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GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Interim / Quarterly Report Jul 31, 2025

8945_rns_2025-07-31_07586331-4bc2-4250-a390-dd80a1ee813a.pdf

Interim / Quarterly Report

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SUMMARY FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY – 30 JUNE 2025

(Originally issued in Turkish)

CONVENIENCE TRANSLATION INTO ENGLISH OF INDEPENDENT AUDITOR'S REVIEW REPORT ORIGINALLY ISSUED IN TURKISH

REPORT ON REVIEW OF INTERIM CONDENSED FINANCIAL INFORMATION

To the General Assembly of Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.

Introduction

We have reviewed the accompanying condensed statement of financial position of Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş. (the "Company") as at 30 June 2025 and the related condensed statements of profit or loss and other comprehensive income, changes in equity and cash flows for the sixmonth period then ended. The management of the Company is responsible for the preparation and fair presentation of this interim condensed financial information in accordance with Turkish Accounting Standard 34 ("TAS 34") "Interim Financial Reporting". Our responsibility is to express a conclusion on this interim condensed financial information based on our review.

Scope of review

We conducted our review in accordance with the Standard on Review Engagements ("SRE") 2410, "Review of interim financial information performed by the independent auditor of the entity". A review of interim condensed financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and the objective of which is to express an opinion on the financial statements. Consequently, a review on the interim condensed financial information does not provide assurance that the audit firm will be aware of all significant matters which would have been identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

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

Other matters

Management is responsible for the other information. The other information includes "Control of Compliance with Portfolio Limitations, Financial Debt and Total Expense Limits", which does not have a measurement criterion within the scope of TAS 34 and does not include financial statement and the auditor's report threon. In connection to our reivew on the financial statement does not include such other information and we do not make any assurances regarding the other information.

As part of a review of financial information, our responsibility is to read the other information outlined above and in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the review or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.

Mert Tüten, SMMM Independent Auditor

Istanbul, 31 July 2025

CONTENTS PAGE(S)

STATEMENTS OF FINANCIAL POSITION 1-2
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 3
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY 4
STATEMENTS OF CASH FLOW 5
NOTES TO THE CONDENSED FINANCIAL STATEMENTS 6-48
NOTE 1 ORGANIZATION AND OPERATIONS OF THE COMPANY 6-7
NOTE 2 BASIS OF PRESENTATION OF FINANCIAL STATEMENTS 7-11
NOTE 3 MERGERS 11
NOTE 4 SEGMENT REPORTING 11
NOTE 5 CASH AND CASH EQUIVALENTS 11
NOTE 6 BALANCES AND TRANSACTIONS WITH RELATED PARTIES 12-17
NOTE 7 TRADE RECEIVABLES AND PAYABLES 17
NOTE 8 OTHER RECEIVABLES AND PAYABLES 17
NOTE 9 TANGIBLE ASSETS 18
NOTE 10 EMPLOYEE BENEFITS 19
NOTE 11 OTHER ASSETS AND LIABILITIES 20
NOTE 12 SHAREHOLDERS' EQUITY 20-21
NOTE 13 REVENUE AND COST OF SALES 21
NOTE 14 GENERAL ADMINISTRATIVE EXPENSES 22
NOTE 15 OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES 22
NOTE 16 FINANCIAL INCOME AND EXPENSES 23
NOTE 17 NET MONETARY GAIN / (LOSS) 23
NOTE 18 EARNINGS / (LOSS) PER SHARE 23
NOTE 19 PROVISIONS, CONTINGENT ASSETS AND LIABILITIES 24
NOTE 20 FINANCIAL INSTRUMENTS 25-28
NOTE 21 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT 29-35
NOTE 22 FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES) 35-39
NOTE 23 EVENTS AFTER THE BALANCE SHEET DATE 40
ADDITIONAL NOTE
CONTROL
OF
COMPLIANCE
WITH
PORTFOLIO
LIMITATIONS,
FINANCIAL DEBT AND TOTAL EXPENSE LIMITS 40-43

