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MLP SAĞLIK HİZMETLERİ A.Ş.

Interim / Quarterly Report Jul 28, 2025

8921_rns_2025-07-28_3f81addb-e42c-4cc6-b17f-ff2fa6e89233.pdf

Interim / Quarterly Report

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(CONVENIENCE TRANSLATION OF THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH)

MLP SAĞLIK HİZMETLERİ A.Ş. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 JANUARY- JUNE 30, 2025

DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Maslak No1 Plaza Eski Büyükdere Caddesi Maslak Mahallesi No:1 Maslak, Sarıyer 34485 İstanbul, Türkiye

Tel: +90 (212) 366 60 00 Fax: +90 (212) 366 60 10 www.deloitte.com.tr

Mersis No :0291001097600016 Ticari Sicil No: 304099

(CONVENIENCE TRANSLATION OF THE REPORT ON REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL INFORMATION ORIGINALLY ISSUED IN TURKISH)

REPORT ON REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

To the General Assembly of MLP Sağlık Hizmetleri A.Ş.

Introduction

We have reviewed the accompanying condensed consolidated statement of financial position of MLP Sağlık Hizmetleri A.Ş. ("the Company") and its subsidiaries (together will be referred as "the Group") as of 30 June 2025, and the related condensed consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows and other explanatory notes for the six-month period then ended ("condensed consolidated interim financial information"). Group management is responsible for the preparation and fair presentation of this condensed consolidated interim financial information in accordance with Turkish Accounting Standards 34 "Interim Financial Reporting" ("TAS 34"). Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.

Scope of Review

We conducted our review in accordance with Independent Auditing Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of condensed consolidated interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Independent Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as "Deloitte Global") does not provide services to clients. Please see www.deloitte.com/ about to learn more about our global network of member firms.

© 2025. For information, contact Deloitte Touche Tohmatsu Limited

Conclusion

Based on our review, nothing has come to our attention that causes us to conclude that the accompanying condensed consolidated interim financial information is not prepared, in all material respects, in accordance with TAS 34 "Interim Financial Reporting".

Other Information

The Group Management is responsible for the other information, which is presented in Appendix 1. The other information comprises non-TAS measures.

Our conclusion on the condensed consolidated interim financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our review of the condensed consolidated interim financial information, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the condensed consolidated interim financial information or our knowledge obtained in the review or otherwise appears to be materially misstated. A review of condensed consolidated interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review audit procedures. Based on the review work we have performed, we have nothing to report in this regard.

DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU LIMITED

Volkan Becerik, SMMM Partner

İstanbul, 28 July 2025

CONVENIENCE TRANSLATION INTO ENGLISH OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 JANUARY – JUNE 30, 2025

INDEX PAGE
CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION 1-2
CONSOLIDATED INTERIM STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME 3
CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY 4
CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS 5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7-36
NOTE 1 ORGANIZATION AND OPERATIONS OF THE GROUP
NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 RELATED PARTY DISCLOSURES
NOTE 4 CASH AND CASH EQUIVALENTS
NOTE 5 FINANCIAL INSTRUMENTS
NOTE 6 TRADE RECEIVABLES AND PAYABLES
NOTE 7 OTHER RECEIVABLES AND PAYABLES
NOTE 8 INVENTORIES
NOTE 9 PREPAID EXPENSES AND DEFERRED INCOME
NOTE 10 PROPERTY, EQUIPMENT AND OTHER INTANGIBLE ASSETS
NOTE 11 RIGHT OF USE ASSETS
NOTE 12 PAYABLES FOR EMPLOYEE BENEFITS
NOTE 13 OTHER ASSETS AND LIABILITIES
NOTE 14 PROVISIONS
NOTE 15 COMMITMENTS
NOTE 16 SHARE CAPITAL/OTHER RESERVES
NOTE 17 REVENUE
NOTE 18 OPERATING EXPENSES
NOTE 19 OTHER INCOME AND EXPENSE FROM OPERATING ACTIVITIES
NOTE 20 INCOME AND EXPENSES FROM INVESTING ACTIVITIES
NOTE 21 FINANCE EXPENSES
NOTE 22 DISCLOSURES ON NET MONETARY POSITION GAINS (LOSSES)
NOTE 23 TAXES ON INCOME (DEFERRED TAX ASSET AND LIABILITIES INCLUDED)
NOTE 24 EARNINGS PER SHARE
NOTE 25 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
NOTE 26 EVENTS AFTER THE REPORTING PERIOD
APPENDIX I EARNINGS BEFORE INTEREST TAXES DEPRECIATION

AND AMORTISATION ("EBITDA") ........................................................................................................................ 37

CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

Unaudited Audited
Notes 30 June 2025 31 December 2024
ASSETS
Current Assets: 19,297,663 13,053,314
Cash and cash equivalents 4 8,786,441 3,182,421
Trade receivables 7,625,830 7,101,996
- Due from related parties 3,6 41,664 34,529
- Trade receivables from third parties 6 7,584,166 7,067,467
Other receivables 495,227 416,378
- Due from related parties 3,7 388,573 319,134
- Other receivables from third parties 7 106,654 97,244
Inventories 8 1,124,330 1,171,047
Prepaid expenses 9 611,583 730,362
Other current assets 13 654,252 451,110
Non-current Assets: 46,545,498 42,123,409
Trade receivables 6 1,053 1,229
Other receivables 7 1,288,270 869,887
Property plant and equipment 10 10,272,147 9,056,229
Intangible assets 10,776,600 10,729,420
- Goodwill 862,946 862,946
- Other intangible assets 10 9,913,654 9,866,474
Right of use assets 11 16,154,066 14,670,713
Prepaid expenses 9 5,395,562 3,950,838
Deferred tax assets 23 2,657,800 2,845,093
TOTAL ASSETS 65,843,161 55,176,723

CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

Unaudited Audited
Notes 30 June 2025 31 December 2024
LIABILITIES AND EQUITY
Current Liabilities: 12,333,770 15,376,037
Short term borrowings 5 526,333 2,915,595
Short term portion of long term borrowings 5 450,971 1,042,043
Obligations under finance leases 5 31,121 40,876
Short term lease liabilities 5 843,490 753,924
Trade payables 6,982,373 6,989,610
- Due to related parties 3,6 83,931 82,497
- Trade payables to third parties 6 6,898,442 6,907,113
Payables related to employee benefits 12 702,931 607,920
Other payables 414,426 477,644
- Due to related parties 3,7 18,244 21,286
- Other payables to third parties 7 396,182 456,358
Deferred income 9 1,834,405 1,881,591
Short term provisions 294,679 264,053
- Short term provisions for employment benefits 12 190,088 159,413
- Other short term provisions 14 104,591 104,640
Current tax liabilities 23 253,041 402,781
Non-current Liabilities: 23,774,789 12,343,189
Long term borrowings 5 10,471,611 -
Obligations under finance leases 5 11,834 16,414
Long term lease liabilities 5 5,249,432 4,552,144
Other payables 1,064,280 1,134,296
- Other payables to third parties 7 1,064,280 1,134,296
Deferred income 9 1,053 1,229
Long term provisions 283,379 237,575
- Long term provisions for employee benefits 12 283,379 237,575
Deferred tax liabilities 23 6,693,200 6,401,531
EQUITY: 29,734,602 27,457,497
Equity Attributable to the Owner of the Company: 28,474,794 26,399,659
Share capital 16 191,012 191,012
Adjustments for paid-in capital 3,726,732 3,726,732
Share premium 4,457,051 4,457,051
Treasury shares (915,624) (915,624)
Other comprehensive income or expenses that will not be reclassified (59,844) (99,379)
- Accumulated gain/(loss) on remeasurement of defined benefit plans (59,844) (99,379)
Accumulated other comprehensive income or loss to be
reclassified to profit or loss (39,977) 138
- Foreign currency translation differences arising to
the translation of foreign operations (39,977) 138
Restricted reserves 16 110,503 110,503
Accumulated income 18,720,442 12,850,653
Net profit for the period 2,284,499 6,078,573
Non-controlling interest 1,259,808 1,057,838
TOTAL LIABILITIES AND EQUITY 65,843,161 55,176,723

CONSOLIDATED INTERIM STATEMENT OF PROFIT OR LOSS FOR THE SIX-MONTH PERIOD ENDED 1 JANUARY - JUNE 30,2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

Unaudited Unaudited Unaudited Unaudited
1 January-30 1 April-30 1 January-30 1 April-30
Notes June 2025 June 2025 June 2024 June 2024
PROFIT OR LOSS
Revenue 17 24,331,101 11,870,799 22,054,186 10,400,429
Cost of sales (-) 17 (17,851,065) (8,817,347) (16,424,607) (7,809,443)
GROSS PROFIT 6,480,036 3,053,452 5,629,579 2,590,986
General administration expenses (-) 18 (2,173,047) (1,030,555) (1,807,923) (858,238)
Other income from operating activities 19 1,211,671 662,281 501,290 79,923
Other expenses from operating activities (-) 19 (1,041,455) (600,457) (686,067) (282,205)
OPERATING PROFIT 4,477,205 2,084,721 3,636,879 1,530,466
Income from investing activities 20 282 47 1,108,776 1,108,460
Expense from investing activities (-) 20 (1,831) 389 (7,619) (7,619)
OPERATING PROFIT BEFORE
FINANCE EXPENSE 4,475,656 2,085,157 4,738,036 2,631,307
Finance expenses (-) 21 (2,054,699) (1,043,544) (1,645,265) (772,107)
Monetary gain/(loss) 22 1,183,114 500,525 1,219,002 493,890
NET PROFIT BEFORE TAX 3,604,071 1,542,138 4,311,773 2,353,090
Tax expense from operations (1,117,602) (407,892) (1,535,976) (678,108)
Current tax expense 23 (651,817) (231,847) (375,446) (121,042)
Deferred tax gain/loss net 23 (465,785) (176,045) (1,160,530) (557,066)
NET PROFIT 2,486,469 1,134,246 2,775,797 1,674,982
Allocation of net profit
Non-controlling interest 201,970 89,713 356,853 255,928
Equity holders of the parent 2,284,499 1,044,533 2,418,944 1,419,054
NET PROFIT FOR THE YEAR 2,486,469 1,134,246 2,775,797 1,674,982
Basic gain per share 24 11,96 5,47 12,66 7,43
OTHER COMPREHENSIVE EXPENSES (580) (44,307) 18,289 (1,538)
Items that will not be reclassified
subsequently to profit or loss
Remeasurement of defined benefit plans 52,713 (30,175) 24,835 (2,050)
Income tax relating to items that will not be
reclassified subsequently (13,718) 7,544 (6,096) 512
Items That Will Be Reclassified to Profit or
Loss
Foreign Currency Translation Difference (40,115) (21,676) - -
TOTAL COMPREHENSIVE INCOME 2,485,889 1,089,939 2,794,086 1,673,444
Total comprehensive profit distribution
Non-controlling interest 201,970 89,713 356,853 255,927
Equity holders of the Parent 2,283,919 1,000,226 2,437,233 1,417,517

CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE SIX-MONTH PERIOD ENDED 1 JANUARY - JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

Other
comprehensive
income or expenses
that will not be
reclassified
Other
comprehensive
income and
(losses) to be
reclassified to
profit or loss
Accumulated gain
Share
capital
Positive
distinction
from share
capital
adjusment
Share
premium
Treasury
shares
Accumulated
gain/(loss) on
remeasurement of
defined benefit
plans
Foreign
currency
translation
differences
Restricted
reserves
Accumulated
deficit
Net profit for
the period
Equity
Attributabe to
the Owner of
the Company
Non
controlling
interest
Total equity
Balance as at January 1, 2024 208,037 3,729,570 4,457,051 (3,243,704) (68,708) - 110,355 8,528,581 7,600,476 21,321,658 395,766 21,717,424
Other comprehensive income for the period, net of tax - - - - 18,289 - - - - 18,289 - 18,289
Net profit for the period - - - - - - - - 2,418,944 2,418,944 356,853 2,775,797
Total comprehensive gain/(loss) for the period - - - - 18,289 - - - 2,418,944 2,437,233 356,853 2,794,086
Transfers - - - - - - - 7,600,476 (7,600,476) - - -
Dividend distribution - - - - - - - (9,814) - (9,814) - (9,814)
Increase/(decrease) due to share repurchase transactions - - - (771,035) - - - - - (771,035) - (771,035)
Balance as at June 30, 2024 208,037 3,729,570 4,457,051 (4,014,739) (50,419) - 110,355 16,119,243 2,418,944 22,978,042 752,619 23,730,661
-
Balance as at January 1, 2025 191,012 3,726,732 4,457,051 (915,624) (99,379) 138 110,503 12,850,653 6,078,573 26,399,659 1,057,838 27,457,497
Other comprehensive income for the period, net of tax - - - - 39,535 (40,115) - - - (580) - (580)
Net profit for the period - - - - - - - - 2,284,499 2,284,499 201,970 2,486,469
Total comprehensive gain/(loss) for the period - - - - 39,535 (40,115) - - 2,284,499 2,283,919 201,970 2,485,889
Transfers - - - - - - - 6,078,573 (6,078,573) - - -
Dividend distribution - - - - - - - (208,784) - (208,784) - (208,784)
Balance as at June 30, 2025 191,012 3,726,732 4,457,051 (915,624) (59,844) (39,997) 110,503 18,720,442 2,284,499 28,474,794 1,259,808 29,734,602

NOTES TO THE CONSOLIDATED CASH FLOWS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

Unaudıted Unaudıted
1 January- 30 1 January- 30
Notes June 2025 June 2024
CASH FLOWS FROM OPERATING ACTIVITIES 3,823,847 3,653,468
Profit / (loss) for the period 2,486,469 2,775,797
Profit / (loss) continuing operations 3,001,297
1,710,511
1,959,710
- Adjustments related to depreciation and amortization expenses 10-11 (5,861) 1,717,836
- Adjustments related to impairment (reversal (5,861) (8,250)
Adjustments related to impairment (reversal) of receivables 6 99,774 (8,250)
- Adjustments related to provisions
Adjustments related to (reversal) of provision for employment benefits
50,121
Adjustments related to lawsuit (reversal) of provision for lawsuit 39,532
60,242
18,290
- Adjustments related to interest (income) expense 772,235 31,831
Adjustments related to interest income (514,179) 1,153,134
Adjustments related to interest expense 21 1,286,414 (356,663)
1,509,797
- Adjustments related to tax (gain) loss 23 1,117,602 1,535,975
- Other adjustments related to non-cash items (70,816) 18,168
(1,549)
- Adjustments related to (gain) loss on sale of fixed assets
Adjustments related to (gain) loss on sale of tangible assets
(1,549) (7,314)
Adjustments for losses (gains) arising from disposal of subsidiaries or joint operations - (7,314)
Monetary gain/ loss 20 (620,599) (1,108,471)
22 (1,391,489)
Changes in working
- Adjustments related to increase in trade receivables
(910,638) (509,576)
- Adjustments related to increase in inventories (1,984,155) (1,912,502)
46,717 500,313
- Adjustments related to increase in trade payables 1,003,304 831,977
- Adjustments related to inrcrease in other payables from operations (488,442) (752,719)
- Adjustments related to other (increase) decrease in working capital 511,938 823,355
Adjustments related to inrcrease in other payables from other asset 511,938 823,355
Cash generated from operations 4,577,128 4,225,931
- Payments related with provision for employee benefits (59,598) (60,988)
- Tax paid 23 (689,384) (530,202)
Payments for other provisions (4,482) 18,677
- Other cash inflows (outflows) 183 50
CASH FLOWS FROM INVESTING ACTIVITIES (3,754,439) (984,787)
-Proceeds from sales of property, plant, equipment and intangible assets 10 1,675 7,314
Proceeds from sales of property, plant, equipment 1,675 7,314
-Payment for purchase of property, plant and equipment, intangible assets (2,318,027) (1,038,728)
Payment for purchase of property, plant and equipment 10 (2,222,591) (1,034,416)
Payment for purchase of intangible assets 10 (95,436) (4,312)
Cash Advances and Loans Given 9 (1,438,087) 46,627
CASH FLOWS FROM FINANCING ACTIVITIES 6,029,528 (3,264,829)
- Cash inflows from borrowings 10,884,894 384,959
Cash inflows from loans 3,884,894 384,959
Cash inflows from debt securities issued 7,000,000 -
- Bank borrowings paid (2,491,425) (856,300)
Cash used for repayment of borrowings (491,425) (181,057)
Cash used for repayment of bonds (2,000,000) (675,243)
- Repayment of lease liabilities (1,110,863) (849,749)
- Repayment of obligations under finance leases (14,335) (42,910)
- Interest paid (1,544,138) (1,476,642)
- Interest received 514,179 356,662
- Dividend paid (208,784) (9,814)
- Cash Outflows Related to Repurchase of Own Shares or Reduced Capital (-) - (771,035)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS BEFORE
THE EFFECT OF FOREIGN CURRENCY TRANSLATION DIFFERENCES 6,098,936 (596,148)
EFFECT OF FOREIGN CURRENCY TRANSLATION DIFFERENCES ON CASH AND CASH
EQUIVALENTS (40,115) -
INFLATION EFFECT ON CASH AND CASH EQUIVALENTS (454,801) (939,439)
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 5,604,020 (1,535,587)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 4 3,182,421 4,737,510
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 4 8,786,441 3,201,923

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 1 - ORGANIZATION AND OPERATIONS OF THE GROUP

MLP Sağlık Hizmetleri A.Ş. ("MLP Sağlık") has started its healthcare services operations in 1993, with the opening of Sultangazi Medical Center within the structure of Yükseliş Sağlık Hizmetleri Gıda Tekstil San. Ltd. Şti. in which Muharrem Usta is the majority shareholder. Following this, in 1995, it continues its operations, with the opening of Fatih Hospital under the legal entity of Saray Sağlık Hizmet Ticaret ve Sanayi A.Ş. in which Muharrem Usta was the majority shareholder. In 2005, with the establishment of MLP Sağlık, Fatih and Sultangazi Hospitals were merged under the legal entity of MLP Sağlık.

As of June 30, 2025, MLP is the holding company of 15 subsidiaries (December 31, 2024: 15) (collectively referred as the "Group"), each operating in the healthcare sector in Turkey.

The Company's head office is located in Otakçılar Caddesi No 78 34050, Eyüp, İstanbul.

The Group has an agreement with the Social Security Institution of Turkey (the "SSI") which includes service commitment in all branches disclosed in the Operations Approval Document. SSI is a state enterprise which pays the healthcare expenditures of the citizens of Turkey who are members of the social security system based on the law numbered 5510, and manages social security premiums and short and long term insurance expenses. According to the agreement, the Group is obliged to provide the healthcare services and to issue invoices to the SSI and patients in line with the Communiqué of Health Services published by the SSI. This transaction is performed through Medula, a web based software system, by assessing the right of the patient and obtaining provisions. As a result of the assessment the expenses relating to patients with no SSI, coverage is not charged to SSI. The healthcare expenses provided to the patients are invoiced based on the terms of the Communiqué of Health Services. In this Communiqué SSI determined a price list based on the treatments provided. Invoices are issued based on the price list announced by the Communiqué. SSI has the right not to pay the invoice or make a deduction if the treatments provided are not in compliance with the terms.

The Company is registered to the Capital Markets Board ("CMB") and its shares have been quoted on the Borsa İstanbul A.Ş. ("BİAŞ or "Borsa" or "BİST") since February 13, 2018. In accordance with the resolution numbered 21/655 on July 23, 2010 of CMB; according to the records of Central Registry Agency (CRA); shares representing 26,71% as of June 30 2025, of MLP Sağlık are accepted as "in circulation". As of July 1, 2025, this ratio is 26,71% (Note 16).

The number of employees of the Group as at 30 June 2025 is 13,302 (31 December 2024: 13,278).

Approval of financial statements

Board of Directors has approved the financial statements and delegated authority for publishing it on July 28, 2025.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 1 - ORGANIZATION AND OPERATIONS OF THE GROUP (Continued)

As of June 30, 2025, the subsidiaries of the Company are:

Location and base
Name of operation
Temar Tokat Manyetik Rezonans Sağlık Hizmetleri ve Turizm A.Ş. ("Tokat Hastanesi") Tokat
Samsun Medikal Grup Özel Sağlık Hizmetleri A.Ş. ("Samsun Hastanesi") Samsun-İstanbul
Kuzey Medikal Pazarlama İnşaat Taşımacılık San. ve Tic. Ltd. Şti. ("Kuzey") Ankara
Artımed Medikal Sanayi ve Ticaret A.Ş. ("Artımed") Ankara
MS Sağlık Hizmetleri Ticaret A.Ş. ("MS Sağlık") Ankara
Mediplaza Sağlık Hizmetleri Ticaret A.Ş. ("Mediplaza") Gebze – İzmit
21. Yüzyıl Anadolu Vakfı ("21.Yüzyıl Anadolu Vakfı") İstanbul
Sotte Sağlık Temizlik Yemek Medikal Turizm Insaat San. ve Tic. A.Ş. ("Sotte Sağlık İstanbul - Ankara
Temizlik Yemek")
BTR Sağlık Hizmetleri A.Ş. ("BTR Sağlık") İstanbul
İstanbul Meditime Sağlık Hizmetleri Ticaret Ltd. Şti. ("Meditime Sağlık") İstanbul
MLP Gaziantep Sağlık Hizmetleri Anonim Şirketi ("MLP Gaziantep Sağlık") Gaziantep
Kuzey Doğu Sağlık Hizmetleri ve Tic. A.Ş. ("Kuzey Doğu") İstanbul
Livist Sağlık Hizmetleri Ltd. Kıbrıs
MLP İzmir Sağlık Hizmetleri A.Ş İstanbul - İzmir
MLP Ataşehir Sağlık Hizmetleri A.Ş. İstanbul

NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

2.1 Basis of Presentation

Statement of Compliance with TFRS

The condensed consolidated financial statements of the Group have been prepared in accordance with the Turkish Financial Reporting Standards, ("TFRS") and interpretations as adopted in line with international standards by the Public Oversight Accounting and Auditing Standards Authority of Turkey ("POA") in line with the communiqué numbered II-14.1 "Communiqué on the Principles of Financial Reporting In Capital Markets" ("the Communiqué") announced by the Capital Markets Board of Turkey ("CMB") on June 13, 2013 which is published on Official Gazette numbered 28676.

