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9057_rns_2024-05-06_c05ec73a-bb7e-498a-841c-491061db2393.pdf

Quarterly Report

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

(CONVENIENCE TRANSLATION INTO ENGLISH OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH)

CONTENTS PAGE
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 1-2
INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
3
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 4
INTERIM CONDENSED CONSOLIDATED STATAMENT OF CASH FLOWS 5-6
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7-32
APPENDIX I: SUPPLEMENTARY UNAUDITED INFORMATION 33

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

(Condensed
Unaudited) (Audited)
(Turkish Lira) (Turkish Lira) (US Dollar*) (US Dollar*)
Current Period Prior Period Current Period Prior Period
31 March 31 December 31 March 31 December
Notes 2024 2023 2024 2023
ASSETS
Current Assets 7.962.077.625 7.815.174.941 246.615.424 265.477.337
Cash and Cash Equivalents 3 422.637.776 517.642.604 13.090.678 17.584.044
Financial Assets (Restricted Bank Deposits) 3 999.990 554.910 30.973 18.850
Trade Receivables 4-5 5.033.556.017 5.207.622.967 155.908.120 176.900.183
- Trade receivables from related parties 4 2.876.306 4.132.652 89.090 140.384
- Trade receivables from third parties 5 5.030.679.711 5.203.490.315 155.819.030 176.759.799
Other Receivables 9.775.244 9.845.929 302.776 334.461
- Other receivables from third parties 9.775.244 9.845.929 302.776 334.461
Inventories 7 2.429.981.876 2.072.517.724 75.265.658 70.402.325
Prepaid Expenses 8 13.207.796 6.117.052 409.095 207.793
Other Current Assets 51.918.926 873.755 1.608.124 29.681
Non-Current Assets 269.570.370 247.339.286 8.349.606 8.401.984
Investment Properties 3.819.266 3.482.451 118.297 118.297
Property, Plant and Equipment 57.996.557 54.123.868 1.796.371 1.838.559
Right of Use Assets 51.186.112 53.191.118 1.585.426 1.806.874
Intangible Assets 70.471.700 64.632.981 2.182.773 2.195.548
- Goodwill 62.491.362 56.980.344 1.935.592 1.935.592
- Other intangible assets 7.980.338 7.652.637 247.181 259.956
Deferred Tax Assets 86.096.735 71.908.868 2.666.739 2.442.706
TOTAL ASSETS 8.231.647.995 8.062.514.227 254.965.030 273.879.321

(*) Refers to the amounts in US Dollars, which is the functional currency of the Group. Presentation currency is Turkish Lira. For the conversion of US Dollar and Turkish Lira, see Note 2.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

(Condensed
Unaudited) (Audited)
(Turkish Lira) (Turkish Lira) (US Dollar*) (US Dollar*)
Current Period Prior Period Current Period Prior Period
31 March 31 December 31 March 31 December
Notes 2024 2023 2024 2023
LIABILITIES
Current Liabilities 5.274.324.874 5.428.899.406 163.365.635 184.416.826
Short-Term Borrowings 254.272.126 150.487.901 7.875.762 5.111.994
- Bank loans 1
6
234.851.102 127.364.048 7.274.220 4.326.489
- Lease liabilities 19.421.024 23.123.853 601.542 785.505
Trade Payables 4-5 3.901.998.745 4.070.784.703 120.859.545 138.282.392
- Trade payables to related parties 4 3.970.394 288.583 122.978 9.803
- Trade payables to third parties 5 3.898.028.351 4.070.496.120 120.736.567 138.272.589
Payables Regarding Employee Benefits 28.202.459 16.258.835 873.536 552.304
Other Payables 4-6 783.232.052 748.769.331 24.259.636 25.435.296
- Other payables to related parties 4 771.476.841 748.539.065 23.895.533 25.427.474
- Other payables to third parties 6 11.755.211 230.266 364.103 7.822
Derivative Financial Instruments 4.444.214 4.110.397 137.654 139.628
Deferred Income 8 41.344.620 188.914.673 1.280.598 6.417.331
Current Tax Liabilities 33.160.109 147.554.297 1.027.093 5.012.341
Current Provisions 26.841.381 17.763.078 831.378 603.402
- Current provisions for employee benefits 26.841.381 17.763.078 831.378 603.402
Other Current Liabilities 200.829.168 84.256.191 6.220.433 2.862.138
Non-Current Liabilities 101.452.317 89.486.888 3.142.359 3.039.826
Long-Term Borrowings 23.497.702 25.665.224 727.812 871.834
- Lease liabilities 23.497.702 25.665.224 727.812 871.834
Non-Current Provisions 77.954.615 63.821.664 2.414.547 2.167.992
- Non-current provisions for employee benefits 56.004.224 50.280.092 1.734.661 1.707.992
- Other non-current provisions 21.950.391 13.541.572 679.886 460.000
EQUITY 2.855.870.804 2.544.127.933 88.457.036 86.422.669
Equity attributable to owners of the Company 2.855.870.804 2.544.127.933 88.457.036 86.422.669
Share Capital 1
0
393.516.000 393.516.000 64.824.567 64.824.567
Share Premium 1
0
30.000.000 30.000.000 3.594.149 3.594.149
Other Compherensive Expense That Will
Not Be Reclassified To Profit / (Loss) 2.034.205.521 1.785.251.353 (1.050.580) (1.050.580)
- Accumulated losses on remeasurements of
defined benefit plans (15.852.471) (15.852.471) (1.050.580) (1.050.580)
- Currency translation differences 1
0
2.050.057.992 1.801.103.824 - -
Restricted Reserves Appropriated from Profit 1
0
13.880.245 13.880.245 3.629.318 3.629.318
Accumulated Gains 321.480.335 125.737.943 15.425.215 7.181.282
Net Profit for the Year 62.788.703 195.742.392 2.034.367 8.243.933
TOTAL LIABILITIES AND EQUITY 8.231.647.995 8.062.514.227 254.965.030 273.879.321

(*) Refers to the amounts in US Dollars, which is the functional currency of the Group. Presentation currency is Turkish Lira. For the conversion of US Dollar and Turkish Lira, see Note 2.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