Balance sheets at 30 June 2025 and 31 December 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

Limited Review
Current Period
Audited
Previous Period
Notes 30 June
2025
31 December
2024
ASSETS
Current assets:
Cash and cash equivalents 5 167,587 140,753
Trade receivables 2,051,104 361,449
- Trade receivables from related parties 6,7 2,051,104 361,449
Other receivables 50,000,000 3,181,005,963
- Other receivables from related parties 6,8 50,000,000 3,181,005,963
Other current assets 1
1
161,636 265,816
Total Current Assets 52,380,327 3,181,773,981
Non-Current Assets:
Financial investments 2
0
26,865,274,773 29,235,917,808
Tangible assets 9 425,887 127,935
Other non-current assets 1
1
712,778 107,969,996
Total Non-Current Assets 26,866,413,438 29,344,015,739
Total Assets 26,918,793,765 32,525,789,720

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

Balance sheets at 30 June 2025 and 31 December 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

Limited Review
Current Period
Audited
Previous Period
30 June 31 December
Notes 2025 2024
LIABILITIES
Current Liabilities
Trade payables 1,014,518 806,059
- Trade payables to related parties 6,7 145,320 137,158
- Trade payables to non-related parties 7 869,198 668,901
Payables related to employee benefits 1
0
1,690,527 858,945
Other payables 24,165,159 -
- Other payables to related parties 6,8 24,165,159 -
Short-term provisions 5,010,809 1,294,941
- Short-term provisions for employee benefits 1
0
5,010,809 1,294,941
Other short-term liabilities 1
1
2,323,377 4,915,355
Total Current Liabilities 34,204,390 7,875,300
Non-Current Liabilities:
Other payables 867,060,693 4,164,698,133
- Other payables to related parties 6.8 867,060,693 4,164,698,133
Long-term provisions 3,719,917 1,734,946
- Long-term provisions for employment benefits 1
0
3,719,917 1,734,946
Total Non-Current Liabilities 870,780,610 4,166,433,079
Total Liabilities 904,985,000 4,174,308,379
Shareholders' Equity
Paid-in capital 1
2
385,000,000 385,000,000
Share Capital Adjustment Differences 1
2
5,160,498,893 5,160,498,893
Share premiums 1
2
3,309,795,285 3,309,795,285
Restricted reserves 1
2
61,554,944 61,554,944
Retained earnings 19,434,632,219 28,677,066,212
Net loss for the period (2,337,672,576) (9,242,433,993)
Total Equity 26,013,808,765 28,351,481,341
Total Liabilities 26,918,793,765 32,525,789,720

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

Statements of profit or loss for the period 1 January – 30 June 2025 and 2024 (Unless otherwise stated, amounts are expressed in Turkish Lira ("TRY'') as of 30 June 2025 based on purchasing power)

Limited Review Limited Review Limited Review Limited Review
Current Period Previous Period Current Period Previous Period
1 January - 1 January - 1 April - 1 April -
30 June 30 June 30 June 30 June
Note 2025 2024 2025 2024
Revenue 1
3
413,526 2,329,863,721 413,526 745,424,270
Cost of sales (-) 1
3
- (2,329,431,499) - (744,992,048)
Gross profit 413,526 432,222 413,526 432,222
General administrative expenses (-) 1
4
(54,900,263) (165,789,047) (21,498,815) (78,374,652)
Other operating income 1
5
9,441,762 346,931 4,915,382 165,267
Other operating expenses (-) 1
5
(2,410,868,386) (1,387,679,120) (713,057,315) (798,861,988)
Operating loss (2,455,913,361) (1,552,689,014) (729,227,222) (876,639,151)
Financial income 1
6
521,502,608 406,100,408 157,531,364 352,458,919
Financial expenses (-) 1
6
(525,309,365) (681,370,150) (163,846,770) (156,186,591)
Net monetary gain 1
7
122,047,542 587,377,703 44,987,105 226,440,559
Loss Before Tax (2,337,672,576) (1,240,581,053) (690,555,523) (453,926,264)
Tax Expense For The Period - - - -
-Current tax expense (-) - - - -
Net loss for the period (2,337,672,576) (1,240,581,053) (690,555,523) (453,926,264)
Other comprehensive income - - - -
Total comprehensive expense (2,337,672,576) (1,240,581,053) (690,555,523) (453,926,264)
Loss per share 1
8
(6.07) (3.22) (1.79) (1.18)