The Company prepared its condensed interim financial statements for the period ended 30 June 2025 in accordance with ("IAS") 34 "Interim Financial Reporting". The condensed interim financial statements and its accompanying notes are presented in compliance with the format recommended by CMB including its mandatory information. In compliance with the IAS 34, entities have preference in presenting their interim financial statements whether full set or condensed. In this framework, the Company preferred to present its interim financial statements in condensed.

Interim condensed financial statements of the Group do not include all the information and disclosures required in the annual financial statements, therefore should be read in conjunction with the Company's annual financial statements as of 31 December 2024.

Currency Used

Each entity within the Group presents its individual financial statements in the currency of the primary economic environment in which it operates (the functional currency). The financial position and performance results of each entity are expressed in Turkish Lira ("TRY"), which is the functional and presentation currency of the Group for the consolidated financial statements. As of 30 June 2025, the functional currency of the Kosovo branch of Samsun Medikal Grup Özel Sağlık Hizmetleri A.Ş. is Euro ("EUR"). For the Group entities that prepare their financial statements in a functional currency other than TRY, income statements have been translated into TRY using the average exchange rates for the respective year. The assets and liabilities of these entities have been translated into TRY at the closing exchange rates at the end of the reporting period. Exchange differences arising from the translation of the opening net assets and from the difference between average and closing exchange rates have been recognized under the foreign currency translation differences account within equity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

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

2.1 Basis of Presentation (Continued)

Comparative Information and Restatement of Prior Period Financial Statements

In order to identify financial position and performance trends, the Group's condensed consolidated financial statements are prepared on a comparative basis with the prior period. Where necessary, comparative figures are reclassified to conform to the presentation of the current period's condensed consolidated financial statements, and material differences are disclosed accordingly.

Basis of Consolidation

The details of the Company ant its subsidiaries as at June 30, 2025 and December 31, 2024 are as follows:

Subsidiaries Place of incorporation
and operation
30 June
2025
31 December
2024
Principal
activity
Tokat Hastanesi Tokat 58,84% 58,84% Hospital services
Samsun Hastanesi (2) Samsun 80,00% 80,00% Hospital services
MS Sağlık Ankara 100,00% 100,00% Hospital services
Mediplaza Gebze-İzmit 75,00% 75,00% Hospital services
BTR Sağlık Hizmetleri İstanbul 100,00% 100,00% Hospital services
Meditime Sağlık İstanbul 100,00% 100,00% Hospital services
MLP Gaziantep Sağlık Gaziantep 100,00% 100,00% Hospital services
Sotte Sağlık Temizlik Yemek İstanbul - Ankara 100,00% 100,00% Hospital services
Livist Sağlık Hizmetleri Ltd. Kıbrıs 99,99% 99,99% Hospital services
MLP İzmir İstanbul - İzmir 65,00% 65,00% Hospital services
Kuzey Ankara 100,00% 100,00% Ancillary services
Artımed Ankara 100,00% 100,00% Ancillary services
21. Yüzyıl Anadolu Vakfı (1) İstanbul 100,00% 100,00% Ancillary services
Kuzey Doğu İstanbul 100,00% 100,00% Ancillary services
MLP Ataşehir İstanbul 64,00% 64,00% Ancillary services
  • (1) Represents voting power held. In 2011, the Group with the help of its real person shareholders decided to establish a medical university. Based on current legislation, foundations have to be owned by real persons rather than companies and since MLP Sağlık could not be the shareholder of an association, Muharrem Usta, one of the shareholders in the company, was assigned as the chairman of the board of the foundation. The purpose of the foundation is to establish a medical university in order to align one of the hospitals of the Group to that university. Although, MLP Sağlık has no shareholder interest in the foundation, the financial statements of the foundation are consolidated to the financial statements in accordance with TFRS 10 as the Company achieved the control by having power and the ability to use its power on the future benefit and cost of the foundation. In addition, the Company has rights to the financial and operating policies of the university from its involvement with the investee.
  • (2) As of October 2024, a hospital operating in Kosovo was opened under Samsun Hospital. The functional currency of the related branch is Euro.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

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

2.1 Basis of Presentation (Continued)

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.

In cases where the Company has no majority voting rights on the company/asset invested, it still has the control power over that company/asset if the Company alone has sufficient voting rights to manage the investment operations of that company/asset. The Company considers all events and requirements including the items listed below to evaluate if its voting power is sufficient to get control power in an investment:

  • The comparison of the Company's voting right and other shareholders' voting rights;
  • Potential voting rights of the Company and other shareholders;
  • Rights emerging from other agreements upon contracts;
  • Other events and requirements showing the potential power of the Company in managing operation decisions (including the voting held on prior period general assemblies).

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.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by other members of the Group.

All intra-group assets and liabilities, equities, income and expenses and cash flows resulting from of Group companies' transactions are eliminated on consolidation.

Changes in the Group's ownership interests in existing subsidiaries

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the noncontrolling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

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

2.1 Basis of Presentation (Continued)

When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable TFRS). The fair value of the remaining investment at the date when control over the subsidiary is lost is regarded either as the fair value at initial recognition in accordance with TFRS 9 Financial Instruments, or, where applicable, as the cost of the investment at initial recognition in an associate or a jointly controlled entity.

Restatement of financial statements during periods of high inflation

In accordance with the CMB's decision dated 28 December 2023 and numbered 81/1820, issuers and capital market institutions subject to financial reporting regulations applying Turkish Accounting/Financial Reporting Standards are required to apply inflation accounting by applying the provisions of TAS 29 to their annual financial statements for the accounting periods ending on 31 December 2023.

POA made an announcement on 23 November 2023 regarding the scope and application of TAS 29. It stated that the financial statements of the entities applying Turkish Financial Reporting Standards for the annual reporting period ending on or after 31 December 2023 should be presented in accordance with the related accounting principles in TAS 29, adjusted for the effects of inflation.

In this framework, while preparing the consolidated financial statements dated 30 June 2025, 31 December 2024 and 30 June 2024 inflation adjustment has been made in accordance with TAS 29.

The financial statements and related figures for previous periods have been restated for changes in the general purchasing power of the functional currency and, consequently, the financial statements and related figures for previous periods are expressed in terms of the measuring unit current at the end of the reporting period in accordance with TAS 29 Financial Reporting in Hyperinflationary Economies.

TAS 29 applies to the financial statements, including the consolidated financial statements, of each entity whose functional currency is the currency of a hyperinflationary economy. If an economy is subject to hyperinflation, TAS 29 requires an entity whose functional currency is the currency of a hyperinflationary economy to present its financial statements in terms of the measuring unit current at the end of the reporting period.

As at the reporting date, entities operating in Turkey are required to apply TAS 29 "Financial Reporting in Hyperinflationary Economies" for the reporting periods ending on or after 31 December 2023, as the cumulative change in the general purchasing power of the last three years based on the Consumer Price Index ("CPI") is more than 100%.

The table below shows the inflation rates for the relevant years calculated by taking into account the Consumer Price Indices published by the Turkish Statistical Institute (TURKSTAT):

Date Index Adjusment Coefficient
30.06.2025 3,132.17 1.00000
31.12.2024 2,684.55 1.16674
30.06.2024 2,319.29 1.35049

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

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

2.1 Basis of Presentation (Continued)

Restatement of financial statements during periods of high inflation (Continued)

The main lines of TAS 29 indexation transactions are as follows:

• As of the balance sheet date, all items other than those stated in terms of current purchasing power are restated by using the relevant price index coefficients. Prior year amounts are also restated in the same way.

• Monetary assets and liabilities are expressed in terms of the purchasing power at the balance sheet date and are therefore not subject to restatement. Monetary items are cash and items to be received or paid in cash.

2.2 Changes in Accounting Policies

Significant changes made in accounting policies are applied retrospectively and prior year financial statements are restated. In current period, the Group has no changes in its accounting policies other than the change disclosed in Note 2.1.

2.3 Changes in the Accounting Estimates and Errors

If changes in accounting estimates are for only one period, changes are applied on the current year but if the changes in accounting estimates are for the following periods, changes are applied both on the current and the following years prospectively. In the current period, the Group has no changes in the accounting estimates and errors.

2.4 Significant Accounting Estimates and Decisions

Preparation of consolidated financial statements requires management to make estimations and assumptions which may affect the reported amounts of assets and liabilities as of the statement of financial position date, the disclosure of contingent assets and liabilities and the reported amounts of income and expenses during the financial period. The accounting assessments, estimates and assumptions are reviewed considering past experiences, other factors and reasonable expectations about future events under current conditions. Although the estimations and assumptions are based on the best estimates of the management's existing incidents and operations, they may differ from the actual results.

2.5 New and Amended Turkish Financial Reporting Standards

a) Amendments that are mandatorily effective from 2025

Amendments to TAS 21 Lack of Exchangeability

Amendments to TAS 21 Lack of Exchangeability

The amendments contain guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not. Amendments are effective from annual reporting periods beginning on or after 1 January 2025.

The Group evaluates the effects of these standards, amendments and improvements on the consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

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

2.5 New and Amended Turkish Financial Reporting Standards (Continued)

a) Amendments that are mandatorily effective from 2025 (Continued)

New and Amended Turkish Financial Reporting Standards (cont'd)

b) New and revised TFRSs in issue but not yet effective

The Group has not yet adopted the following standards and amendments and interpretations to the existing standards:

TFRS 17 Insurance Contracts Amendments to TFRS 17 Initial Application of TFRS 17 and TFRS 9 — Comparative Information TFRS 18 Presentation and Disclosures in Financial Statements

TFRS 17 Insurance Contracts

TFRS 17 requires insurance liabilities to be measured at a current fulfillment value and provides a more uniform measurement and presentation approach for all insurance contracts. These requirements are designed to achieve the goal of a consistent, principle-based accounting for insurance contracts. TFRS 17 has been deferred for insurance, reinsurance and pension companies for a further year and will replace TFRS 4 Insurance Contracts on 1 January 2026.