Notes (Condensed
Unaudited)
(Turkish Lira)
Current Period
1 January -
31 March 2024
(Condensed
Unaudited)
(Turkish Lira)
Prior Period
1 January -
31 March 2023
(US Dollar*)
Current Period
1 January -
31 March 2024
(US Dollar*)
Prior Period
1 January -
31 March 2023
Revenue
Cost of Sales (-)
1
1
1
1
6.031.056.309
(5.596.188.042)
3.563.714.137
(3.308.985.861)
195.407.475
(181.317.653)
189.029.377
(175.517.876)
GROSS PROFIT 434.868.267 254.728.276 14.089.822 13.511.501
General Administrative Expenses (-)
Marketing, Sales and Distribution Expenses (-)
Other Income From Operating Activities
Other Expenses From Operating Activities (-)
1
2
1
2
1
3
1
3
(62.203.275)
(124.802.072)
1.300.146
(72.038.767)
(30.548.990)
(57.890.986)
5.124.560
(15.705.694)
(2.015.399)
(4.043.613)
42.125
(2.334.071)
(1.620.404)
(3.070.700)
271.820
(833.074)
OPERATING PROFIT 177.124.299 155.707.166 5.738.864 8.259.143
Income From Investing Activities 17.013.008 7.258.195 551.225 384.995
OPERATING PROFIT BEFORE FINANCE EXPENSE 194.137.307 162.965.361 6.290.089 8.644.138
Finance Income
Finance Expenses (-)
1
5
1
5
74.074
(109.973.031)
91.228
(41.108.068)
2.400
(3.563.149)
4.839
(2.180.487)
PROFIT BEFORE TAX FROM CONTINUING OPERATIONS 84.238.350 121.948.521 2.729.340 6.468.490
Tax Expense From Continuing Operations (-)
Current tax expense (-)
Deferred tax income / (expense)
(21.449.647)
(28.364.201)
6.914.554
(39.639.687)
(32.718.955)
(6.920.732)
(694.973)
(919.006)
224.033
(2.102.599)
(1.735.505)
(367.094)
PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS 62.788.703 82.308.834 2.034.367 4.365.891
PROFIT FOR THE YEAR 62.788.703 82.308.834 2.034.367 4.365.891
Attributable to:
Owners of the Company/Parent
62.788.703
62.788.703
82.308.834
82.308.834
2.034.367
2.034.367
4.365.891
4.365.891
Earnings Per Share 1
8
0,16 0,21 0,01 0,01
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified subsequently to profit or loss 248.954.168 36.396.749 - -
Currency translation differences 248.954.168 36.396.749 - -
OTHER COMPREHENSIVE INCOME 248.954.168 36.396.749 - -
TOTAL COMPREHENSIVE INCOME 311.742.871 118.705.583 2.034.367 4.365.891
Profit attributable to:
Owners of the Company/Parent 311.742.871 118.705.583 2.034.367 4.365.891
311.742.871 118.705.583 2.034.367 4.365.891

(*) Refers to the amounts in US Dollars, which is the functional currency of the Group. Presentation currency is Turkish Lira. For the conversion of US Dollar and Turkish Lira, see Note 2.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

Accumulated other compherensive income or
expenses that will not be reclassified subsequently
to profit or loss Retained earnings
Accumulated gain / (loss) on Currency Prior Years'
remeasurement of defined Translation Restricted Profits or Net Profit
Notes Share capital Share premium benefit plans Differences reserves Losses or Loss Total equity
Balances as of 1 January 2023 (Beginning of the Period) 393.516.000 30.000.000 (8.249.119) 911.753.844 13.880.245 22.057.466 103.680.477 1.466.638.913
Transfers - - - - - 103.680.477 (103.680.477) -
Net income - - - - - - 82.308.834 82.308.834
Other compherensive income - - - 36.396.749 - - - 36.396.749
Total compherensive income - - - 36.396.749 - - 82.308.834 118.705.583
Balances as of 31 March 2023 (End of the Period) 1
0
393.516.000 30.000.000 (8.249.119) 948.150.593 13.880.245 125.737.943 82.308.834 1.585.344.496
Balances as of 1 January 2024 (Beginning of the Period) 393.516.000 30.000.000 (15.852.471) 1.801.103.824 13.880.245 125.737.943 195.742.392 2.544.127.933
Transfers - - - - - 195.742.392 (195.742.392) -
Net income - - - - - - 62.788.703 62.788.703
Other compherensive income - - - 248.954.168 - - - 248.954.168
Total compherensive income - - - 248.954.168 - - 62.788.703 311.742.871
Balances as of 31 March 2024 (End of the Period) 1
0
393.516.000 30.000.000 (15.852.471) 2.050.057.992 13.880.245 321.480.335 62.788.703 2.855.870.804

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

(Condensed (Condensed
Unaudited) Unaudited)
Current Period Prior Period
1 January - 1 January -
Notes 31 March 2024 31 March 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the period 62.788.703 82.308.834
Adjustments for:
Depreciation and amortisation expenses 10.288.176 2.981.611
Provisions for employee termination benefits 4.445.258 2.510.276
Allowance for doubtful receivables 5 1.072.925 23.528
Unused vacation provision 4.377.349 3.120.819
Bonus provision 13.728.122 7.090.708
Allowance for inventories 7 93.950 (294.649)
Income tax expense 21.449.647 39.639.687
Interest income (17.013.008) (7.258.195)
Interest and commissions expense 15 97.753.510 39.335.405
Derivative expense 333.817 417.500
Net foreign exchange loss 2.499.986 48.097.413
Net cash genereated before movement in working capital 201.818.435 217.972.937
Changes in trade receivables 638.363.137 (198.230.673)
Changes in inventories (150.195.860) (196.814.666)
Changes in other receivables and other assets (53.952.124) (4.645.550)
Changes in trade payables (537.738.750) 367.449.737
Changes in other payables (27.192.388) (61.107.294)
Net cash generated from operations 71.102.450 124.624.491
Income taxes paid (148.130.688) (47.777.587)
Collections from doubtful receivables 5 29.660 93.773
Employee termination and unused vacation benefits paid (2.419.771) (3.879.151)
Bonus paid (9.967.220) (9.612.596)
Net cash (used in) / generated from operating activities ( 89.385.569) 63.448.930

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

(Condensed (Condensed
Unaudited) Unaudited)
Current Period Prior Period
1 January - 1 January -
Notes 31 March 2024 31 March 2023
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
14.881.818
17.013.008
5.677.736
7.258.195
Purchases of tangible and intangible assets (1.757.026) (1.580.459)
Cash out-flows from purchase of financial assets (374.164) -
CASH FLOWS FROM FINANCING ACTIVITIES (64.179.497) (43.705.498)
Interest and commissions paid (97.401.198) (38.947.077)
Changes in other payables to related parties (47.281.827) -
Proceeds from borrowings 224.511.526 -
Repayment of borrowings (133.532.756) -
Payments due to lease contracts (10.475.242) (4.758.421)
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS
BEFORE FOREIGN CURRENCY TRANSLATION EFFECTS ( 138.683.248) 25.421.168
THE EFFECT OF FOREIGN CURRENCY TRANSLATION DIFFERENCES IN
CASH AND CASH EQUIVALENTS 43.678.420 15.663.175
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (95.004.828) 41.084.343
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 3 517.642.604 637.658.607
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 3 422.637.776 678.742.950

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

1. ORGANIZATION AND OPERATIONS OF THE GROUP

Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. ("Penta" or the "Company") and its subsidiaries (all together referred as the "Group"), comprise the parent Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. and two subsidiaries in which the Company owns the 100% share of the capital or has controlling interest.

The current operations of the Company started under the roof of Penta Bilgisayar Sistemleri Ticaret Ltd. Şti. ("Penta Bilgisayar") which was established in 1990. In 2012, Penta Bilgisayar was merged with Mersa Elektronik ve Teknolojik Ürünler Ticaret A.Ş. ("Mersa"), a subsidiary of Yıldız Holding A.Ş., which was established in 2003. Although the merger was realized under Mersa, the name of the Company was changed to Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. in the period following the merger. The Company is registered in Istanbul, Türkiye in accordance with the provisions of the Turkish Commercial Code. The Company's head office address is Organize Sanayi Bölgesi, 4. Cadde No: 1 34775 Yukarı Dudullu, Ümraniye / Istanbul.

Principal activities of the Company are distribution of computer, hardware and software goods. The Company purchases the trade goods from domestic and foreign suppliers and distributes them mostly to its domestic customers via its sales network. It executes the distributorship of the brands like Acer, Adobe, Asus, Autodesk, Brother, Canon, Corsair, Cricut, Dell, HP, Exper, Huawei, IBM, Intel, Lenovo, Lexar, Logitech, Microsoft, MSI, OKI, TP-Link, Viewsonic, Wacom, Xerox, xFusion and Zyxel.

