Net Monetary
Gain/(Loss)
31 March 2023
Non publicly traded 25,831,336,628 - (7,789,961,810) - - 18,041,374,818
Türkiye Finans Katılım Bankası A.Ş. 1,954,949,592 - - - - 1,954,949,592
Flo Mağazacılık ve Paz. A.Ş. 3,967,352,890 - - - - 3,967,352,890
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 10,733,736,448 - (7,685,474,280) - - 3,048,262,167
Polinas Plastik Sanayii ve Tic. A.Ş. 6,542,185,380 - - - - 6,542,185,380
Azmüsebat Çelik Sanayi ve Ticaret A.Ş. 2,387,591,754 - - - - 2,387,591,754
Makina Takım Endüstrisi A.Ş. 212,456,431 - (104,487,530) - - 107,968,902
Gözde Tech Ventures Teknoloji 27,014,852 - - - - 27,014,852
Kuveyt Türk Katılım Bankası A.Ş. 6,049,281 - - - - 6,049,281
Publicly traded 9,678,423,757 - (2,146,365,037) - - 7,532,058,719
Şok Marketler Tic. A.Ş. 7,442,676,926 - (586,934,684) - - 6,855,742,241
Makina Takım Endüstrisi A.Ş. 184,604,728 - (90,789,871) - - 93,814,857
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 2,051,142,103 - (1,468,640,482) - - 582,501,621
Other financial assets that are not
traded on the stock exchange / Fund
participation share
3,957,538,518 - (1,888,032,126) (8,238,947) (392,372,107) 1,668,895,338
İstanbul Portföy Yıldız Fund Participation
Shares
3,957,538,518 - (1,888,032,126) (8,238,947) (392,372,107) 1,668,895,338
Total 39,467,298,903 - (11,824,358,973) (8,238,947) (392,372,107) 27,242,328,875

Notes to the financial statements

for the period 1 January - 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

19. FINANCIAL INSTRUMENTS (Continued)

Net Financial Debt Distribution

The net financial debt reconciliation as of 31 March 2024 and 31 December 2023 is as follows:

Financial liabilities 31 March 2024 31 December 2023
Cash and cash equivalents 46,929 51,081
Other receivables from related parties 989,157,781 -
Other payables to related parties - payable within one year - (3,083,996,321)
Other payables to related parties - payable after one year (3,255,379,274) (287,659,058)
Total (2,266,174,564) (3,371,604,298)

Notes to the financial statements

for the period 1 January - 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

20. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS

a) Financial risk factors

a1) Credit risk management

Credit risks by types of financial instruments

Receivables
Trade receivables Other receivables 'Deposits in bank
31 March 2024 Related party Other Related party Other and repo
Maximum credit risk exposure as of reporting date
-The part secured by the maximum guarantee, etc.
89,580
-
-
989,157,781
-
-
-
46,929
-
-
A. Net book value of financial assets that are not overdue or impaired 89,580 -
989,157,781
-
46,929
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 - -
-
-
-

Notes to the financial statements for the period 1 January - 31 March 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

20. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (Continued)

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.
38,213
-
-
-
-
-
-
-
51,081
-
A. Net book value of financial assets that are not overdue or impaired 38,213 - - - 51,081
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 - - - - -

Notes to the financial statements for the period 1 January - 31 March 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

20. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (Continued)

The Company has no over due receivables as of 31 March 2024 (December 31, 2023: None).

a2) Liquidity risk management

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.

Liquidity risk tables

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.

31 March 2024 Book value Total cash
outflows pursuant
to the contract
less than 3
months
3-12 months 1-5 years
Trade payables
Other payables (*)
135,225,892
3,255,379,274
135,225,892
3,255,379,274
380,075
-
134,845,817
-
-
3,255,379,274
Total 3,390,605,166 3,390,605,166 380,075 134,845,817 3,255,379,274
31 December 2023 Book value Total cash
outflows pursuant
to the contract
less than 3
months
3-12 months 1-5 years
Trade payables
Other payables
163,971,481
3,371,655,379
163,971,481
3,371,655,379
404,319
-
163,567,162
3,083,996,321
-
287,659,058
Total 3,535,626,860 3,535,626,860 404,319 3,247,563,483 287,659,058

(*) See page 12.