The accompanying notes form an integral part of the financial statements

Statements of changes in shareholders' equity for the period 1 January – 30 June 2025 and 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

Accumulated profit
Paid in capital Share capital
adjustment
differences
Share
premiums
Restricted
reserves
Net income/
(loss)
Retained
earnings
Total Equity
385,000,000 5,160,498,893 3,309,795,285 61,554,944 (14,833,674,352) 43,510,740,564 37,593,915,334
- - - - 14,833,674,352 (14,833,674,352) -
- - - - (1,240,581,053) - (1,240,581,053)
385,000,000 5,160,498,893 3,309,795,285 61,554,944 (1,240,581,053) 28,677,066,212 36,353,334,281
28,351,481,341
385,000,000 5,160,498,893
3,309,795,285
61,554,944 (9,242,433,993) 28,677,066,212
Transfers - - - - 9,242,433,993 (9,242,433,993) -
Total comprehensive expense - - - - (2,337,672,576) - (2,337,672,576)
30 June 2025 balances as of date 385,000,000 5,160,498,893 3,309,795,285 61,554,944 (2,337,672,576) 19,434,632,219 26,013,808,765

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

Statements of cash flows for the period 1 January – 30 June 2025 and 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

Limited Review
Current Period
Limited Review
Previous Period
Note 30 June 2025 30 June 2024
A. CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period (2,337,672,576) (1,240,581,053)
Adjustments to reconciliation of net loss for the period 2,413,725,550 4,210,176,524
-Adjustments related to depreciation and amortization 9 108,418 78,228
-Adjustments related to provisions for employee benefits 10 5,616,860 11,943
-Adjustments related to interest income 16 (521,502,608) (406,100,408)
-Adjustments related to dividend income 13 (413,526) (432,222)
-Adjustments related to interest expense 16 122,431,564 168,262,106
-Net fair value (gains)/losses of financial assets 15 2,404,523,063 3,934,952,890
-Adjustments for unrealized foreign currency exchange differences 16 402,877,801 513,108,044
-Adjustments related to monetary loss 83,978 295,943
Changes in working capital 3,235,125,769 (2,208,643,633)
-Changes in liabilities under employee benefits 10 831,582 54,706
-Changes in trade receivables from related parties 6 (1,689,655) -
-Changes in other receivables from related parties 6,8 3,131,005,963 (2,233,201,214)
-Changes in trade payables to non-related parties 7 200,297 76,759
-Changes in trade payables to related parties 6 8,162 (65,639,353)
-Changes in other short-term liabilities 11 (2,591,978) (5,151,756)
-Other changes in working capital 107,361,398 95,217,225
Cash flows from operating activities 3,311,178,743 760,951,838
B. CASH FLOWS FROM INVESTING ACTIVITIES
-Dividend income 13 413,526 432,222
-Interest income 16 521,502,608 406,100,408
-Cash inflow and outflow due to share sale/purchase of affiliates and/or business
partners 20 (33,880,028) (1,064,895)
-Cash outflows from the purchase of tangible and intangible assets 9 (406,369) -
Cash flows from investing activities 487,629,737 405,467,735
C. CASH FLOWS FROM FINANCING ACTIVITIES
-Changes in other payables to related parties 6 (3,273,472,281) (485,058,108)
-Interest paid 16 (525,309,365) (681,370,150)
Cash flows from financing activities (3,798,781,646) (1,166,428,258)
Net increase/(decrease) in cash and cash equivalents before the effect of
currency exchange differences (A+B+C) 26,834 (8,685)
D.THE EFFECT OF FOREIGN CURRENCY CONVERSION DIFFERENCES
ON CASH AND CASH EQUIVALENTS
Net increase/(decrease) in cash and cash equivalents (A+B+C+D) -
26,834
-
(8,685)
E. CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
PERIOD
5 140,753 74,783
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
(A+B+C+D+E) 167,587 66,098