The Company's shares are publicly traded on Borsa İstanbul ("BIST") as of 17 May 2021. The free float ratio of the shares is 38,87% as of March 31, 2024.

The Company acquired 100% shares of Comonwealth Finance Investment Ltd. ("Commonwealth") for a consideration of TL 3.277 on 1 September 2013. Commonwealth's principal activity is the sale of imported goods from the vendors to Penta.

On 3 January 2014, the Company acquired 100% shares of Ekip Elektronik Sistemler ve Malzemeleri Ticaret A.Ş. ("Ekip") and Beyaz İletişim Sistemleri Dış Ticaret ve Sanayi Ltd. Şti. ("Beyaz İletişim"). On 4 March 2014, Ekip and Beyaz İletişim have been merged under Penta.

The Company acquired 100% shares of Sayısal Grafik Sanayi ve Ticaret A.Ş. ("Sayısal") for a consideration of TL 11.892.295 on 18 June 2015. After the acquisition, on 30 July 2015 Sayısal has been merged under Penta.

The Company acquired 100% shares of Exper Bilgisayar Sistemleri Sanayi ve Ticaret A.Ş. ("Exper") for a consideration of TL 85.400.000 on 22 June 2017. After the acquisition, on 28 June 2017 Exper has been merged under Penta.

The company acquired 100% shares of Arlington Investments B.V. for 20.000 Euros which was a non-operational company as of acquisition date. The company was established in the Netherlands and the commercial title of the company changed as Penta International B.V. ("Penta BV").

Total number of the Group's employees is 355 as of March 31, 2024 (December 31, 2023: 358).

Approval of Condensed Consolidated Financial Statements:

The condensed consolidated financial statements have been approved by Board of Directors and authorized on the date of May 6, 2024 for publishing. General Assembly has the authority to amend / modify condensed consolidated financial statements.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

2. BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.1 Basis of the Presentation

The Group has prepared its condensed consolidated financial statements for the interim period ending on 31 March 2024, in accordance with TMS 34 "Interim Financial Reporting" standard, within the framework of the Capital Markets Board's ("CMB") Communiqué Serial: II, 14.1 and the announcements explaining this communiqué.

The accompanying financial statements have been prepared in accordance with the provisions of the CMB's Communiqué Series II, No. 14.1 on the "Principles Regarding Financial Reporting in the Capital Markets" published in the Official Gazette dated 13 June 2013 and numbered 28676. Based on the Turkish Accounting Standards / Turkish Financial Reporting Standards ("TMS/TFRS"), which were put into effect by the Public Oversight Accounting and Auditing Standards Authority ("POA"), and their annexes and comments.

Interim condensed consolidated financial statements are presented in accordance with the formats specified in the "Announcement on TFRS Taxonomy" published by the POA on October 4, 2022 and the Financial Statement Examples and User Guide published by the CMB.

The Company complies with the principles and conditions issued by the CMB, the Turkish Commercial Code ("TCC"), the tax legislation and the Uniform Chart of Accounts issued by the Ministry of Finance in keeping accounting records and preparing its statutory financial statements. Subsidiaries operating in foreign countries have prepared their statutory financial statements in accordance with the laws and regulations applicable in the countries in which they operate. Condensed consolidated financial statements have been prepared on the basis of historical cost, except for derivative instruments shown at fair value. As the Group uses US Dollar as its functional currency, TMS 29 (Financial Reporting in Hyperinflationary Economies) has not been applied in the preparation of the financial statements. Explanations regarding the functional currency are given in Note 2.2.

The condensed consolidated interim financial statements of the Group do not include all of the disclosures and footnotes required in the year-end financial statements and therefore the condensed consolidated interim financial statements of the Group should be read in conjunction with the financial statements as at December 31, 2023.

2.2 Functional Currency

The financial statements of each enterprise of the Group are presented in the currency (functional currency) valid in the basic economic environment in which they operate. The company mainly uses USD in its operations (trading). The US dollar also reflects the economic basis of situations and events that are important to the Company. The Company's purchase and sales prices are largely based on US Dollars. The Company, by evaluating the economic environment and its activities, has determined the functional currency as USD in accordance with TAS 21 (Effects of Changes in Exchange Rates). Although the functional currency of the Group is US Dollars, the presentation currency is expressed in Turkish Lira ("TL" or "TRY").

If the legal records are kept in a currency other than the functional currency, the financial statements are first converted to the functional currency and then back to TL, which is the Group's presentation currency. For companies in Türkiye, the functional currency of the statutory records is TL. Conversion of TL into US Dollars is based on the framework described below;

  • Monetary assets and liabilities accounts, T.C. The Central Bank ("CBRT") is converted to the functional currency with the foreign exchange buying rate.
  • Non-monetary items are converted into functional currency with the CBRT buying rates valid on the date of the transaction.
  • Income statement accounts have been converted to the functional currency using the exchange rates on the transaction date, excluding depreciation charges..
  • Capital has been tracked according to historical costs.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

2. BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

2.2 Functional Currency (cont'd)

The translation differences resulting from the above conversions are recorded in the profit or loss statement, in the foreign exchange income / expense accounts included in the financial income and expenses item.

The exchange rates and methods used in converting from functional currency to presentation currency are listed below:

Items in the condensed consolidated statement of financial position are translated into Turkish Lira with the exchange rates announced by the Central Bank of the Republic of Türkiye ( "CBRT"). Equity items are shown with their historical values. Income and expenses and cash flows are translated at the annual average exchange rate for the relavent period. Translation gain/loss arising from this conversion has been included in the "foreign currency translation differences" account under equity and accounted as a separate component of the other comprehensive income.

Average USD / TRY exchange rates for each period are as follows:

31 March
2024
31 December
2023
31 March
2023
31 December
2022
USD / TRY – as of reporting date 32,2854 29,4382 19,1532 18,6983
USD / TRY – average for the period 30,8640 23,7438 18,8527 16,5638

The USD ("USD") amounts shown in the condensed consolidated financial statements are the financial statements prepared in accordance with the functional currency of the Group and are not part of the condensed consolidated financial statements.

2.3 Going Concern

The condensed consolidated financial statements of the Group are prepared on a going concern basis, which presumes the realization of assets and settlement of liabilities in the normal course of operations and in the foreseeable future.

2.4 Changes in Accounting Policies

Important changes on the accounting policies are accounted retrospectively and prior period's financial statements are restated. The Group did not apply any changes in its accounting policies for current period.

2.5 Changes and Errors in Accounting Estimates, Comparative Information and Restatement of Prior Period Financial Statements

The effect of a change in an accounting estimate is recognized prospectively by including it in profit or loss in the period of the change, if the change affects that period only, in the period of the change and future periods, if the change affects both. The Group does not have any important changes in the accounting estimates in the current year. Significant accounting errors are corrected retrospectively, by restating the prior period consolidated financial statements.

To enable the determination of financial status and performance trends, the Group's condensed consolidated financial statements for the current period are prepared in comparison with the previous period.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

2. BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

2.6 Basis of Consolidation

The details of subsidiaries are as follows:

Proportion of ownership interest and voting power held by the Group (%)

Name of subsidiaries Principal activity Place of incorporation
and operation
31 March 2024 31 December 2023
Commonwealth Finance
Investment Ltd.
International Trade of IT
Products
British Virgin Islands 100% 100%
Penta International B.V. International Trade of IT
Products
Netherlands 100% 100%

Functional currencies of these subsidiaries are US Dollar.