Notes to the financial statements for the period 1 January - 31 March 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

20. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (Continued)

a3) Currency risk management

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:

31 March 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 27,195 - 780
11. Financial liabilities - - -
12a. Other monetary liabilities (*) 3,255,379,274 100,649,874 -
12b. Other non-monetary liabilities - - -
13. Current Liabilities(10+11+12) 3,255,406,469 100,649,874 780
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) 3,255,406,469 100,649,874 780
19. Net foreign currency asset/(liability) position(9-18) (3,255,406,469) (100,649,874) (780)
20. Monetary items net foreign currency
asset/(liability) position (1+2a+3+5+6a-10-11-12a-14-
15-16a) (3,255,406,469) (100,649,874) (780)

(*) See page 12.

Notes to the financial statements

for the period 1 January - 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

20. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (Continued)

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 58,575 - 1,795
11. Financial liabilities - - -
12a. Other monetary liabilities 205,523,970 5,976,081 897,310
12b. Other non-monetary liabilities
13. Current Liabilities(10+11+12) 205,582,545 5,976,081 899,105
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) 205,582,545 5,976,081 899,105
19. Net foreign currency asset/(liability) position(9-18) (205,582,545) (5,976,081) (899,105)
20. Monetary items net foreign currency
asset/(liability) position (1+2a+3+5+6a-10-11-12a-14-
15-16a) (205,582,545) (5,976,081) (899,105)

20. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (Continued)

Sensitivity to currency risk

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.

31 March 2024

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 (-)
(325,537,927)
-
325,537,927
-
3- USD net effect (1+2) (325,537,927) 325,537,927
In case of 10% appreciation of EUR against TRY:
4- EUR net asset/liability
5- Amount hedged for the EUR risk (-)
(2,719)
-
2,719
-
6- EUR net effect (4+5) (2,719) 2,719
Total (325,540,646) 325,540,646

31 December 2023

Profit / (Loss)
Appreciation of Depreciation of
foreign currency foreign currency
In case of 10% appreciation of USD against TRY:
1- USD net asset/liability (17,624,240) 17,624,240
2- Amount hedged for the USD risk (-) - -
3- USD net effect (1+2) (17,624,240) 17,624,240
In case of 10% appreciation of EUR against TRY:
4- EUR net asset/liability (2,934,014) 1,643,974
5- Amount hedged for the EUR risk (-) - -
6- EUR net effect (4+5) (2,934,014) 1,643,974
Total (20,558,254) 19,268,214

(*) See page 12.

Notes to the financial statements

for the period 1 January - 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

20. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (Continued)

a4) Interest rate risk management

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.

Interest rate sensitivity

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 31 March 2024 31 December 2023
Other payables to related parties (*) 3,255,379,274 3,371,655,379

(*) See page 12.

21. FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES)

Fair Value of Financial Instruments

The fair value of financial assets and liabilities is determined as follows:

  • First level: Financial assets and liabilities are valued at stock prices traded in active markets for identical assets and liabilities.
  • Second level: Financial assets and liabilities are valued from the inputs used to find the directly or indirectly observable market price of the related asset or liability other than the market price specified in the first level.
  • Third level: Financial assets and liabilities are valued from inputs that are not based on market observable data used to determine the fair value of the asset or liability.

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.

Notes to the financial statements

for the period 1 January - 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

21. FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES) (Continued)

Sensitivity analysis of variables used in valuation of financial investments:

The sensitivity analysis of financial investments valued with the "Level 2" method is as follows:

31 March 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 +-
Curre Discount Growth (Milllion (Million Curre Discount Growth (Milllion (Million
ncy Rate (%) Rate (%) TRY) TRY) ncy 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.