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

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

1. ORGANIZATION AND OPERATIONS OF THE COMPANY

Gözde Girişim Sermayesi has been founded by the shareholders of the FFK Fon Finansal Kiralama A.Ş. (FFK) on 22 January 2010 through the partial spin-off of Türkiye Finans Katılım Bankası A.Ş (TFKB) shares that are presented as assets held for sale in the financial statements of FFK as of 31 December 2009 and Kaynak Finansal Kiralama A.Ş. (Kaynak Finansal) shares that are among the subsidiaries of FFK and as capital in kind. The foundation of the company was registered by the Trade Registry Office and announced in the Trade Registry Gazette on 28 January 2010 numbered 7789.

The process of conversion for Gözde Finansal Hizmetler Anonim Şirketi into a Venture-Capital Trust with the VCT title was finalized upon register of the articles of association amendment to the Trade Registry on 28 July 2011, following the capital increase realized between 11 July - 25 July 2011. The Company continues its operations under the trade name of "Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.", as of 28 July 2011 with the aim of using its capital, which has been issued as registered capital, for doing business with the purposes and the subjects written in the regulations of the Capital Market Board ("CMB") regarding Venture-Capital Trusts (Communiqué - Serial: III No:48.3) and for doing business with the aim of directing it to long-term investments made to venture capital companies that are essentially established or will be established in Türkiye, have the potential to grow and are in need of resources.

The partial spin-off, which was resolved during the Board of Directors meeting of FFK conducted on 10 November 2009 and in accordance with Article 20 and subparagraph "b" of paragraph 3 of Article 19 of the Law on Corporate Income Tax No. 5520 and with provisions of "Communiqué Regarding the Regulation of Procedures and Principles on the Partial Demerger of Incorporated and Limited Liability Companies" published on the Official Gazzette No. 25231 dated 16 September 2003, received approval from the Capital Market Board with the document dated 21 December 2009 and numbered B.02.1.SPK.013-1869. At the Extraordinary General Assembly meeting of FFK held on 11 January 2010, the Partial Spin-off Plan was accepted in accordance with the provisions of the communiqué mentioned above. The shareholders have decided that the said shares will be invested in the newly established Company as capital in kind with the cost value in the records of FFK, and in return, the shares representing the capital of the Company will be given to the shareholders of FFK in proportion to their existing shares in FFK. With the said partial division, the Company went public and prepared its financial statements for the first time on 31 March 2010 and presented it to the CMB and Borsa İstanbul A.Ş.

30 June 2025 31 December 2024
Share Capital Share Capital
Shareholders capital (%) Amount (TRY) capital (%) Amount (TRY)
Kökler Yatırım Holding A.Ş. 29.73 114,466,300 29.73 114,466,300
Yıldız Holding A.Ş. 22.79 87,731,783 22.79 87,731,783
Şükran Danışmanlık ve Yönetim A.Ş. 5.14 19,803,301 5.14 19,803,301
İhsaniye Danışmanlık ve Yönetim A.Ş. 5.14 19,803,301 5.14 19,803,301
Clarastra Danışmanlık ve Yönetim A.Ş. 5.14 19,803,301 5.14 19,803,301
Other 32.06 123,392,014 32.06 123,392,014
Nominal Capital 100 385,000,000 100 385,000,000
Share Capital Adjustment Differences 5,160,498,893 5,160,498,893

As of 30 June 2025 and 31 December 2024, the shareholders and partnership shares of the Company are as follows:

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

1. ORGANIZATION AND OPERATIONS OF THE COMPANY (Continued)

According to the data received from the Central Registry Agency, 30,40% of the Company's shares are open to the public as of the reporting date (31 December 2024: 30,37%). While the Central Registry Agency determines the free float rate of companies, it includes all shares of 10% or less in the free float rate. It also determines the final rate by decreasing the blocked amounts. As of 30 June 2025, the capital of the company consists of 385,000,000 shares (31 December 2024: 385,000,000 shares). The nominal value of the shares is TRY 1 per share (31 December 2024: TRY 1 per share).