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company:

  • has power over the investee;
  • is exposed, or has rights, to variable returns from its involvement with the investee; and
  • has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than the majority of the voting rights of an investee, it has still power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

  • the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
  • potential voting rights held by the Company, other vote holders or other parties;
  • rights arising from other contractual arrangements; and
  • any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

2. BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

2.6 Basis of Consolidation (cont'd)

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

2.7 Application of New and Revised International Financial Reporting Standards (TFRSs)

The accounting policies adopted in preparation of the condensed consolidated financial statements as at March 31, 2024 are consistent with those of the previous financial year, except for the adoption of new and amended TFRS and TFRS interpretations effective as of January 1, 2024 and thereafter.

  • a. Standards, amendments, and interpretations applicable as of 31 March 2024:
  • Amendment to TFRS 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 TFRS 16 to explain how an entity accounts for a sale and leaseback after the date of the transaction. Sale and leaseback transactions where some or all the lease payments are variable lease payments that do not depend on an index or rate are most likely to be impacted.
  • Amendment to TMS 1 – Non-current liabilities with covenants; effective from annual periods beginning on or after 1 January 2024. These amendments clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The amendments also aim to improve information an entity provides related to liabilities subject to these conditions.
  • Amendments to TMS 7 and TFRS 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 TMSB's response to investors' concerns that some companies' supplier finance arrangements are not sufficiently visible, hindering investors' analysis.
  • TSRS 1, '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.
  • TSRS 2, '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:
  • Amendments to TMS 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.

These changes are not expected to have a significant impact on the Group's financial position and performance.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

2. BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

2.8 Critical Accounting Judgments and Key Sources of Estimation Uncertainty

Critical judgments in applying the Group's accounting policies

In the process of applying the Group's accounting policies, the Group Management has made the following judgments that have the most significant effect on the amounts recognized in the financial statements:

Useful life of property, plant and equipment and intangible assets

The Group has calculated the depreciation and amortization amounts in accordance with TFRS. The calculations are based on the Group Management's expectations regarding the useful life of the related assets.

Duration of Leasing Liabilities

The Group's leasing liabilities within the scope of TFRS 16 are related to vehicle and building leasing contracts. The lifetime of the leasing agreements for vehicles are determined on the basis of the relevant lease agreement. The lifetime of the lease contracts for buildings are determined based on the best estimate of the period in which the management plans to use the asset in lease contracts and auto-renewal contracts.

Doubtful receivables provision

A credit risk provision for trade receivables is established if there is objective evidence that the Group will not be able to collect all amounts due. The amount of the provision is the difference between the carrying amount and the recoverable amount. The recoverable amount is the present value of all cash flows, including amounts recoverable from guarantees and collateral, discounted based on the original effective interest rate of the originated receivables at inception.

Severance benefits

Under Turkish Law and union agreements, lump sum payments are made to employees retiring or involuntarily leaving the Group. Such payments are considered as being part of defined retirement benefit plan as per TAS 19 (Revised) Employee Benefits ("TAS 19"). The retirement benefit obligation recognized in the condensed consolidated statement of financial position represents the present value of the defined benefit obligation. The actuarial gains and losses are recognized in other comprehensive income.

Inventory impairment provision

When the net realizable value of inventories is less than their cost, the inventories are reduced to their net realizable value and are reflected to profit and loss as loss. According to the expectations of the Group, as the net realizable value of the inventories are below of their cost value, for some part of the inventories the Group has allocated provision and reduced to their net realizable value.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

3. DISCLOSURES RELATED TO STATEMENT OF CASH FLOWS

31 March 31 December
2024 2023
Cash on banks 415.310.152 498.979.021
Demand deposits 310.810.152 361.087.510
Time deposits 104.500.000 137.891.511
Credit card receivables 7.327.624 18.663.583
422.637.776 517.642.604

The average maturity of credit card receivables is 1 day as of 31 March 2024 (31 December 2023: 1 day).

The Group subtracts the blocked deposits held in banks (March 31, 2024: TL 999.990, December 31, 2023: TL 554.910) from cash and cash equivalents and presents them under Financial Assets (Restricted Bank Deposits) in the condensed consolidated statement of financial position.

31 March
Currency Type Maturity Interest Rate 2024
TRY April 1, 2024 35%-46% 104.500.000
104.500.000
31 December
Currency Type Maturity Interest Rate 2023
TRY January 2, 2024 32%-42,5% 137.891.511
137.891.511

4. RELATED PARTY DISCLOSURES

Trade receivables from related parties arise mainly from sales transactions. Trade receivables from related companies have 2 months of maturities on average. These receivables are by nature not secured and bear no interest.

Trade payables to related parties arise mainly from purchase of goods and services. Trade payables to related companies have 2 months of maturities on average. Non-trade payables are comprised of short term financial liabilities and long-term financial debts in the scope of the parent company's (Yıldız Holding) syndication loan agreement. Interest rates within the scope of the syndication loan agreement is fixed at 6,80% for USD denominated liabilities (2023: 6,80%).

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

4. RELATED PARTY DISCLOSURES (cont'd)

Details of transactions between the Group and other related parties are disclosed below.

a) The detail of trade and non-trade receivables and payables as of 31 March 2024 and 31 December 2023 is as follows:

31 March 2024
Receivables
Current
Payables
Current
Balances with Related Parties Trade Non-Trade Trade Non-Trade
Yıldız Holding A.Ş. (*) - - 2.705.807 771.476.841
Ülker Bisküvi San. A.Ş. 1.218.806 - - -
Kerevitaş Gıda San. Ve Tic. A.Ş. 728.294 - - -
Şok Marketler Tic. A.Ş. - - 583.107 -
İzsal Gayrimenkul Geliştirme A.Ş. 86.267 - 321.304 -
Önem Gıda San. ve Tic. A.Ş. 212.083 - - -
Polinas Plastik San. ve Tic. A.Ş. 185.738 - - -
Horizon Hızlı Tüketim Ürünleri Üretim Paz. Satış ve Tic. A.Ş. 178.248 - - -
Other 266.870 - 360.176 -
2.876.306 - 3.970.394 771.476.841
31 December 2023
Balances with Related Parties Receivables
Current
Payables
Current
Yıldız Holding A.Ş. (*) - - -
Ülker Bisküvi San. A.Ş. 1.129.632 - - -
Kerevitaş Gıda San. Ve Tic. A.Ş. 736.603 - - -
Horizon Hızlı Tüketim Ürünleri Üretim Paz. Satış ve Tic. A.Ş. 386.288 - - -
Marsa Yağ San. ve Tic. A.Ş. 313.340 - - -
Önem Gıda San. ve Tic. A.Ş. 290.702 - - -
Continental Confectionery Company Gıda San. ve Tic. A.Ş. 225.143 - - -
Şok Marketler Tic. A.Ş. 222.082 - - -
Donuk Fırıncılık Ürünleri Sanayi ve Tic. A.Ş. 163.441 - - -
Polinas Plastik San. ve Tic. A.Ş. 155.816 - - -
Diğer 509.605 - 288.583 -
4.132.652 - 288.583 748.539.065