Notes to the financial statements

for the period 1 January - 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

21. FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES) (Continued)

Fair value
Financial Assets 31 March 2024 31 December 2023 level Valuation method
Non publicly traded 18,109,634,655 18,313,351,564
Türkiye Finans Katılım Bankası A.Ş. 2,046,059,424 2,046,059,424 2 Market Approach, Comparable Banks and Transactions
Flo Mağazacılık ve Paz. A.Ş. 5,078,380,066 5,078,380,066 2 DCF
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 1,988,953,894 2,202,848,472 1 Market Price
Polinas Plastik Sanayii ve Tic. A.Ş. 5,799,654,508 5,799,654,508 2 DCF
Azmüsebat Çelik Sanayi ve Ticaret A.Ş. 3,050,078,568 3,050,078,568 2 DCF
Makina Takım Endüstrisi A.Ş. 103,150,368 92,972,699 1 Market Price
Gözde Tech Ventures Teknoloji Yatırımları 37,255,198 37,255,198 3 Book Value
Kuveyt Türk Katılım Bankası A.Ş. 6,102,629 6,102,629 2 Market Approach, Comparable Banks and Transactions
Publicly traded 8,753,322,517 9,217,340,044
Şok Marketler Tic. A.Ş. 8,283,619,309 8,715,606,518 1 Market Price
Makina Takım Endüstrisi A.Ş. 89,628,003 80,784,561 1 Market Price
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 380,075,205 420,948,965 1 Market Price
Other financial assets that are not traded on
the stock exchange / Fund participation
share
489,720,794 1,469,756,148
İstanbul Portföy Yıldız Fund Participation
Shares (*) 489,720,794 1,469,756,148 1 Market Price
Total 27,352,677,966 29,000,447,756

(*) The Company has sold its fund participation shares in Istanbul Portföy Yıldız Private Fund amounting to TRY 1,082,272,250 on February 19, 2024.

Notes to the financial statements

for the period 1 January - 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

21. FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES) (Continued)

31 March 2024 Assets presented at
amortized cost
Financial assets at
fair value through
profit/(loss)
Financial liabilities
presented at amortized
cost
Book value Note
Financial Assets
Cash and cash equivalents 46,929 - - 46,929 5
Other receivables - - 989,157,781 989,157,781 8
Other receivables from related parties - - 989,157,781 989,157,781 6.8
Assets at fair value through profit or loss - 27,352,677,966 - 27,352,677,966 1
9
Financial Liabilities
Trade payables - - 135,225,892 135,225,892 7
- Trade payables to related parties - - 134,963,506 134,963,506 6.7
- Trade payables to non-related parties - - 262,386 262,386 7
Other payables - - 3,255,379,274 3,255,379,274 6
- Other payables to related parties - - 3,255,379,274 3,255,379,274 6

Notes to the financial statements

for the period 1 January - 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

21. FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES) (Continued)

Assets presented at Financial assets at
fair value through
Financial liabilities
presented at amortized
31 Aralık 2023 amortized cost profit/(loss) cost Book value Note
Financial Assets
Cash and cash equivalents 51,081 - - 51,081 5
Assets at fair value through profit or loss - 29,000,447,756 - 29,000,447,756 1
9
Financial Liabilities
Trade payables - - 163,971,481 163,971,481 7
- Trade payables to related parties - - 163,670,939 163,670,939 6.7
- Trade payables to non-related parties - - 300,542 300,542 7
Other payables - - 3,371,655,379 3,371,655,379 6
- Other payables to related parties - - 3,371,655,379 3,371,655,379 6

Notes to the financial statements for the period 1 January – 31 March 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

22. EVENTS AFTER THE BALANCE SHEET DATE

None.

23. ADDITIONAL NOTE: CONTROL OF COMPLIANCE WITH PORTFOLIO LIMITATIONS, FINANCIAL DEBT AND TOTAL EXPENSE LIMITS

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.

Notes to the financial statements for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

23. ADDITIONAL NOTE: CONTROL OF COMPLIANCE WITH PORTFOLIO LIMITATIONS, FINANCIAL DEBT AND TOTAL EXPENSE LIMITS (Continued)

ADDITIONAL NOTE: PORTFOLIO LIMITATIONS, FINANCIAL DEBT AND TOTAL EXPENSE AMOUNTS
Relevant Regulation in the Current Period (TRY) Previous Period (TRY)
Solo Financial Statement Main Account Items Communiqué 31.03.2024 31.12.2023
A Money and Capital Market Instruments Art.20/1 – (b) 959,470,931 1,971,540,755
B Venture Capital Investments(*) Art.20/1 – (a) 26,359,276,190 26,994,980,308
Subsidiaries in Portfolio Management Company and Consulting
C Company Art.20/1 – (d) and (e ) - -
D Other Assets - -
E Total Assets Art.3/1-(a) 28,543,996,604 29,228,333,971
F Financial Liabilities Art.29 3,255,379,274 3,371,655,379
Provisions, Contingent Assets and Liabilities (Pledging, Collateral
G and Mortgages) Art.20/2 – (a) - -
H Shareholders Equity 25,141,684,428 25,679,019,350
I Other Liabilities - -
E Total Liabilities Art.3/1-(a) 28,543,996,604 29,228,333,971

(*) 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.