The headquarters of the company is in Kısıklı Mahallesi, Çeşme Çıkmazı Sokak, Yıldız Holding Apt. No: 6/1 Uskudar Istanbul address. As of 30 June 2025, the total number of personnel of the Company is 11 people. (31 December 2024: 7 people).

Approval of Financial Statements

The financial statements have been approved by the Board of Directors and authorized to be published on 31 July 2025.

Dividends Payable

.

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

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS

2.1. Basis of Presentation

Statement of Compliance with TAS

The Company maintain its books of accounts and prepare its statutory financial statements in accordance with the Turkish Commercial Code ("TCC"), tax legislation, the Uniform Chart of Accounts.

The accompanying financial statements are prepared in accordance with Communiqué Serial II, No:14.1, "Principles of Financial Reporting in Capital Markets" ("the Communiqué") published in the Official Gazette numbered 28676 on 13 June 2013. According to Article 5 of the Communiqué, financial statements are prepared in accordance with the Turkish Accounting Standards ("TAS") issued by Public Oversight Accounting and Auditing Standards Authority ("POAASA"). TAS contains Turkish Accounting Standards, Turkish Financial Reporting Standards ("TFRS") and its addendum and interpretations ("IFRIC").

The accompanying financial statements are within the scope of the Capital Markets Board's ("CMB") Communiqué on "Principles of Financial Reporting in the Capital Markets" numbered II-14.1 and Turkish Accounting Standards ("TAS") published by the Public Oversight, Accounting and Auditing Standards Authority ("KGK") and Turkish Financial Reporting Standards ("TFRS"). The presentation principles have been prepared in accordance with the 2022 TFRS Taxonomy, which was developed by the KGK on the basis of subparagraph (b) of the 9th article of the Decree Law No. 660 and determined and announced to the public with the decision of the KGK dated 4 October 2022.

The financial statements are prepared on the indexed historical cost basis, except for the revaluation of financial instruments at fair value.The determination of indexed historical cost is generally based on the fair value of the amount paid for the assets.

The Company's financial statements have been prepared consistent with accounting policies used in preparation of financial statements for the year ending 30 June 2025 except for new accounting standards applicable as of 1 January 2025. New accounting standards are disclosed at Note 2.2 and Note 2.3.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1. Basis of Presentation (Continued)

Functional and Presentation Currency

Financial statements of the Company are presented in the currency of the primary economic environment in which the entities operate (its functional currency). The results and financial position of the Company is expressed in Turkish Lira, which is the functional and presentation currency of the Company.

Disclosure on Financial Investments

Accounting policy amendments are applied retrospectively and the previous year financial statements are rearranged.

According to TFRS 10, the Company did not present a financial statement by measuring its investments at fair value through profit or loss and benefiting from exclusion related to financial statement presentation. Besides, the Company is an investment entity as per the definition of investment entity in TFRS 10. The aspects indicating the Company's nature as investment entity are that: the Company gets funds from one or more investors in order to provide investment management services; undertakes its investor or investors that its business purpose is to invest the funds for only acquiring capital gain or investment income or both; and measures and appraises the performance of its all investment based on the fair value principle. Furthermore, the Company has investors without related parties as it is open to multiple investments and investors and to public.

The subsidiaries that the Company controls but does not consolidate are as follows:

Place of
(%) Establishment Field of Operation
Polinas Plastik Sanayii ve Tic. A.Ş. 99.00 Türkiye Packaging
Azmüsebat Çelik Sanayii A.Ş. ve Ticaret A.Ş. 97.61 Türkiye FMCG
Gözde Tech Ventures Teknoloji Yatırımları A.Ş. 100.00 Türkiye Technology Investments

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

Information on Checking the Compliance with Portfolio Restrictions and the Limit of Financial Liability and Total Expenses given in Supplementary Footnote has the feature of summary information generated from financial statements as per "Communiqué on the Principles of Financial Reporting in Capital Markets" and is prepared within the framework of the provisions of "Communiqué on Principles of Venture Capital and Private Equity Investment Companies" with number III-48.3, published in the in the Official Gazette edition 28790 on 9 October 2013, regarding checking the compliance with portfolio restrictions and the limit of financial liability and total expenses.