Amendments to TFRS 17 Insurance Contracts and Initial Application of TFRS 17 and TFRS 9 – Comparative Information

Amendments have been made in TFRS 17 in order to reduce the implementation costs, to explain the results and to facilitate the initial application.

The amendment permits entities that first apply TFRS 17 and TFRS 9 at the same time to present comparative information about a financial asset as if the classification and measurement requirements of TFRS 9 had been applied to that financial asset before. Amendments are effective with the first application of TFRS 17.

TFRS 18 Presentation and Disclosures in Financial Statements

TFRS 18 includes requirements for all entities applying TFRS for the presentation and disclosure of information in financial statements. Applicable to annual reporting periods beginning on or after 1 January 2027.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 3 - RELATED PARTY DISCLOSURES

Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

The details of short-term receivables and payables as of 30 June 2025 are as follows:

30 June 2025
Receivables Payables
Short-term Short-term
Shareholders Trade Non-trade Trade Non-trade
Muharrem Usta (*) - 326,113 - 50
Adem Elbaşı - 15,259 - -
Hikmet Çavuş - 47,062 - -
Mehmet Fatih Yalçınkaya - - - 18,183
Other companies controlled by the shareholders
A ve A Sağlık A.Ş. (2) 702 - 27,631 -
Cotyora Med. Öz. S. Hz. İnş. Tr. Loj. Ltd. Şti. (4) - - 11,317 -
Fom Grup Mimarlık İnşaat ve Tic. A.Ş. (1) 1,262 - 22,569 -
Pozitif Medikal Sistemler San. ve Tic. Ltd. Şti. 2 - 509 -
Samsunpark Özel Sağlık Tıbbı Malz. İnş. Tur. Tem. Tic. A.Ş. (3) - - 21,679 -
MLP Healthcare Uk (5) 38,802 - - -
Tokat Emar Sağlık Hiz. Ltd. Şti. - - 220 -
Özel Gebze Sentez Sağlık Hizmetleri Ve Tic. A.Ş. - - - 7
Miniso Mağazacılık A.Ş. 846 - - -
Other 50 139 6 4
41,664 388,573 83,931 18,244

(*) Non-trade receivables from Muharrem Usta is short term due date and interest charge from the current value of internal debt ratio of Group.

(1) Fom Grup Mimarlık İnşaat ve Tic. A.Ş. provides the Group's hospitals with turnkey fixed asset and leasehold improvement procurement services, as well as construction and inspection services for hospitals under development.

(2) A ve A Özel Sağ. Hiz. ve Cih. Teks. San. Tic. Ltd. Şti. provides cleaning materials for the hospitals.

(3) Samsunpark Özel Sağlık Tıbbı Malz. İnş. Tur. Tem. Tic. A.Ş. provides cleaning, catering and laundry services for the Group.

(4) Cotyora Med. Özel Sağ. Taah. Hz. İnş. Tr. Loj. Ltd. Şti. provides cleaning and catering services for the Group.

(5) MLP Healthcare UK operates in the healthcare sector and provides consultancy services in this field.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 3 - RELATED PARTY DISCLOSURES (Continued)

31 December 2024
Receivables Payables
Short-term Short-term
Shareholders Trade Non-trade Trade Non-trade
Muharrem Usta (*) - 293,364 - 58
Adem Elbaşı - 13,046 - -
Hikmet Çavuş - 12,561 - -
Mehmet Fatih Yalçınkaya - - - 21,215
Other companies controlled by the shareholders
A ve A Sağlık A.Ş. (2) - - 24,582 -
Cotyora Med. Özel Sağ. Taah. Hz. İnş. Tr. Loj. Ltd. Şti. (4) - - 10,393 -
Pozitif Medikal Sistemler San. ve Tic. Ltd. Şti. - - 594 -
Fom Grup Mimarlık İnşaat ve Tic. A.Ş. (1) 272 - 26,239 -
Saray Eczanesi - - 79 -
Samsunpark Özel Sağlık Tıbbı Malz. İnş. Tur. Tem. Tic. A.Ş. (3) - - 20,417 -
MLP Healthcare Uk (5) 34,163 - - -
Tokat Emar Sağlık Hiz. Ltd. Şti. - - 193 -
Özel Gebze Sentez Sağlık Hizmetleri Ve Tic. A.Ş. - - - 8
Other 94 163 - 5
34,529 319,134 82,497 21,286

(*) Non-trade receivables from Muharrem Usta is short term due date and interest charge from the current value of internal debt ratio of Group.

(1) Fom Grup Mimarlık İnşaat ve Tic. A.Ş. provides the Group's hospitals with turnkey fixed asset and leasehold improvement procurement services, as well as construction and inspection services for hospitals under development.

(2) A ve A Özel Sağ. Hiz. ve Cih. Teks. San. Tic. Ltd. Şti. provides cleaning materials for the hospitals.

(3) Samsunpark Özel Sağlık Tıbbı Malz. İnş. Tur. Tem. Tic. A.Ş. provides cleaning, catering and laundry services for the Group.

(4) Cotyora Med. Özel Sağ. Taah. Hz. İnş. Tr. Loj. Ltd. Şti. provides cleaning and catering services for the Group.

(5) MLP Healthcare UK operates in the healthcare sector and provides consultancy services in this field.

Advances given to related parties and prepaid expenses 30 June 2025 31 December 2024
Fom Grup Mimarlık İnşaat ve Tic. A.Ş. (1) 13,850 16,159
Sanport Gayrimenkul Geliştirme İnş.Ve Tic.A.Ş 279 326
14,129 16,485
Fixed asset advances given to related parties 30 June 2025 31 December 2024
Fom Grup Mimarlık İnşaat ve Tic. A.Ş. (1) 1,637,022 1,637,022
1,637,022 1,637,022

(1) Fom Grup Mimarlık İnşaat ve Tic. A.Ş. provides turn key project management services for the furniture & fixture and leasehold improvements of the hospitals and audit of ongoing construction of the Group hospitals.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 3 - RELATED PARTY DISCLOSURES (Continued)

30 June 2025 31 December 2024
Lease liabilities from related parties Short-term Long-term Short-term Long-term
Sanport Gayrimenkul Geliştirme İnş. ve Tic. A.Ş. 228,823 803,947 229,998 -
Fom Grup Mimarlık İnşaat Ve Tic. A.Ş. 51,912 71,201 44,371 90,360
Atakum Özel Sağlik Hizmetleri İnş.Turizm ve San. Tic. A.Ş. 12,727 426,183 22,086 464,612
Özel Gebze Sentez Sağlık Hizmetleri ve Tic. A.Ş. 39,846 23,998 25,874 33,247
Tokat Medikal Grup Sağlık Turizm İnş. San. Tic. A.Ş. 13,918 13,771 14,325 24,695
Bilmed Eğitim ve Sağlık Hizmetleri A.Ş. 19 9,277 - -
Usfam Sağlık Bilişim Tic. A.Ş. 18 9,266 - -
347,263 1,357,653 336,654 612,914
1 January-30 1 January-30
Purchases from related parties June 2025 June 2024
A ve A Sağlık A.Ş. (1) 62,826 61,020
Fom Grup Mimarlık İnşaat ve Tic. A.Ş. (2) 32,272 39,929
95,098 100,949

(1) Cleaning material purchases

(2) Hospital rent expenses

1 January-30 1 January-30
Operating expenses (including purchase of services) June 2025 June 2024
Sanport Gayrimenkul Geliştirme İnş. ve Tic.A.Ş (1)(6) 280,250 204,172
Samsunpark Özel Sağ. Tıbbi Malz. İnş. Tur. Tem. Tic. A.Ş. (3) 60,556 75,980
Atakum Özel Sağlik Hiz. İnş. Turizm ve San. Tic. A.Ş. (1)(6) 71,549 53,039
Cotyora Med. Özel Sağ. Taah. Hz. İnş. Tr. Loj. Ltd. Şti. (3) 36,895 34,315
Livart Tüp Bebek Özel Sağlık Hizm. A.Ş. (2) 27,813 44,565
Atk Sağlık Hizmetleri Ve Danışmanlık A.Ş. (7) 15,648 9,689
Tokat Medikal Grup Sağlık Turizm İnş. San. Tic. A.Ş. (1)(6) 15,447 15,255
Tokat Emar Sağlık Hiz. Ltd. Şti. (2) (4) 7,408 7,611
Saray Eczanesi (5) 379 -
Özdenler Sağ. Hiz. Dan. Turz. Gıd. San. Tic. Ltd. Şti. (2) 2,070 1,405
518,015 446,031

(1) Hospital rent expenses

(2) Doctor expenses

(3) Cleaning, catering and laundry services

(4) Medical equipment rent expenses

(5) Drug purchase expenses

(6) Assessed within the scope of TFRS 16 and represents the lease payments made for the related period.

(7) Consultancy service

1 January-30 1 January-30
Sales to related parties June 2025 June 2024
Adem Elbaşı 3,365 1,902
MLP Healthcare Uk 3,158 -
Samsunpark Özel Sağlık Tıbbi Malz. İnş. Turizm. Tem. Tic. A.Ş. 1,460 1,237
Cotyora Med.Özel Sağ.Taah. Hz. İnş. Tr. Loj. Ltd. Şti. 1,072 842
Fom Grup Mimarlık İnşaat ve Tic. A.Ş. 1,070 767
Hikmet Çavuş 834 -
Miniso Mağazacılık A.Ş. 706 -
A ve A Sağlık A.Ş. 651 138
Tokat Medikal Grup Sağlık Turizm İnş. San. Tic. A.Ş. 150 133
12,466 5,019

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 3 - RELATED PARTY DISCLOSURES (Continued)

1 January-30 1 January-30
Interest income from related parties June 2025 June 2024
Muharrem Usta 73,844 53,590
73,844 53,590

Benefits provided to key management personnel:

The Company's key management personnel consist of general managers, deputy general managers, chief physicians, and central senior management. Benefits provided to key management personnel include salaries, bonuses, health insurance, and transportation, among others. The benefits provided to key management personnel during the period are as follows:

1 January
30 June 2025
1 April
30 June 2025
1 January
30 June 2024
1 April
30 June 2024
Salaries and Similar Benefits Paid to Key
Management Personnel 125,933 57,558 89,944 37,662
125,933 57,558 89,944 37,662

NOTE 4 - CASH AND CASH EQUIVALENTS

30 June 2025 31 December 2024
Cash on hand 49,253 51,069
Cash at banks 8,672,145 3,087,366
- Demand deposit 457,074 772,792
- Time deposit 8,215,071 2,314,574
Other cash equivalents (*) 65,043 43,986
8,786,441 3,182,421

(*) Other cash equivalents consist of credit card receivables from banks.