Notes to the financial statements for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

23. ADDITIONAL NOTE: CONTROL OF COMPLIANCE WITH PORTFOLIO LIMITATIONS, FINANCIAL DEBT AND TOTAL EXPENSE LIMITS (Continued)

Relevant Regulation in the Current Period (TRY) Previous Period (TRY)
Solo Financial Statement Other Account Items Communiqué 31.03.2024 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.20/1 – (b) 959,424,002 1,971,489,674
A2 TRY and Foreign Currency Time-Demand Deposits / Special Current
Participation Account
Art.20/1 – (b) 46,929 51,081
B1 Collective Investment Institution Established Abroad Art.21/3 – ( c ) - -
B1-1 Debt and Capital Financing Art.21/3 – (f) 33,977,774 33,977,774
B2 Non-Exchange Shares of Publicly Traded Venture Companies Art.21/3 – ( e ) - -
B3 Special Purpose Company Art.21/3 – (g) 103,150,368 92,972,699
B4 Participation in Portfolio Management Company Art.20/1 – ( e) - -
C1 Participation in the Consulting Company Art.20/1 – (d) - -
C2 Short-Term Loans Art.29/1 - -
F1 Long-Term Loans Art.29/1 - -
F2 Short-Term Borrowing Instruments Art.29/1 - -
F3 Long-Term Borrowing Instruments Art.29/1 - -
F4 Other Short Term Financial Liabilities Art.29/1 - -
F5 Other Long Term Financial Debts Art.29/1 - 3,083,996,321
F6 Pledges Art.20/2 – (a) 3,255,379,274 287,659,058
G1 Guarantees Art.20/2 – (a) - -
G2 Mortgages Art.20/2 – (a) - -
G3 Outsourced Expenses Art.26/1 - -
I Dışardan sağlanan hizmet giderleri Md.26/1 55,949,524 65,653,838

Notes to the financial statements for the period 1 January – 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

23. ADDITIONAL NOTE: CONTROL OF COMPLIANCE WITH PORTFOLIO LIMITATIONS, FINANCIAL DEBT AND TOTAL EXPENSE LIMITS (Continued)

PORTFOLIO LIMITATIONS, FINANCIAL DEBT AND TOTAL
EXPENSE LIMIT CONTROL TABLE:
FOR THE COMPANIES THAT OFFER THEIR SHARES TO THE
PUBLIC
Portfolio Limitations Relevant
Regulation in
the
Communiqué
Formula Current
Period
31.03.2024
Previous
Period
31.12.2023
Minimum/
Maximum
Ratio
1 Money and capital market instruments Art.2
2/1

(b)
A/E 3.36% 6.75% ≤ %4
9
2 Capital market instruments Art.2
2/1

(
c)
≤ %1
0
1. Makina Takım Endüstrisi A.Ş. A1/E 0.31% 0.28%
2. İstanbul Portföy Yıldız Fund Participation Shares A1/E 1.72% 5.03%
3.Penta Teknoloji Ürün.Dağ.Tic.A.Ş. A1/E 1.33% 1.44%
3 Venture capital investments(*) Art.2
2/1

(b)
B/E 92.35% 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 0.12% 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 0.36% 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 12.95% 1.12% ≤ %200
1
1
Pledge, collateral and mortgages Art.2
2/1

(d)
(G1+G2+G3)/E - - ≤ %1
0
1
2
Outsourced Expenses Art.26/1 I/E 0.20% 0.22% ≤ %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 investment made by Gözde Tech Ventures Teknoloji Yatırımları A.Ş. to Ember Technologies Inc.
investments within the scope of the above-mentioned provision.
and Paragon Flavors, Inc. are listed as other than venture capital

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