Comparative Information and Adjustment of Prior Period Financial Statements

The financial statements of the Company are prepared comparatively with the previous period in order to enable the determination of the financial situation and performance trends. In order to comply with the presentation of the current period financial statements, comparative information is reclassified when deemed necessary and significant differences are disclosed. As of 30 June 2025, the Company does not have any classification.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.2. New and revised standards and interpretations

The accounting policies used in the preparation of the financial statements for the accounting period ending as of 30 June 2025 have been applied consistently with those used in the previous year, except for the new and amended TFRS standards and TFRYK interpretations valid as of 1 January 2025, which are summarized below. The effects of these standards and interpretations on the financial position and performance of the Company are explained in the relevant paragraphs.

a) Standards, amendments, and interpretations applicable as of 30 June 2025:

Amendments to IAS 21 - Lack of Exchangeability; effective from annual periods beginning on or after 1 January 2025. An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations.

b) Standards, amendments, and interpretations that are issued but not effective as of 30 June 2025:

  • Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments; effective from annual reporting periods beginning on or after 1 January 2026 (early adoption is available). These amendments:
    • clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
    • clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
    • add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets); and
    • make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI).
  • Annual improvements to IFRS – Volume 11; effective from annual periods beginning on or after 1 January 2026 (earlier application permitted). Annual improvements are limited to changes that either clarify the wording in an Accounting Standard or correct relatively minor unintended consequences, oversights or conflicts between the requirements in the Accounting Standards. The 2024 amendments are to the following standards:
    • IFRS 1 First-time Adoption of International Financial Reporting Standards;
    • IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;
    • IFRS 9 Financial Instruments;
    • IFRS 10 Consolidated Financial Statements; and
    • IAS 7 Statement of Cash Flows.
  • Amendment to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity; effective from annual periods beginning on or after 1 January 2026 but can be early adopted subject to local endorsement where required. These amendments change the 'own use' and hedge accounting requirements of IFRS 9 and include targeted disclosure requirements to IFRS 7. These amendments apply only to contracts that expose an entity to variability in the underlying amount of electricity because the source of its generation depends on uncontrollable natural conditions (such as the weather). These are described as 'contracts referencing naturedependent electricity'

Notes to the financial statements for the period 1 January – 30 June 2025 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.2. New and revised standards and interpretations (Continued)

  • IFRS 18 Presentation and Disclosure in Financial Statements; effective from annual periods beginning on or after 1 January 2027. This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
    • the structure of the statement of profit or loss;
    • required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and
    • enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
  • IFRS 19 Subsidiaries without Public Accountability: Disclosures; effective from annual periods beginning on or after 1 January 2027. This new standard works alongside other IFRS Accounting Standards. An eligible subsidiary applies the requirements in other IFRS Accounting Standards except for the disclosure requirements and instead applies the reduced disclosure requirements in IFRS 19. IFRS 19's reduced disclosure requirements balance the information needs of the users of eligible subsidiaries' financial statements with cost savings for preparers. IFRS 19 is a voluntary standard for eligible subsidiaries. A subsidiary is eligible if:
    • it does not have public accountability; and
    • it has an ultimate or intermediate parent that produces consolidated financial statements available for public use that comply with IFRS Accounting Standards.