(*) As of 31 March 2024 and 31 December 2023, non-trade payables to Yıldız Holding consist of financial debt.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

4. RELATED PARTY DISCLOSURES (cont'd)

b) The details of transactions with related parties in the interim period from 1 January to 31 March 2024 and 2023 are as follows:

1 January - 31 March 2024
Transactions with related parties Sales Purchases Interest Income Interest Expense
Yıldız Holding A.Ş. 560.336 5.806.723 74.074 85.774
Ülker Bisküvi San. A.Ş. 1.531.365 1.629 - -
İzsal Gayrimenkul Geliştirme A.Ş. 508.574 958.124 - -
Şok Marketler Tic. A.Ş. 410.867 857.056 - -
Önem Gıda San. ve Tic. A.Ş. 430.597 - - -
Bizim Toptan Satış Mağazaları A.Ş. 366.902 62.647 - -
Polinas Plastik San. ve Tic. A.Ş. 175.008 - - -
Horizon Hızlı Tüketim Ürünleri Üretim Paz. Satış ve Tic. A.Ş. 167.989 - - -
Kerevitaş Gıda Sanayi ve Ticaret A.Ş. 44.554 - - -
Sağlam İnş.Taah.Tic. A.Ş. 34.480 3.199 - -
Azmüsebat Çelik San. ve Tic. A.Ş. 4.635 - - -
Other 315.705 362.176 - -
4.551.013 8.051.553 74.074 85.774
Transactions with related parties 1 January - 31 March 2023
Sales Purchases Interest Income Interest Expense
Yıldız Holding A.Ş. 312.691 1.933.049 80.152 14.803.477
Şok Marketler Tic. A.Ş. 794.129 361.671 - -
İzsal Gayrimenkul Geliştirme A.Ş. 363.343 448.819 - -
G2MEKSPER Satış ve Dağıtım Hizmetleri A.Ş. 641.933 - - -
Ülker Bisküvi San. A.Ş. 430.377 - - -
Bizim Toptan Satış Mağazaları A.Ş. 347.958 1.539 - -
Biskot Bisküvi Gida San.Tic. A.Ş. 321.104 - - -
Ülker Çikolata Sanayi A.Ş. 270.700 - - -
Horizon Hızlı Tüketim Ürünleri Üretim Paz. Satış ve Tic. A.Ş. 221.585 - - -
Sağlam İnş.Taah.Tic. A.Ş. 213.435 - - -
Azmüsebat Çelik San. ve Tic. A.Ş. 163.954 - - -
Other 514.137 155.586 - -
4.595.346 2.900.664 80.152 14.803.477

The companies in the list consist of Yıldız Holding and its related parties. Purchases from Yıldız Holding mainly consist of service purchases. Trade receivables from other companies arise from sales of commercial goods, trade payables from other companies arise from purchases of products and services.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

4. RELATED PARTY DISCLOSURES (cont'd)

Compensation of key management personnel:

The key management personnel of the Group consists of board members, the general manager and the directors. The benefits provided to key management comprise benefits such as salary and premiums. The remuneration of top management during the period were as follows:

1 January - 1 January -
31 March 2024 31 March 2023
Salaries and other current benefits 25.561.743 12.963.729
25.561.743 12.963.729

5. TRADE RECEIVABLES AND PAYABLES

a) Trade Receivables

The details of the Group's trade receivables are as follows:

Short term trade receivables 31 March
2024
31 December
2023
Trade receivables 4.813.985.530 5.032.607.834
Notes receivables 153.187.475 170.882.481
Due from related parties (Note 4) 2.876.306 4.132.652
Revenue accruals 63.506.706 -
Doubtful receivables 92.935.881 91.788.661
Provision for doubtful receivables (-) (92.935.881) (91.788.661)
5.033.556.017 5.207.622.967

The average maturity of trade receivables is 65 days (December 31, 2023: 62 days)

Allowances for doubtful receivables are recognized against trade receivables based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty. Movements of provision for doubtful trade receivables are as follows:

1 January - 1 January -
Movement of provision for doubtful receivables 31 March 2024 31 March 2023
Balance at beginning of the year 91.788.661 91.499.925
Charge for the year (Note 13) 1.072.925 23.528
Collections (Note 13) (29.660) (93.773)
Translation difference 103.955 (6.075)
Closing balance 92.935.881 91.423.605

Explanations about the nature and level of risks related to trade receivables are provided in Note 17.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

5. TRADE RECEIVABLES AND PAYABLES (cont'd)

b) Trade Payables

The details of the Group's trade payables are as follows:

31 March 31 December
Short term trade payables 2024 2023
Trade payables 3.539.237.837 3.606.170.256
Due to related parties (Note 4) 3.970.394 288.583
Expense accruals (*) 358.790.514 464.325.864
3.901.998.745 4.070.784.703

(*) Mainly consist of cost accruals such as price protection and marketing support to be provided to the Group's customers within the framework of the operational activities and preferences of the Group's suppliers.

The average maturity of trade payables is 54 days (December 31, 2023: 54 days).

6. OTHER PAYABLES

Other Payables
----------------
31 March 31 December
Short Term Other Payables 2024 2023
Non-trade payables to related parties (Note 4) 771.476.841 748.539.065
Other payables 11.755.211 230.266
783.232.052 748.769.331

7. INVENTORIES

31 March 31 December
2024 2023
Raw materials 102.245.344 52.257.162
Finished goods 1.370.096 9.664.885
Trade goods 2.362.323.525 2.045.198.367
Consignment goods 17.618.950 14.305.376
Other inventory 181.896 19.429
Allowance for impairment on inventory (-) (53.757.935) (48.927.495)
2.429.981.876 2.072.517.724

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

7. INVENTORIES (cont'd)

1 January - 1 January -
Movement of allowance for impairment on inventory 31 March 2024 31 March 2023
Opening balance (48.927.495) (47.369.694)
Charge for the year / cancel of allowance, net (93.950) 294.649
Translation differences (4.736.490) (1.129.605)
Closing balance (53.757.935) (48.204.650)

8. PREPAID EXPENSES AND CONTRACT LIABILITIES

31 March 31 December
Short term prepaid expenses 2024 2023
Prepaid expenses 12.431.203 5.572.121
Advances paid for trade goods 776.593 544.931
13.207.796 6.117.052
31 March 31 December
Short term deferred income 2024 2023
Short term deferred income (*) 25.672.156 155.516.005
Provision for revenue premiums (**)
Türev araçlar hariç 373 hs
15.672.464 33.398.668
41.344.620 188.914.673

(*) Deferred income related to products which are not delivered yet as of the year end but invoiced in current period. All deferred income as at 31 December 2023 was recognized as revenue in 2024.

(**) Provision of revenue premiums consists of estimated after sales cost provisions that may given to the customers.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

9. COMMITMENTS

Collaterals-Pledge-Mortgage ("CPM")

The Group's collaterals/pledge/mortgage position as at 31 March 2024 and 31 December 2023 is as follows;

31 March 2024 TL Equivalent USD TL Euro
A. CPM given on behalf of its own legal entity
-Collateral 1.296.046.147 39.505.443 11.896.543 250.000
B. Total amounts of CPM given on behalf of
subsidiaries that are included in full
consolidation
-Collateral - - - -
C. Total amounts of CPM given in order to
guarantee third parties debts for routine trade
operations
-Collateral - - - -
D. Total amounts of other CPM given
i. Total amount of CPM given on behalf of
parent company
-Collateral - - - -
ii. Total amount of CPM given on behalf of
other group companies that are not included
group B and C
-Collateral 859.400.745 17.934.326 280.383.856 -
iii. Total amount of CPM given on behalf of
third parties that are not included group C
-Collateral - - - -
Total 2.155.446.892 57.439.769 292.280.399 250.000

The ratio of other CPM's that is given by the Group to equity is 30% as of 31 March 2024 (31 December 2023: 55%).