As of 30 June 2025, the interest rates of the Group's time deposits in TRY, is respectively 39%-47% and their terms are less than 3 months. (31 December 2024: 10%-48%)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 5 - FINANCIAL INSTRUMENTS

Bank Loans and Bonds

30 June 2025 31 December 2024
Short Term Bank Borrowings 526,333 1,005,756
Short Term Bonds Issued - 2,333,479
Current Portion of Long Term Borrowings 450,971 618,403
- Current portion of long-term bank loans 450,971 618,403
977,304 3,957,638
Long Term Bank Borrowings 3,471,611 -
Long Term Bonds Issued 7,000,000 -
10,471,611 -
Total Borrowings 11,448,915 3,957,638

The Group issued bonds with a maturity of 24 months totaling TRY 5,000,000, sold to qualified investors as of 30 June 2025. The principal repayment will be made at maturity on 28 June 2027, and the interest rate is TLRef + 1.75.

The Group also issued green bonds with a maturity of 24 months totaling TRY 2,000,000, sold to qualified investors as of 30 June 2025. The principal repayment will be made at maturity on 28 June 2027, and the interest rate is TLRef + 1.75.

The reconciliation of the liabilities arising from financing activities as of 1 January- 30 June 2025 and 1 January-31 December 2024 are as follows:

Foreign
1 January Financing exchange Effect of 30 June
2025 cash flows effect (Note21) Other (*) Inflation 2025
Bank Loans 3,957,638 7,593,633 478,967 - (581,323) 11,448,915
Finance lease obligations 57,290 (6,147) - - (8,188) 42,955
Lease obligations 5,306,068 (1,110,863) 29,416 2,627,560 (759,259) 6,092,922
9,320,996 6,476,623 508,383 2,627,560 (1,348,770) 17,584,792
1 January
2024
Financing
cash flows
Foreign
exchange effect
(Note 21)
Other (*) Effect of
İnflation
31 December
2024
Bank Loans 6,300,033 (405,907) - - (1,936,488) 3,957,638
Finance lease obligations 91,587 (9,521) 709 - (25,485) 57,290
Lease obligations 3,809,341 (1,639,410) 14,483 4,288,502 (1,166,848) 5.306,068
10,200,961 (2,054,838) 15,192 4,288,502 (3,128,821) 9,320,996

(*) Some of the lease obligations within the scope of TFRS 16 are due to the re-measurement of the reduced lease obligations and interest expenses due to the change in the lease payments realized within the period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 5 - FINANCIAL INSTRUMENTS (Continued)

As of June 30, 2025 and December 31, 2024 the repayment schedule of the total borrowings as follows:

30 June 2025

Weighted Average Effective Interest
Currency Type Rate Current Non-Current Total
TL %40.69 939,804 - 939,804
TRLibor TLRef+1.75, 2.45-TRLibor-5.80 37,500 8,000,000 8,037,500
Avro Euribor+0.89; +3.40; +3.60 - 2,471,611 2,471,611
977,304 10,471,611 11,448,915

31 December 2024

Weighted Average Effective Interest
Currency Type Rate Current Non-Current Total
TL %49.25 3,870,133 - 3,870,133
TL TLRef+13.55-TRLibor-5.80 87,505 - 87,505
3,957,638 - 3,957,638

As of June 30, 2025, there are no blocked cash accounts related to the group's loans (December 31, 2024: None).

As at June 30, 2025 and December 31, 2024 the repayment schedule of the borrowings in TRY are as follows:

30 June 2025 31 December 2024
Interest expense accruals 26,494 423,641
To be paid within 1 year (*) 950,809 3,533,997
To be paid between 1-2 years 9,650,501 -
To be paid between 2-3 years 126,962 -
To be paid between 3-4 years 126,962 -
To be paid between 4-5 years 126,962 -
To be paid between 5-6 years 440,225 -
11,448,915 3,957,638

(*) Of the loans payable within one year, TRY 499,838 corresponds to revolving credits, while the remaining amount represents the current portion of long-term loans.

Covenants:

The Group has seven banks consisting of Türkiye İş Bankası A.Ş., Türkiye Garanti Bankası A.Ş., Denizbank A.Ş., Denizbank AG, Odeabank A.Ş., ING European Financial Services PLC and ING Bank A.Ş. Syndication loan was signed on December 31, 2015. The use of the syndicated loan took place in February 2016. Regarding the loan in question, the share pledge on 25% of the Group's non-public shares has been removed. The commercial enterprise pledge and the Group's bank account pledge regarding the Company's shares in companies that are subsidiaries of the Group and all fixed assets owned by the Company continue. In addition, the Group's receivables arising from medical tourism contracts and insurance policies have also been assigned.

The syndicate loan includes a number of financial covenants stated below:

The Debt Service Coverage Ratio ("DSCR") cannot be below 1.1 during the term of the agreement (2016-2024). DSCR is tested every six months starting from December 31, 2016.

Net debt to EBITDA Ratio cannot be above x4.0 for the year ended December 31, 2016 and for the six months period ended June 30, 2017, x3.5 for the year ended December 31, 2017 and for the six months period ended June 30, 2018, x3.0 for the year ended December 31, 2018 and for the six months period ended June 30, 2019 and x2.5 for the remaining period of the syndicate loan.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 5 - FINANCIAL INSTRUMENTS (Continued)

Lease Obligations

The Group has the following finance lease obligations which arose mainly due to lease of medical machinery and equipment:

Present value of minimum lease
Minimum lease payments payments
30 June 2025 31 December 2024 30 June 2025 31 December 2024
Within one year 36,142 57,296 31,121 40,876
In second to sixth years inclusive 13,710 10,643 11,834 16,414
49,853 67,939 42,955 57,290
Less: Future finance charges (6,898) (10,649) - -
Present value of finance lease obligations 42,955 57,290 42,955 57,290
Less: Amounts due to settlement within
twelve months (shown under cuurent
laibilities) - - 31,121 40,876
Present value of finance lease obligations 42,955 57,290 11,834 16,414

NOTE 6 - TRADE RECEIVABLES AND PAYABLES

Trade Receivables

Current trade receivables 30 June 2025 31 December 2024
Trade receivables 5,377,892 5,264,529
Notes receivables 919 1,073
Trade receivables from related parties (Note 3) 41,664 34,529
Income accruals from continuing treatments 2,298,216 1,949,137
Other trade income accruals 59,644 24,491
Allowance for doubtful receivables (-) (152,505) (171,763)
7,625,830 7,101,996
Non-current trade receivables 30 June 2025 31 December 2024
Income accruals 1,053 1,229
1,053 1,229

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 6 - TRADE RECEIVABLES AND PAYABLES (Continued)

Allowance for doubtful receivables for the trade receivables is determined depending on past experiences of irrecoverable amounts.

As of June 30, 2025, trade receivables of an initial value of TRY 152,505 (December 31, 2024: TRY 171,763) were fully impaired and fully provided for. No collaterals are received in relation to these trade receivables.

1 January-30 1 January-31
Movement of allowance for doubtful receivables June 2025 December 2024
Opening balance 171,763 236,899
Charge for the period (Note 18) 5,861 8,250
Collections (183) (100)
Inflation effect (24,936) (73,286)
Ending balance 152,505 171,763

Trade Payables

Current trade payables 30 June 2025 31 December 2024
Trade payables 4,925,018 4,880,062
Trade payables due to related parties (Note 3) 83,931 82,497
Other expense accruals 1,908,120 1,974,338
Other trade payables 65,304 52,713
6,982,373 6,989,610

NOTE 7 - OTHER RECEIVABLES AND PAYABLES

Other Receivables

Other current receivables 30 June 2025 31 December 2024
Receivables from tax office 49,121 43,701
Non-trading receivables due from related parties (Note 3) 388,573 319,134
Deposits given 1,279 1,223
Other miscellaneous receivables 56,254 52,320
495,227 416,378
Other non-current receivables 30 June 2025 31 December 2024
Deposits and guarantees given 1,288,270 869,887
1,288,270 869,887

Other Payables

Other current payables 30 June 2025 31 December 2024
Other taxes and funds payable 215,801 261,400
Payables relating to business combinations (*) 153,961 181,678
Non-trading payables due to related parties (Note 3) 18,244 21,286
Other miscellaneous payables 26,420 13,280
414,426 477,644
Other non-current payables 30 June 2025 31 December 2024
Payables relating to business combinations (*) 1,064,280 1,134,296
1,064,280 1,134,296

(*) The Group has committed a payment schedule that will continue in the upcoming years as a result of some business combination contracts signed in 2014, 2020, 2022 and 2024. This liability represents the net present value of forthcoming payments.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 8 – INVENTORIES

30 June 2025 31 December 2024
Medical consumables inventory 935,160 972,388
Pharmaceutical inventory 186,939 197,779
Other inventories 2,231 880
1,124,330 1,171,047

As of 30 June 2025, there are no pledges/mortgages on inventories (31 December 2024: None).

As of 30 June 2025, there is no impairment on inventories (31 December 2024: None).

NOTE 9 - PREPAID EXPENSES AND DEFERRED INCOME

Prepaid Expenses

Short term prepaid expenses 30 June 2025 31 December 2024
Advances given 402,354 383,087
Advances Given to Related Parties (Note 3) 14,129 16,485
Prepaid insurance expenses 104,073 178,973
Prepaid rent expenses 6,907 71,905
Prepaid sponsorship expenses 3,153 3,003
Other 80,967 76,909
611,583 730,362
Long term prepaid expenses 30 June 2025 31 December 2024
Fixed asset advances given (*) 3,739,123 2,301,035
Advances to Related Parties for Fixed Assets (Note 3) 1,637,022 1,637,022
Prepaid rent expenses - 92
Other 19,417 12,689
5,395,562 3,950,838

(*) Advances consist of mainly the turnkey hospital projects regarding new and renovated hospitals and the order advances given for the construction services for the hospitals under construction.

Deferred Income

Short term accrued income 30 June 2025 31 December 2024
Advances received (*) 1,816,957 1,840,908
Deferred revenue 17,448 40,683
1,834,405 1,881,591

(*) Advances are received from mainly local and medical tourism related patients with regards to cost of their treatments. After treatments are completed, realized remunerations are netted with advances.