Financial Reporting in economies with high inflation

According to the announcement made by the Public Oversight Accounting and Auditing Standards Authority (KGK) on November 23, 2023, and the "Application Guide on Financial Reporting in High Inflationary Economies" published, the company prepared its financial statements for the year ending 31 December 2023, in accordance with the TMS 29 "Financial Reporting in High Inflationary Economies" Standard. According to this standard, financial statements prepared in the currency of a high inflationary economy are presented in terms of the purchasing power of that currency at the balance sheet date, and comparative information for previous periods is also expressed in the current measurement unit currency at the end of the reporting period for comparison purposes. Therefore, the company also presented its financial statements dated 31 December 2023, based on the purchasing power as of 30 June 2025.

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

Reclassifications made in accordance with TMS 29 were made using the correction coefficient obtained from the Consumer Price Index ("CPI") published by the Turkish Statistical Institute ("TUIK"). As of 30 July 2025, the indices and correction coefficients used in the adjustment of financial statements are as follows:

Date
Index
Adjustment coefficient Three-year cumulative inflation rates
30 June 2025 3.132,17 1.00000 220%
31 December 2024 2,684.55 1,16674 291%
30 June 2024 2.319,29 1,35049 324%

The main elements of the adjustment process made by the company for financial reporting in high inflationary economies are as follows :

  • Current period financial statements prepared in Turkish Lira (TRY) are expressed in terms of the purchasing power at the balance sheet date, and amounts for previous reporting periods are also adjusted to reflect the purchasing power at the end of the reporting period.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.2. New and revised standards and interpretations (Continued)

  • Monetary assets and liabilities are not adjusted since they are already expressed in terms of the current purchasing power at the balance sheet date. If the inflation-adjusted values of non-monetary items exceed their recoverable amount or net realizable value, the provisions of TMS 36 and TMS 2 are applied accordingly.

  • Non-monetary assets and liabilities, as well as equity items not expressed in terms of the current purchasing power at the balance sheet date, are adjusted using the respective correction coefficients.

  • Except for items affecting the comprehensive income statement in the balance sheet, all items in the comprehensive income statement are indexed using coefficients calculated based on the periods when income and expense accounts were initially reflected in the financial statements.

  • The impact of inflation on the net monetary asset position in the current period is recorded in the income statement as a loss on net monetary position.

2.3. Summary of Significant Accounting Policies

The financial statements for the period ending on 30 June 2025 have been prepared in accordance with TAS 29 standard for the preparation of financial statements of TFRS. In addition, the financial statements for the period ending on 30 June 2025 have been prepared by applying the accounting policies consistent with the accounting policies applied during the preparation of the financial statements for the year ended 31 December 2024. Therefore, these financial statements should be evaluated together with the financial statements for the year ended 31 December 2024.

3. MERGERS

None (31 December 2024 : None).

4. SEGMENT REPORTING

The company operates in only one area, venture capital investments. Since the company operates in only one area and only in Türkiye, no segment reporting has been made in the accompanying financial statements. In addition, apart from the information detailed in Notes 13, 20, 22 and 24, no segment reporting is made to the senior management.

5. CASH AND CASH EQUIVALENTS

30 June 2025 31 December 2024
Demand deposits 167,587 140,753
Total 167,587 140,753

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

6. RELATED PARTY DISCLOSURES

a) Balances with Related Parties

30 June 2025 Receivables Payables
Short-term Short-term Long-term
Balance with Related Parties Trade Non-trade Trade Non-trade Non-trade
Azmüsebat Çelik San. ve Tic. A.Ş. 1,310,256 - - - -
Yıldız Holding A.Ş.(*) - - - 24,165,159 867,060,693
Polinas Plastik Sanayii ve Tic.A.Ş. 41,494 - - - -
Sağlam İnş.Taah.Tic.A.Ş. - - 1,815 - -
İzsal Bilgi Sistemleri ve Gayrimenkul Geliştirme A.Ş. - - 143,505 - -
Gözde Tech Ventures Teknoloji Yatırımları A.Ş.(**) 20,747 50,000,000 - - -
Makina Takım Endüstrisi A.Ş. 678,607 - - - -
Total 2,051,104 50,000,000 145,320 24,165,159 867,060,693

The Company's non-trade payable balances to related parties and non-trade receivable balances from related parties originate from the use/financing of funds within the scope of the Company's field of activity, and the interest rates applied to these balances in reporting period are in the range of 44.63% - 56.62% in Turkish Lira, 6.80% in US Dollars.