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

9. COMMITMENTS (cont'd)

Collaterals-Pledge-Mortgage ("CPM") (cont'd)

31 December 2023 TL Equivalent USD TL Euro
A. CPM given on behalf of its own legal entity
-Collateral 1.153.570.950 38.505.443 11.896.543 250.000
B. Total amounts of CPM given on behalf of
subsidiaries that are included in full
consolidation
-Collateral - - - -
C. Total amounts of CPM given in order to
guarantee third parties debts for routine trade
operations
-Collateral - - - -
D. Total amounts of other CPM given
i. Total amount of CPM given on behalf of
parent company
-Collateral - - - -
ii. Total amount of CPM given on behalf of
other group companies that are not included
group B and C
-Collateral 1.403.081.891 35.329.310 363.050.597 -
iii. Total amount of CPM given on behalf of
third parties that are not included group C
-Collateral - - - -
Total 2.556.652.841 73.834.753 374.947.140 250.000

With the syndication loan agreement signed with various Turkish banks in 2018, Yıldız Holding A.Ş.and its group companies' short term debts are combined under the roof of Yıldız Holding A.Ş. In this context, the loans that were previously payable to banks were consolidated in the "other long term payables to Yıldız Holding A.Ş." account on 8 June 2018, in accordance with this syndication loan agreement.

As of 8 June 2018, the Company's cash loans amounting to TL 399,7 million and non-cash bank loans amounting to TL 206,4 million transferred to Yıldız Holding A.Ş. There has been no increase in the Company's total debt amount due to syndicated loan. As of the date of loan used, the Company became the guarantor of Yıldız Holding A.Ş., limited to the total bank loan risk exposure.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

10. SHARE CAPITAL, RESERVES AND OTHER EQUITY ITEMS

a) Share Capital

The share capital held is as follows:

31 March 31 December
Shareholders % 2024 % 2023
Gözde Girişim Serm.Yatırım Ort. A.Ş. 32,21 126.753.831 32,21 126.753.831
Mustafa Ergün 9,82 38.652.256 9,87 38.823.906
Bülent Koray Aksoy 7,02 27.617.870 7,02 27.617.870
Mürsel Özçelik 7,02 27.611.870 7,11 27.960.870
Sinan Güçlü 6,97 27.414.492 7,00 27.529.492
Other 36,96 145.465.681 36,79 144.830.031
Nominal Capital 100,00 393.516.000 100,00 393.516.000

As of March 31, 2024, the nominal capital of the Company is TL 393.516.000 (31 December 2023: TL 393.516.000) with a par value of TL 1 per share (31 December 2023: TL 1). 106.418.079 of the Company's shares consist of group A shares and 287.097.921 of them are group B shares. Group A shares are privileged shares; their only privilege is the privilege of nominating candidates for members of the Board of Directors.

b) Restricted Reserves

31 March
2024
31 December
2023
Legal Reserves 13.880.245 13.880.245
13.880.245 13.880.245

The legal reserves consist of first and second legal reserves, appropriated in accordance with the Turkish Commercial Code. The first legal reserve is appropriated out of historical statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of the historical paid-in share capital. The second legal reserve is appropriated after the first legal reserve and dividends, at the rate of 10% per annum of all cash dividend distributions. According to the Turkish Commercial Code, if the general legal reserve not exceed half of capital or the issued capital, only the closure of loss, to ease the work of the cross in front of or unemployment to continue the business when it goes well and the results used to take suitable measures.

c) Share Premiums

31 March 31 December
2024 2023
Share Premiums 30.000.000 30.000.000
30.000.000 30.000.000

The Company's shares are publicly traded on Borsa İstanbul as of 17 May 2021. The positive difference between the nominal value of the shares and the actual selling price are shown under share premiums.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

10. SHARE CAPITAL, RESERVES AND OTHER EQUITY ITEMS (cont'd)

d) Foreign Currency Translations

Foreign currency translation differences are the conversion differences that arise when converting the condensed consolidated financial statements in US Dollars, which is the functional currency of the Group, to Turkish Lira, which is the reporting currency (Note 2).

e) Distributable Profit

Details of the Group's net profit for the perod as of the reporting date and other profits that may be subject to profit distribution are given below:

31 March 31 December
2024 2023
Accumulated Gains 321.480.335 125.737.943
Net Profit for the Year 62.788.703 195.742.392
Total 384.269.038 321.480.335

11. REVENUE

1 January - 1 January -
a) Sales 31 March 2024 31 March 2023
Domestic sales 6.390.940.240 3.688.028.557
Export sales 25.528.664 10.893.279
Sales returns (-) (337.994.781) (96.187.361)
Sales discounts (-) (47.417.814) (39.020.338)
6.031.056.309 3.563.714.137
1 January - 1 January -
Sales Channels 31 March 2024 31 March 2023
Retail 1.943.729.597 1.040.502.231
Value-Added Reseller 1.500.187.960 1.065.277.978
Dealer 599.311.689 388.198.434
Marketplace 1.251.787.544 665.570.536
Sub-distributor and other 736.039.519 404.164.958
6.031.056.309 3.563.714.137
1 January - 1 January -
b) Cost of sales 31 March 2024 31 March 2023
Cost of goods sold (-) (49.612.275) (6.704.020)
Cost of merchandises sold (-) (5.546.575.767) (3.302.281.841)
(5.596.188.042) (3.308.985.861)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

12. GENERAL ADMINISTRATIVE EXPENSES AND SALES AND MARKETING EXPENSES

1 January - 1 January -
31 March 2024 31 March 2023
General administrative expenses (-) (62.203.275) (30.548.990)
Marketing, selling and distribution expenses (-) (124.802.072) (57.890.986)
(187.005.347) (88.439.976)
1 January - 1 January -
a) General administrative expenses details 31 March 2024 31 March 2023
Employee benefit expenses (21.538.010) (12.126.415)
Depreciation and amortization expenses (10.288.175) (2.981.611)
Consulting expenses (6.879.339) (2.705.268)
IT expenses (6.482.520) (2.444.385)
Insurance expenses (4.583.088) (2.705.004)
Meal expenses (4.067.844) (2.217.964)
Security expenses (2.726.557) (1.277.666)
Outsourcing expenses (2.724.180) (1.056.845)
Corporate communication expenses (764.686) (349.906)
Travel expenses (349.535) (110.194)
Taxes and other legal dues (224.968) (102.936)
Other (1.574.373) (2.470.796)
(62.203.275) (30.548.990)
1 January - 1 January -
b) Marketing, selling and distribution expenses details 31 March 2024 31 March 2023
Employee benefit expenses (88.609.124) (44.336.328)
Logistics expenses (21.438.474) (8.316.661)
Travel expenses (1.687.644) (547.501)
Meal expenses (1.592.582) (652.605)
Technical service expenses (1.416.874) (569.540)
Outsourcing expenses (1.122.524) (522.163)
Corporate communication expenses (1.094.407) (561.528)
Vehicle expenses (929.222) (448.657)
Other (6.911.221) (1.936.003)
(124.802.072) (57.890.986)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

13. OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES

The details of other income from operating activities are as follows:

1 January - 1 January -
31 March 2024 31 March 2023
29.660 93.773
1.270.486 5.030.787
1.300.146 5.124.560

(*) Consists of refund income from customs procedures, insurance compensation income and other extraordinary income items.