Long term accrued income 30 June 2025 31 December 2024
Deferred revenue 1,053 1,229
1,053 1,229

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 10 - PROPERTY, EQUIPMENT AND OTHER INTANGIBLE ASSETS

Land Buildings Machinery
and
equipments
Vehicles Furniture
and fixtures
Leased assets Leasehold
improvements
Construction
in progress
Total
Cost
Opening balance as of 1 January 2025 1,252,898 16,281 10,525,985 29,755 4,017,920 5,903,494 10,673,329 643,223 33,062,885
Additions - - 272,044 - 157,949 - 498,676 1,293,922 2,222,591
Disposals - - (52) - (1,666) - (17,103) - (18,821)
Currency Translation Differences - - 25,494 - - - - - 25,494
Closing balance as of 30 June 2025 1,252,898 16,281 10,823,471 29,755 4,174,203 5,903,494 11,154,902 1,937,145 35,292,149
Accumulated depreciations
Opening balance as of 1 January 2025 - (5,924) (8,003,176) (25,289) (3,258,380) (5,874,403) (6,839,487) - (24,006,659)
Charge for the period (*) - (154) (367,196) (526) (143,945) (29,091) (486,861) - (1,027,773)
Disposals - - 52 - 1,029 - 15,251 - 16,332
Currency Translation Differences - - (1,902) - - - - - (1,902)
Closing balance as of 30 June 2025 - (6,078) (8,372,222) (25,815) (3,401,296) (5,903,494) (7,311,097) - (25,020,002)
Carrying value as of 30 June 2025 1,252,898 10,203 2,451,249 3,940 772,907 - 3,843,805 1,937,145 10,272,147

(*) Depreciation and amortization expense of TRY 1,002,342 (January 1 - June 30, 2024: TRY 798,278) has been charged in 'cost of service', TRY 76,050 (January 1-June 30, 2024: TRY 113,032) has been included in general administrative expenses.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 10 - PROPERTY, EQUIPMENT AND OTHER INTANGIBLE ASSETS (Continued)

Land Buildings Machinery
and
equipments
Vehicles Furniture
and fixtures
Leased assets Leasehold
improvements
Construction
in progress
Total
Cost
Opening balance as of 1 January 2024 243,601 16,281 9,428,750 26,723 3,450,243 5,871,285 9,388,503 110,075 28,535,461
Additions 132,314 - 186,312 - 168,507 - 334,563 212,721 1,034,417
Acquired through business combinations - - 82,589 - - - - - 82,589
Disposals - - (943) - (243) - - - (1,186)
Closing balance as of 30 June 2024 375,915 16,281 9,696,708 26,723 3,618,507 5,871,285 9,723,066 322,796 29,651,281
Accumulated depreciations
Opening balance as of 1 January 2024
Charge for the period
Disposals
-
-
-
(5,617)
(154)
-
(7,331,150)
(327,378)
943
(24,471)
(334)
-
(3,005,814)
(118,950)
243
(5,735,240)
(65,654)
-
(6,209,699)
(345,960)
-
-
-
-
(22,311,991)
(858,430)
1,186
Closing balance as of 30 June 2024 - (5,771) (7,657,585) (24,805) (3,124,521) (5,800,894) (6,555,659) - (23,169,235)
Carrying value as of 30 June 2024 375,915 10,510 2,039,123 1,918 493,986 70,391 3,167,407 322,796 6,482,046

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 10 - PROPERTY, EQUIPMENT AND OTHER INTANGIBLE ASSETS (Continued)

Licenses Rights Other Total
Cost
Opening balance as of 1 January 2025 9,337,353 2,179,812 - 11,517,165
Additions - 95,436 - 95,436
Currency dranslation differences - 2,471 - 2,471
Closing balance as of 30 June 2025 9,337,353 2,277,719 - 11,615,072
Accumulated amortization
Opening balance as of 1 January 2025 - (1,650,691) - (1,650,691)
Charge for the period - (50,619) - (50,619)
Currency translation differences - (108) - (108)
Closing balance as of 30 June 2025 - (1,701,418) - (1,701,418)
Carrying value as of 30 June 2025 9,337,353 576,301 - 9,913,654
Licenses Rights Other Total
Cost
Opening balance as of 1 January 2024 6,195,422 2,055,960 519 8,251,901
Opening balance as of 1 January 2024 6,195,422 2,055,960 519 8,251,901
Additions 1,172,795 4,312 - 1,177,107
Closing balance as of 30 June 2024 7,368,217 2,060,272 519 9,429,008
Accumulated amortization
Opening balance as of 1 January 2024 - (1,546,423) (519) (1,546,942)
Charge for the period - (52,880) - (52,880)
Closing balance as of 30 June 2024 - (1,599,303) (519) (1,599,822)
Carrying value as of 30 June 2024 7,368,217 460,969 - 7,829,186

NOTE 11- RIGHT OF USED ASSETS

Hospital Buildings Total
Cost
1 January 2025 14,670,713 14,670,713
Additions 2,115,472 2,115,472
Charge for the period (632,119) (632,119)
30 June 2025 16,154,066 16,154,066

(*) For the period ended June 30, 2025, right of use assets depreciation expenses of TRY 619,693 has been charged to 'cost of service' (1 January – 30 June 2024: TRY 798,576), TRY 12,426 to 'general administrative and marketing expenses (1 January – 30 June 2024: TRY 7,950).

Hospital Buildings Total
Cost
1 January 2024 12,198,393 12,198,393
Additions 1,966,326 1,966,326
Charge for the period (806,526) (806,526)
30 June 2024 13,358,193 13,358,193

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 12- PAYABLES FOR EMPLOYEE BENEFITS

30 June 2025 31 December 2024
Fees payable to doctors and other personnel 495,953 439,431
Social security premiums payable 206,978 168,489
702,931 607,920
30 June 2025 31 December 2024
Unused vacation provision 190,088 159,413
190,088 159,413
30 June 2025 31 December 2024
Unused vacation provision 138,503 112,651
Retirement pay provision 144,876 124,924
283,379 237,575

NOTE 13 - OTHER ASSETS AND LIABILITIES

30 June 2025 31 December 2024
VAT carried forward 552,085 396,483
Increase due to acquisition of subsidiary - 652
Other miscellaneous current assets 102,167 53,975
654,252 451,110

NOTE 14 - PROVISIONS

Other short term provisions 30 June 2025 31 December 2024
Litigation provisions 52,386 47,953
Social Security discounts provisions 52,205 56,687
104,591 104,640

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 15 - COMMITMENTS

Total TRY
30 June 2025 Equivalent TRY USD EUR
A.CPM given on behalf of its own legal entity
- Collateral 1,829,281 1,675,970 156 3,160
- Pledge - - - -
- Mortgage - - - -
B. CPM given on behalf of the subsidiaries included in full
consolidation - - - -
- Collateral 253,849 253,849 - -
- Pledge - - - -
- Mortgage - - - -
C. CPM given for execution of ordinary commercial activities to
collect third parties debt - - - -
- Collateral - - - -
- Pledge - - - -
- Mortgage - - - -
D. Total amount of other CPM given - - - -
i. Total Amount of CPM on behalf of the main partner - - - -
- Collateral - - - -
- Pledge - - - -
- Mortgage - - - -
ii. Total amount of CPM given on behalf of other Company companies
that do not cover B and C - - - -
- Collateral - - - -
- Pledge - - - -
- Mortgage - - - -
iii. Total amount of CPM on behalf of third parties that do not cover C - - - -
- Collateral - - - -
- Pledge - - - -
- Mortgage - - - -
Total 2,083,130 1,929,819 156 3,160

The Group has given guarantees amounting to TRY 279,427 related to the loans in Note 5 for the companies under full consolidation.

The guarantees given include letters of guarantee obtained from banks to be provided to suppliers.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 15 - COMMITMENTS (Continued)

Total TRY ABD
31 December 2024 Equivalent TRY Doları Avro
A.CPM given on behalf of its own legal entity
- Collateral 1,805,029 1,662,529 171 3,160
- Pledge - - - -
- Mortgage - - - -
B. CPM given on behalf of the subsidiaries included in full
consolidation - - - -
- Collateral 203,489 203,489 - -
- Pledge - - - -
- Mortgage - - - -
C. CPM given for execution of ordinary commercial activities to
collect third parties debt - - - -
- Collateral - - - -
- Pledge - - - -
- Mortgage - - - -
D. Total amount of other CPM given - - - -
i. Total Amount of CPM on behalf of the main partner - - - -
- Collateral - - - -
- Pledge - - - -
- Mortgage - - - -
ii. Total amount of CPM given on behalf of other Company companies
that do not cover B and C - - - -
- Collateral - - - -
- Pledge - - - -
- Mortgage - - - -
iii. Total amount of CPM on behalf of third parties that do not cover C - - - -
- Collateral - - - -
- Pledge - - - -
- Mortgage - - - -
Total 2,008,518 1,866,018 171 3,160

The Group has given guarantees amounting to TRY 509,953 related to the loans in Note 5 for the companies under full consolidation.

The guarantees given include letters of guarantee obtained from banks to be provided to suppliers.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

Shareholders % 30 June 2025 % 31 December 2024 Lightyear Healthcare B.V. 37.76% 72,131 37.76% 72,131 Sancak Yatırım İç ve Dış Ticaret A.Ş. 16.72% 31,943 16.72% 31,943 Muharrem Usta 9.78% 18,678 9.78% 18,678 Adem Elbaşı 3.26% 6,226 3.26% 6,226 İzzet Usta 1.30% 2,490 1.30% 2,490 Saliha Usta 0.98% 1,868 0.98% 1,868 Nurgül Dürüstkan Elbaşı 0.98% 1,868 0.98% 1,868 Publicly Traded 29.22% 55,808 29.22% 55,808 %100 191,012 %100 191,012 Capital adjustment differences 3,726,732 3,726,732 Share capital 3,917,744 3,917,744

NOTE 16 - SHARE CAPITAL/OTHER RESERVES

As of June 30, 2025 the total number of ordinary shares is 191,012 thousand shares (2024: 191,012 thousand shares) with a par value of TRY 1 per share (2024: TRY 1 per share).

The share capital is divided into 191,012 thousand shares (December 31, 2024: 191,012 thousand shares), with 88,229 thousand A type shares and 102,782 thousand B type shares.

In accordance with the Capital Markets Board's (the "CMB") Resolution No: 21/655 issued on July 23, 2010, it is regarded that 26.71% of the shares are in circulaton in accordance with CSD as of June 30, 2025 (Note 1). Shares in circulation rate is 26.71% as of July 1, 2025.

On February 7, 2018, the Group launched initial public offering ("IPO") of 72,834 thousand B type bearer shares corresponding to 35.01% of total shares. From the initial public offering, TRY600,000 was generated to the Group. After the IPO related expenses amounting to TRY12,259 were deducted from proceeds, out of TRY587,741, share capital increase was made with the amount of TRY31,579 and the remaning amount was used in the share premium increase by TRY556,162.