The details of other expenses from operating activities are as follows:

1 January - 1 January -
31 March 2024 31 March 2023
Foreign exchange loss (68.824.220) (14.967.758)
Provision for doubtful receivables (Note 5) (1.072.925) (23.528)
Other (2.141.622) (714.408)
(72.038.767) (15.705.694)

14. EXPENSES BY NATURE

1 January - 1 January -
31 March 2024 31 March 2023
Employee benefit expenses (110.147.134) (56.462.743)
Logistics expenses (21.438.474) (8.316.661)
Depreciation and amortization expenses (10.288.175) (2.981.611)
Consulting expenses (6.879.339) (2.705.268)
IT expenses (6.482.520) (2.444.385)
Meal expenses (5.660.426) (2.870.569)
Insurance expenses (4.583.088) (2.705.004)
Outsourcing expenses (3.846.704) (1.579.008)
Security expenses (2.726.557) (1.277.666)
Travel expenses (2.037.179) (657.695)
Corporate communication expenses (1.859.093) (911.434)
Technical service expenses (1.416.874) (569.540)
Vehicle expenses (929.222) (448.657)
Taxes and other legal dues (224.968) (102.936)
Other (8.485.594) (4.406.799)
(187.005.347) (88.439.976)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

15. FINANCE INCOME AND EXPENSES

1 January - 1 January -
31 March 2024 31 March 2023
Finance income (*) 74.074 91.228
Total finance income 74.074 91.228
1 January -
31 March 2024
1 January -
31 March 2023
Interest expense on bank loans (22.938.433) -
Interest expense on payables to related parties (17.335.753) (10.186.246)
Commission expenses on credit cards (19.070.032) (8.143.725)
Total interest expenses (59.344.218) (18.329.971)
Foreign exchange loss (12.145.447) (1.681.435)
Early payment discounts (24.467.992) (11.815.779)
Letter of bank guarantee expenses (9.891.449) (6.498.658)
Other finance expenses (4.123.925) (2.782.225)
Total finance expenses (109.973.031) (41.108.068)

(*) Finance income consists of interest income from the intragroup transactions.

16. FINANCIAL INSTRUMENTS

Financial Liabilities

The details of financial liabilities shown at amortized value are as follows:

31 March 31 December
Financial Liabilities 2024 2023
Bank Loans 234.851.102 127.364.048
Short-term other payables to related parties (Note 4, 6) 771.476.841 748.539.065
1.006.327.943 875.903.113
Details of bank loans:
31 March 2024
Currency Interest Rate Current Non- current
TRY 53,5% 234.851.102 -
234.851.102 -
31 December 2023
Currency Interest Rate Current Non- current
TRY 49,5% 127.364.048 -
127.364.048 -

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

17. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS

Financial Risk Factors

1) Capital risk management

31 March 31 December
2024 2023
Bank loans 234.851.102 127.364.048
Payables to related parties 771.476.841 748.539.065
Lease liabilities 42.918.726 48.789.077
Less: Cash and cash equivalents, financial assets and
receivables from related parties
423.637.766 518.197.514
Net financial debt 625.608.903 406.494.676
Equity 2.855.870.804 2.544.127.933
Total capital 3.481.479.707 2.950.622.609
Gearing ratio 17,97% 13,78%

2) Credit risk management

Explanations on the credit quality of financial assets

Allowances for doubtful receivables are recognized against financial assets based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty.

The methodology of the Group for credit quality rating is as follows:

Category Description Expected Credit Loss
Calculation Method
None ODR There are no overdue receivables. Credit losses are not incurred.
ODR < 90 The overdue period is less than 90
days.
Credit losses are not incurred.
ODR >=90 & <180 The overdue period is over 90 days
and less than 180 days.
25% of the total credit amount is
incurred as loss.
ODR >=180 & <270 The overdue period is over 180
days and less than 270 days.
50% of the total credit amount is
incurred as loss.
ODR >=270+ The overdue period is 270 days or
more.
100% of the total credit amount is
incurred as loss.

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. Financial instruments of the Group that will result in concentration of credit risk mainly include cash and cash equivalents and trade receivables. The Group's maximum exposure to credit risk is the same as the amounts recognized in the financial statements.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

17. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (cont'd)

Financial Risk Factors (cont'd)

2) Credit risk management (cont'd)

Explanations on the credit quality of financial assets (cont'd)

31 March 2024 Trade Receivables Total
Past due 1-30 days 624.012.502 624.012.502
Past due 1-3 months 23.183.661 23.183.661
Past due 3-12 months 11.512.877 11.512.877
Total past due trade receivables 658.709.040 658.709.040
Non-overdue 4.374.846.977 4.374.846.977
Total trade receivables 5.033.556.017 5.033.556.017
The part under guarantee with collateral and insurance 2.819.533.476 2.819.533.476
31 December 2023 Trade Receivables Total
Past due 1-30 days 345.683.568 345.683.568
Past due 1-3 months 5.817.871 5.817.871
Past due 3-12 months 11.571.126 11.571.126
Total past due trade receivables 363.072.565 363.072.565
Non-overdue 4.844.550.402 4.844.550.402
Total trade receivables 5.207.622.967 5.207.622.967
The part under guarantee with collateral and insurance 2.855.391.062 2.855.391.062

The Company has a credit insurance policy with Atradius Collections B.V. ("Atradius") for its domestic trade receivables. The details of this insurance policy are as follows:

  • The policy is valid between 1 January 2024 – 31 December 2024, and has been issued for 1 year.

  • The currency of the claims subject to the policy is determined as USD.

  • The collateral rate has been determined as 90% for trade receivables for which credit limit has been requested.

  • As of March 31, 2024, TL 2.736.305.321 of the total short-term receivables amounting to TL 5.033.556.017 has been covered by insurance (December 31, 2023: TL 2.732.363.411 of the total short-term receivables amounting to TL 5.207.622.967).

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

17. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (cont'd)

Financial Risk Factors (cont'd)

3) Market risk management

The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates.

Market risk exposures are supplemented by sensitivity analysis. During the current period, any change to either exposed risks or management and measurement methods of these risks, was not happened compared to the previous year.