The related amount became TRY 4,457,051 after applying inflation accounting.

30 June 2025 31 December 2024
Share premiums 4,457,051 4,457,051
4,457,051 4,457,051

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 16- SHARE CAPITAL/OTHER RESERVES (Continued)

Legal reserves

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.

30 June 2025 31 December 2024
Legal reserves 7,335 7,335
Restricted reserves appropriated from profit 103,168 103,168
110,503 110,503

NOTE 17 - REVENUE AND COST OF SERVICES

Revenue 1 January-30
June 2025
1 April-30
June 2025
1 January-30
June 2024
1 April-30
June 2024
Hospital services (*) 24,331,101 11,870,799 22,054,186 10,400,429
24,331,101 11,870,799 22,054,186 10,400,429

(*) Hospital services includes foreign medical revenue and other income.

1 January-30 1 April-30 1 January-30 1 April-30
Cost of services June 2025 June 2025 June 2024 June 2024
Material consumption (2,940,606) (1,437,890) (3,041,828) (1,383,646)
Doctor expenses (6,551,311) (3,281,394) (5,472,696) (2,659,529)
Personnel expenses (4,396,005) (2,121,746) (3,734,451) (1,747,922)
Depreciation and amortization expenses (Note 10,11) (1,622,035) (830,837) (1,596,854) (770,604)
Services rendered by third parties (509,387) (235,902) (1,245,490) (615,155)
Lease Expenses (565,100) (251,678) (81,505) (38,209)
Other (*) (1,266,621) (657,900) (1,251,783) (594,378)
(17,851,065) (8,817,347) (16,424,607) (7,809,443)

(*) Other expenses mainly comprise expenses incurred for rent, electricity, water and natural gas.

NOTE 18 - OPERATING EXPENSES

1 January-30 1 April-30 1 January-30 1 April-30
General administrative expenses June 2025 June 2025 June 2024 June 2024
Personnel expenses (1,223,268) (567,899) (886,154) (424,151)
Sponsorship and advertising expenses (*) (482,430) (236,613) (576,808) (268,639)
Depreciation and amortization expenses (Note 10,11) (88,476) (43,034) (120,982) (58,654)
Outsourcing expenses (114,926) (52,101) (89,373) (45,166)
Lease Expenses (40,460) (22,532) (26,194) (13,088)
Taxes and duties (7,893) (3,654) (6,499) (2,946)
Bad debt allowance (Note 6) (5,861) (1,269) (8,250) 6,191
Representation and entertainment expenses (2,262) (1,204) (1,854) (748)
Maintenance expenses (6,639) (2,756) (4,519) (2,194)
Service expenses (2,150) (1,067) (2,605) (1,399)
Communication expenses (14,223) (6,936) (12,612) (6,307)
Lawsuit provision (Note 14) (11,701) (4,397) (33,203) (15,479)
Other (172,758) (87,093) (38,870) (25,658)
(2,173,047) (1,030,555) (1,807,923) (858,238)

(*) Sponsorship and advertising expenses includes marketing expenses related to the income of domestic and foreign medical tourism.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 19 - OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES

1 January-30 1 April-30 1 January-30 1 April-30
Other income from operating activities June 2025 June 2025 June 2024 June 2024
Foreign exchange gains from operations 1,055,456 569,434 394,014 84,913
Trade payables discount 44,446 45,080 22,634 (45,345)
Other income 111,769 47,767 84,642 40,355
1,211,671 662,281 501,290 79,923
Other expenses from operating activities 1 January-30
June 2025
1 April-30
June 2025
1 January-30
June 2024
1 April-30
June 2024
Foreign exchange losses from operations (556,853) (361,999) (318,106) (80,589)
SSI return expenses (43,322) (22,920) (50,605) (33,684)
Non-operational hospital expenses (113,752) (23,593) (41,436) (20,372)
Trade receivables discount - - (59,479) (26,575)
Other expenses (327,528) (191,945) (216,441) (120,985)
(1,041,455) (600,457) (686,067) (282,205)

NOTE 20 - INCOME AND EXPENSES FROM INVESTING ACTIVITIES

1 January-30 1 April-30 1 January-30 1 April-30
Income from investment activities June 2025 June 2025 June 2024 June 2024
Gains from bargain purchases - - 1,108,776 1,108,776
Gain on sale of fixed assets 282 47 - (316)
282 47 1,108,776 1,108,460
Expenses from investment activities 1 January-30
June 2025
1 April-30
June 2025
1 January-30
June 2024
1 April-30
June 2024
Loss on sale of fixed assets (1,831) 389 (7,619) (7,619)
(1,831) 389 (7,619) (7,619)

NOTE 21 - FINANCE EXPENSES

1 January-30 1 April-30 1 January-30 1 April-30
June 2025 June 2025 June 2024 June 2024
Interest expenses from bonds issued (227,356) (86,448) (562,919) (334,509)
Interest expenses from lease liabilities (774,081) (372,278) (476,939) (228,134)
Bank commissions (355,183) (187,066) (277,146) (133,550)
Interest expenses from bank borrowings (451,643) (193,839) (524,629) (171,823)
Other interest expenses (248,479) (137,271) (138,440) (73,531)
Interest expenses from financial lease obligations (3,753) (1,742) (6,663) (2,943)
Total interest expenses (2,060,495) (978,644) (1,986,736) (944,490)
Net foreign exchange loss from lease
liabilities (Note 5) (29,416) (14,121) (14,483) (1,531)
Net foreign exchange loss (Note 5) (478,967) (316,398) (709) (3)
Total financial expenses (2,568,878) (1,309,163) (2,001,928) (946,024)
Interest income 514,179 265,619 356,663 173,917
Finance expenses, net (2,054,699) (1,043,544) (1,645,265) (772,107)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 22 – DISCLOSURES ON NET MONETARY POSITION GAINS (LOSSES)

Non-Monetary Items 30 June 2025
Statement of Financial Position Items
Inventories (29,293)
Prepaid Expenses (Current) (5,897)
Property, Plant and Equipment 645,850
Intangible Assets 560,206
Right-of-Use Assets 819,275
Prepaid Expenses (Non-Current) 231,927
Deferred Tax Liability 393,919
Deferred Income (18,690)
Paid-in Capital (31,849)
Share Premium (92,734)
Treasury Shares 101,152
Accumulated Other Comprehensive Income (Loss) Not to be Reclassified to Profit or Loss 47,707
Restricted Reserves Appropriated from Profit (2,069)
Non-Controlling Interests -
Retained Earnings (Accumulated Losses) (1,960,650)
Statement of Profit or Loss Items
Revenue (1,166,054)
Cost of Sales 1,437,364
General Administrative Expenses 144,930
Other Income from Operating Activities (71,527)
Other Expenses from Operating Activities (-) 42,979
Income from Investing Activities 104
Finance Costs 100,817
Income Tax Expense 35,647
NET MONETARY POSITION GAINS (LOSSES) 1,183,114

NOTE 23 - TAXES ON INCOME (DEFERRED TAX ASSET AND LIABILITIES INCLUDED)

Short term payables due to current tax 30 June 2025 31 December 2024
Current period tax liabilities 253,041 402,781
253,041 402,781
Current tax liabilities 30 June 2025 31 December 2024
Current corporate tax provision 635,393 1,088,389
Less: Prepaid taxes and funds (382,352) (685,609)
253,041 402,781
1 January -30 June 1 January -30 June
Tax (expense)/income 2025 2024
Current tax expense (651,817) (375,446)
Deffered tax income/(expense) (465,785) (1,160,530)
(1,117,602) (1,535,976)

Corporate Tax

The Group is subject to Turkish corporate taxes in force. The necessary provisions are allocated in the consolidated financial statements for the estimated liabilities based on the Group's results for the year. Turkish tax legislation does not permit a parent company and its subsidiary to file a consolidated tax return. Therefore, provisions for taxes, as reflected in the consolidated financial statements, have been calculated on a separate-entity basis.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 23 - TAXES ON INCOME (DEFERRED TAX ASSET AND LIABILITIES INCLUDED) (Continued)

Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting profit by adding non-deductible expenses, and by deducting dividends received from resident companies, other exempt income and investment incentives utilized.

In Turkey, provisional tax is calculated and accrued on a quarterly basis. The provisional tax rate to be calculated on corporate earnings during the taxation phase of 2025 corporate earnings as of temporary tax periods is 25% (2024: 25%). Losses can be carried forward for a maximum of 5 years, to be deducted from the taxable profits that will arise in future years. However, the losses incurred cannot be deducted retrospectively from the profits of previous years.

Deferred Tax

The Group recognizes deferred tax assets and liabilities based upon temporary differences arising between its financial statements as reported for TFRS purposes and its statutory tax financial statements. These differences usually result in the recognition of revenue and expenses in different reporting periods for TFRS and tax purposes and they are given below. As of 30 June 2025, tax rate used in the calculation of deferred tax assets and liabilities was 25% over temporary timing differences (30 June 2024: 25%) for the part that will create tax effect in 2025, 25% for the part that will generate tax in 2024 and beyond.(30 June 2024 25%)

In Turkey, the companies cannot declare a consolidated tax return, therefore subsidiaries that have deferred tax assets position were not netted off against subsidiaries that have deferred tax liabilities position and disclosed separately.

Investment Incentive Certificate

The Group has various investment incentive certificates that were signed by the Turkish Ministry of Economy and approved by General Directorate of Incentive Implementation and Foreign Capital. With those incentives, the Group is eligible for a corporate tax deduction rate ranging between 40%-80% for an unlimited time, which amounts to a total deferred tax asset of TRY 1,023,057 (December 31, 2024: TRY 1,124,205). Respective deferred tax asset was calculated to be 15%-40% of total investment contribution with regards to the respective investment incentive certificates.

As of June 30 2025, the Group has tax loss amounting to TRY 147,598 (December 31, 2024: TRY 161,930). TRY 36,900 (December 31, 2024: TRY 40,482) deferred tax assets have been recorded concerning this loss.