3.1) Foreign currency risk management

Transactions denominated in foreign currencies result in foreign currency risk. The Group is exposed to foreign currency risk due to the translation of its foreign currency denominated assets and liabilities into its functional currency, US Dollar. The Group primarily focus on managing this risk naturally by having balances foreign currency based assets and liabilities. The Group Management ensures to take precautions where necessary by analysing the Group's foreign currency position. The Group is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to TL and Euro.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

17. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (cont'd)

Financial Risk Factors (cont'd)

3) Market Risk Management (cont'd)

3.1) Foreign currency risk management (cont'd)

The Group's foreign currency denominated monetary and non-monetary assets and monetary and non-monetary liabilities at the reporting date are as follows:

31 March 2024
Total
TL Equivalent TL Euro
1.
Trade receivables
396.676.145 358.724.933 1.090.480
2.a Monetary financial assets 186.908.529 182.787.415 118.415
2.b Non monetary financial assests - - -
3.
Other
27.714.497 9.906.195 511.699
4.
CURRENT ASSETS
611.299.171 551.418.543 1.720.594
5.
Trade receivables
- - -
6.a Monetary financial assets - - -
6.b Non monetary financial assests - - -
7.
Other
- - -
8.
NON CURRENT ASSETS
- - -
9.
TOTAL ASSETS
611.299.171 551.418.543 1.720.594
10. Trade payables 118.505.646 74.973.572 1.250.839
11. Financial liabilities 220.181.114 220.179.130 57
12.a Other monetary liabilities 165.017.899 156.533.585 243.786
12.b Other non monetary liabilities - - -
13. CURRENT LIABILITIES 503.704.659 451.686.287 1.494.682
14. Trade payables - - -
15. Financial liabilities - - -
16.a Other monetary liabilities - - -
16.b Other non monetary liabilities - - -
17. NON CURRENT LIABILITIES - - -
18. TOTAL LIABILITIES 503.704.659 451.686.287 1.494.682
19. Net assets / liability possition of
off-balance sheet derivatives (19a-19b) (64.570.800) (64.570.800) -
19.a Off-balance sheet foreign currency derivative assets (64.570.800) (64.570.800) -
19.b Off-balance sheet foreign currency derivative liabilities - - -
20. Net foreign currency asset liability position 43.023.713 35.161.456 225.912
21. Net foreign currency asset / liability position of monetary items
(1+2a+3+6a-10-11-12a-14-15-16a)
107.594.512 99.732.256 225.912
22. Fair value of foreign currency hedged financial assets (4.444.214) (4.444.214) -
23. Hedged amount of the assets with foreign currency - - -

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

17. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (cont'd)

Financial Risk Factors (cont'd)

3) Market Risk Management (cont'd)

3.1) Foreign currency risk management (cont'd)

31 December 2023
Total
TL Equivalent TL Euro
1.
Trade receivables
556.953.656 488.867.853 2.090.195
2.a Monetary financial assets 251.263.805 236.666.300 448.135
2.b Non monetary financial assests - - -
3.
Other
9.895.269 9.796.016 3.047
4.
CURRENT ASSETS
818.112.730 735.330.169 2.541.377
5.
Trade receivables
- - -
6.a Monetary financial assets - - -
6.b Non monetary financial assests - - -
7.
Other
- - -
8.
NON CURRENT ASSETS
- - -
9.
TOTAL ASSETS
818.112.730 735.330.169 2.541.377
10. Trade payables 139.381.077 56.514.737 2.543.949
11. Financial liabilities 120.180.365 120.178.508 57
12.a Other monetary liabilities 250.903.254 250.903.254 -
12.b Other non monetary liabilities - - -
13. CURRENT LIABILITIES 510.464.696 427.596.499 2.544.006
14. Trade payables - - -
15. Financial liabilities - - -
16.a Other monetary liabilities - - -
16.b Other non monetary liabilities - - -
17. NON CURRENT LIABILITIES - - -
18. TOTAL LIABILITIES 510.464.696 427.596.499 2.544.006
19. Net assets / liability possition of
off-balance sheet derivatives (19a-19b) (88.314.600) (88.314.600) -
19.a Off-balance sheet foreign currency derivative assets (88.314.600) (88.314.600) -
19.b Off-balance sheet foreign currency derivative liabilities - - -
20. Net foreign currency asset liability position 219.333.433 219.419.070 (2.629)
21. Net foreign currency asset / liability position of monetary items
(1+2a+3+6a-10-11-12a-14-15-16a)
307.648.034 307.733.670 (2.629)
22. Fair value of foreign currency hedged financial assets
23. Hedged amount of the assets with foreign currency
(4.110.397)
-
(4.110.397)
-
-
-

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

17. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (cont'd)

a) Financial Risk Factors (cont'd)

3) Market Risk Management (cont'd)

3.1) Foreign currency risk management (cont'd)

Foreign currency sensitivity analysis

The Group is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to TL and Euro.

The following table details the Group's sensitivity to a 10% increase and decrease in TL and Euro against USD. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit or equity.

31 March 2024
Profit / Loss
Valuation of Devaluation of
foreign currency foreign currency
9.973.226 (9.973.226)
(6.457.080) 6.457.080
3.516.146 (3.516.146)
786.226 (786.226)
- -
786.226 (786.226)
4.302.372 (4.302.372)

31

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2024

(Amounts expressed in Turkish Lira (TL))

17. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (cont'd)

Financial Risk Factors (cont'd)

3) Market Risk Management (cont'd)

3.1) Foreign currency risk management (cont'd)

Foreign currency sensitivity analysis (cont'd)

Valuation of Devaluation of
foreign currency foreign currency
30.773.367 (30.773.367)
(8.831.460) 8.831.460
21.941.907 (21.941.907)
(8.564) 8.564
- -
(8.564) 8.564
21.933.343 (21.933.343)
Profit / Loss

18. EARNINGS PER SHARE

1 January - 1 January -
31 March 2024 31 March 2023
Net profit for the year from continuing operations
Average number of shares outstanding during the period
62.788.703
393.516.000
82.308.834
393.516.000
Profit from per share from continuing operations 0,16 0,21

Diluted earnings per share is equal to earnings per share from continuing operations.

19. EVENTS AFTER THE REPORTING PERIOD

None.

SUPPLEMENTARY UNAUDITED INFORMATION

(Amounts expressed in Turkish Lira ("TRY") unless otherwise indicated)

APPENDIX I – SUPPLEMENTARY UNAUDITED INFORMATION

The supporting information not required by TFRS is considered important for the Group's financial performance by the Group Management and the calculation of earnings before interest, tax, depreciation and amortization "EBITDA" is presented below. The Group calculates the "EBITDA" amount by subtracting income from investing activities and other income from operating activities from profit for the period in the condensed consolidated statements of profit and loss and adding tax expense from continuing operations, finance expenses, expenses from investing activities, other expenses from operating activities and depreciation and amortization expenses.

(Turkish Lira) (Turkish Lira) (US Dollar*) (US Dollar*)
1 January - 1 January - 1 January - 1 January -
Notes 31 March 2024 31 March 2023 31 March 2024 31 March 2023
PROFIT FOR THE YEAR 62.788.703 82.308.834 2.034.367 4.365.891
(+) Tax Expense From Continuing Operations 2
3
21.449.647 39.639.687 694.973 2.102.599
(+) Finance Expenses 2
2
109.973.031 41.108.068 3.563.149 2.180.487
(-) Finance Income 2
2
(74.074) (91.228) (2.400) (4.839)
(-) Income From Investing Activities 2
0
(17.013.008) (7.258.195) (551.225) (384.995)
(+) Other Expenses From Operating Activities 1
9
72.038.767 15.705.694 2.334.071 833.074
(-) Other Income From Operating Activities 1
9
(1.300.146) (5.124.560) (42.125) (271.820)
(+) Depreciation and Amortisation Expenses 2
1
10.288.175 2.981.611 333.339 158.153
EBITDA 258.151.095 169.269.911 8.364.149 8.978.550

(*) Refers to the amounts in US Dollars, which is the functional currency of the Group. Presentation currency is Turkish Lira. For the conversion of US Dollar and Turkish Lira, see Note 2.

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