Deffered tax assets/ (liabilities) 30 June 2025 31 December 2024
Tax losses carried forward 36,900 40,482
Depreciation differences of tangible and intangible assets (3,050,701) (2,806,035)
Provision for employment termination benefits 36,645 37,940
Vacation pay liability 82,139 68,006
Temporary difference between the tax base and carrying amount of
financial liabilities (109,998) (62,593)
Prepaid building expenses 891 484
Tax advantage from investment incentive 1,023,057 1,124,205
Right of use asset (2,515,286) (2,341,162)
Other 460,953 382,235
(4,035,400) (3,556,438)
Deferred tax asset 2,657,800 2,845,093
Deferred tax liability (6,693,200) (6,401,531)
(4,035,400) (3,556,438)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 23 - TAXES ON INCOME (DEFERRED TAX ASSET AND LIABILITIES INCLUDED) (Continued)

Tax losses carried forward and their expiry dates are as follows:

30 June 2025 31 December 2024
Losses carried Losses carried
forward for wich forward for wich
deffered tax assests deffered tax assests
Expiration schedule of carryforward tax losses recognized recognized
Expiring in 2025 - 2,935
Expiring in 2026 - 1,475
Expiring in 2027 1,264 304
Expiring in 2028 260 21,930
Expiring in 2029 18,796 135,286
Expiring in 2030 127,278 -
147,598 161,930

Movement of deferred tax (assets)/liabilities for the period ended June 30, 2025 and June 30, 2024 are as follows:

1 January-30 1 January-30
Movement of deferred tax liabilities June 2025 June 2024
Opening balance as of January 1 (3,556,438) (2,382,924)
Charged to profit or loss (465,785) (1,160,530)
Charged to equity (13,178) (6,096)
Disposal of subsidiary - 670
(4,035,400) (3,548,880)

The reconciliation of the current tax expense and net income for the period is as follows:

Reconcilation of tax provision: 1 January-30
June 2025
1 January-30
June 2024
Loss before tax 3,604,071 4,311,771
Tax at the domestic income tax rate of 25% (2024: 25%) (901,018) (1,077,943)
Tax effects of
- Expenses that are not deductible in (146,562) (55,263)
- Effect of tax advantage from investment incentive 37,769 176,457
- Reduced corporate tax effect 104,332 181,423
- Other (212,123) (760,650)
Income tax income recognised in profit or loss (1,117,602) (1,535,976)

NOTE 24 - EARNINGS PER SHARE

The weighted average number of shares and earnings per share is as follows:

1 January
30 June
2025
1 April
30 June
2025
1 January
30 June
2024
1 April
30 June
2024
Weighted average number of shares 191,012 191,012 191,012 191,012
Net gain/(loss) for the period for the equity holders of the parent 2,284,499 1,044,533 2,418,944 1,419,054
Earnings/(loss) per share for equity holder of the parent 11,96 5,47 12,66 7,43

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 25 - FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Financial Risk Factors

Foreign currency risk management

Foreign currency risk

Transactions in foreign currencies expose the Company to foreign currency risk. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts. The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:

TRY Equivalents
(Functional
30 June 2025 currency) USD EUR GBP Other
Trade receivables 1,094,640 13,044 11,584 678 -
2a. Monetary financial assets 318,912 5,805 1,645 213 -
2b. Non monetary financial assets 7,381 52 111 3 -
3. Other 49,089 37 76 809 -
4. Current Assets 1,470,023 18,938 13,416 1,703 -
5. Trade receivables - - - - -
6a. Monetary financial assets - - - - -
6b. Non monetary financial assets 662,614 11,500 4,416 - -
7. Other 1,264,252 15,536 13,395 - 1,000
8. Non-current assets 1,926,866 27,036 17,811 - 1,000
9. Total assets 3,396,889 45,974 31,227 1,703 1,000
10. Trade Payables (153,788) (1,525) (2,001) (1) -
11a. Financial liabilities (leasing) - - - - -
11b. Financial liabilities (leasing) (26,154) - (562) - -
11c. Lease Liabilities (59,374) - (1,275) - -
12a. Other monetary liabilities (599,572) (4,309) (9,182) (16) -
13. CURRENT LIABILITIES (838,888) (5,834) (13,020) (17) -
14.Trade Payables - - - - -
15a. Financial liabilities (leasing)
15b. Financial liabilities (leasing)
(2,471,611)
-
-
-
(53,093)
-
-
-
-
-
15c. Lease Liabilities (81,436) - (1,749) - -
16a. Other monetary liabilities (685,642) (17,253) - - -
16b. Other non-monetary liabilities - - - - -
17. LONG TERM LIABILITIES (3,238,689) (17,253) (54,842) - -
18. TOTAL LIABILITIES (4,077,577) (23,087) (67,862) (17) -
19. Net assets / liability position of
off-balance sheet derivatives (19a-19b) - - - - -
19a. Off balance sheet foreign currency
derivative assets - - - - -
19b. Off balance sheet foreign currency
derivative liabilities - - - - -
20. NET FOREIGN CURRENCY ASSET LIABILITY
(9+8+19) (680,689) 22,887 (36,635) 1,686 1,000
21. MONETARY ITEMS NET FOREIGN CURRENCY
ASSET/LIABILITY POSITION
(1+2a+10+11a+11b+12a+14+15+16a) (2,664,025) (4,238) (54,633) 875 -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 25 - FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

TRY Equivalents
(Functional
31 December 2024 currency) USD EUR GBP Other
1. Trade receivables
2a. Monetary financial assets
762,274
1,174,583
8,579
24,688
8,810
2,856
620
728
-
-
2b. Non monetary financial assets 65,405 48 1,476 3 -
3. Other 2,587 26 34 1 -
4. Current Assets 2,004,850 33,341 13,176 1,352 -
5. Trade receivables - - - - -
6a. Monetary financial assets - - - - -
6b.Non monetary financial assets - - - - -
7. Other 848,391 9,789 9,845 - 1,000
8. Non-current assets 848,391 9,789 9,845 - 1,000
9. Total assets 2,853,241 43,130 23,021 1,352 1,000
10. Trade payables (85,773) (1,387) (670) (1) -
11a. Financial liabilities (loans) - - - - -
11b. Financial liabilities (leasing) (26,537) - (619) - -
11c. Lease liabilities (46,286) - (1,080) - -
12a. Other monetary liabilities (511,091) (4,956) (7,102) (57) -
13. Current liabilities (669,687) (6,343) (9,471) (58) -
14. Trade payables - - - - -
15a. Financial liabilities (loans) - - - - -
15b. Financial liabilities (leasing) - - - - -
15c. Lease liabilities (90,369) - (2,108) - -
16a. Other monetary liabilities (680,325) (16,555) - - -
16b. Other non-monetary liabilities - - - - -
17. Non-current liabilities (770,694) (16,555) (2,108) - -
18.Total liabilities (1,440,381) (22,898) (11,579) (58) -
19. Net assets / liability position of
off-balance sheet derivatives (19a-19b) - - - - -
19a. Off balance sheet foreign currency
derivative assets - - - - -
19b. Off balance sheet foreign currency
derivative liabilities - - - - -
20. Net foreign currency asset
liability position (9-18+19) 1,412,860 20,233 11,442 1,294 1,000
21. . Monetary Items Net Foreign
Currency Asset/Liability Position
(1+2a+10+11+12a+14+15+16a) 1,176,802 26,924 87 1,290 -

Foreign currency sensitivity

The Group is exposed to foreign exchange risk arising primarily from USD and EUR.

The following table details the Group's sensitivity to a 20% increase and decrease against the relevant foreign currencies. 20% 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 20% change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the Group where the denomination of the loan is in a currency other than the currency of the lender or the borrower. A positive number below indicates an increase in profit before tax.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

NOTE 25 - FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

30 June 2025
Profit / (Loss)
Valuation of Devaluation of
foreign currency foreign currency
In the case of US dollar gaining 20% value against TRY
1- USD net asset/liability 181,920 (181,920)
2- Portion hedged against USD risk (-) - -
3- USD net effect (1 +2) 181,920 (181,920)
In the case of EUR gaining 20% value against TRY
4 -EUR net asset/liability (341,092) 341,092
5 - Portion hedged against EUR risk (-) - -
6- EUR net effect (4+5) (341,092) 341,092
In the case of GBP gaining 20% value against TRY
7- Other currency net asset/liabilitit 18,384 (18,384)
8 - Portion hedged against other currency risk (-) - -
9- Other currency net effect (7+8) 18,384 (18,384)
TOTAL (3+6) (140,788) (140,788)
31 December 2024
Profit / (Loss)
Valuation of
Devaluation of
foreign currency foreign currency
In the case of US dollar gaining 20% value against TRY
1- USD net asset/liability 166,295 (166,295)
2- Portion hedged against USD risk (-) - -
3- USD net effect (1 +2) 166,295 (166,295)
In the case of EUR gaining 20% value against TRY
4 -EUR net asset/liability 98,105 (98,105)
5 - Portion hedged against EUR risk (-) - -
6- EUR net effect (4+5) 98,105 (98,105)
In the case of GBP gaining 20% value against TRY
7- Other currency net asset/liabilitit 13,364 (13,364)
8 - Portion hedged against other currency risk (-) - -
9- Other currency net effect (7+8) 13,364 (13,364)
TOTAL (3+6) 264,401 (264,401)

NOTE 26 – EVENTS AFTER THE REPORTING PERIOD

None.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

(Amounts expressed in thousands Turkish Lira ("TRY") unless otherwise stated.)

APPENDIX I EARNINGS BEFORE INTEREST TAXES DEPRECIATION AND AMORTISATION ("EBITDA")

Interest, Tax, Depreciation and Amortization ("EBITDA") is calculated by the Group Management with the addition of the period's depreciation and amortization, financial income and expenses, other adjustments and tax deductions to net loss before tax.

The EBITDA calculation movements for the period ended June 30, 2024 and June 30, 2023 are as follow:

EBITDA CALCULATION 30 June 2025 30 June 2024
i.
Net profit before tax
3,604,071 4,311,773
ii.
Depreciation and amortization of tangible and intangible fixed assets including
non-cash provisions related to assets such as goodwill 1,710,511 1,717,836
iii.
Total net finance expenses, net of interest income
1,546,316 1,630,073
iv.
Fx gains/losses, net under finance expenses
508,383 15,192
v.
Fair value differences of derivative instruments
- -
vi.
Extraordinary (income) /expense
137,373 252,865
vii.
Rediscount income/expense (net imputed interest)
(44,446) 36,845
viii.
Gain on bargain purchase price
- (1,108,779)
ix.
Legal case provision expenditures which are reflected to financial statements
by general accaunting principles (11,701) (33,203)
x.
Unused vacation pay provision expenses which are reflected to financial
statements by the general accounting principles 56,527 60,769
xi.
Retirement pay provision expenses which are reflected to financial statements
by the general accounting principles 24,642 18,352
xii.
Doubtful receivables provision expenses which are reflected to financial
statements by the general accounting principles (6,044) (8,300)
xiii.
Non-cash sale and lease back expenses which are reflected to financial
statements by the general accounting principles (Note 3) - 571
xiiiii.
Non-cash profit added to non-cash losses from the disposal of property, plant
and equipment 1,549 7,619
XV. Monetary gain/(loss) (1,183,114) (1,219,002)
EBITDA 6,344,067 5,682,611
TFRS 16 Lease payment effect (1,110,863) (849,751)
Adjusted EBITDA 5,233,204 4,832,860

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