(*) The Company has converted its current debt to Yıldız Holding A.Ş. into a loan debt by taking over the American dollar loan of Yıldız Holding A.Ş. under the same conditions. No collateral, mortgage or guarantee has been given in return for this loan debt. As a result of this transaction, the Company's short-term financial debt to Yıldız Holding A.Ş. has been transformed into a long-term structure. In order to mitigate the foreign exchange risk that the Company may be exposed due to its foreign currency liabilites, foreign currency denominated obligations have been reduced against Turkish lira denominated receivables in line with the resolution taken.

(**) TRY50,000,000; the amount is the advance payment sent for the planned capital increase at Gözde Tech Ventures Teknoloji Yatırımları A.Ş.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

6. RELATED PARTY DISCLOSURES (Continued)

a) Balances with Related Parties (Continued)

31 December 2024 Receivables Payables
Short-term Short-term Long-term
Balance with Related Parties Trade Non-trade Trade Non-trade
Azmüsebat Çelik San. ve Tic. A.Ş. 213,534 - - -
Yıldız Holding A.Ş.(*) - 3,181,005,963 - 4,164,698,133
Polinas Plastik Sanayii ve Tic.A.Ş. 37,243 - - -
Sağlam İnş.Taah.Tic.A.Ş. - - 1,541 -
Makina Takım Endüstrisi A.Ş. 86,465 - - -
İzsal Bilgi Sistemleri ve Gayrimenkul Geliştirme A.Ş. - - 135,617 -
Gözde Tech Ventures Teknoloji Yatırımları A.Ş. 24,207 - - -
Total 361,449 3,181,005,963 137,158 4,164,698,133

The Company's non-trade payable balances to related parties and non-trade receivable balances from related parties originate from the use/financing of funds within the scope of the Company's field of activity, and the interest rates applied to these balances in reporting period are in the range of 45.67% - 59.64% in Turkish Lira, 6.80% in US Dollars.

(*) See page 12.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

6. RELATED PARTY DISCLOSURES (Continued)

b) Related Party Transactions

1 January - 30 June 2025
Service Service Other Financing Financing Rent
Related party transactions Procurement Income Income Income Expenses Expense
Azmüsebat Çelik San. ve Tic. A.Ş. - 5,830,132 103,734 - - -
Yıldız Holding A.Ş. 30,877,982 - - 521,502,608 122,431,564 207,341
İzsal Bilgi Sistemleri ve Gayrimenkul Geliştirme A.Ş. 792,361 - - - - -
Makina Takım Endüstrisi A.Ş. 25,000 2,873,812 - - - -
Sağlam İnş.Taah.Tic.A.Ş. 188,883 - - - - -
Polinas Plastik Sanayii ve Tic.A.Ş. - - 103,734 - - -
Gözde Tech Ventures Teknoloji Yatırımları A.Ş. - - 103,734 - - -
Total 31,884,226 8,703,944 311,202 521,502,608 122,431,564 207,341

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

6. RELATED PARTY DISCLOSURES (Continued)

b) Related Party Transactions (Continued)

1 January - 30 June 2024
Service Other Financing Financing Rent
Related party transactions Procurement Income Income Expenses Expense
Azmüsebat Çelik San. ve Tic. A.Ş. - 115,644 - - -
Franklin Templeton Danışmanlık Hizmetleri A.Ş.(*) 137,329,910 - - - -
Yıldız Holding A.Ş. 16,872,981 - 406,100,408 168,262,106 187,610
Polinas Plastik Sanayii ve Tic.A.Ş. - 115,644 - - -
İzsal Bilgi Sistemleri ve Gayrimenkul Geliştirme A.Ş. 947,762 - - - -
Sağlam İnş.Taah.Tic.A.Ş. 149,526 - - - -
Gözde Tech Ventures Teknoloji Yatırımları A.Ş. - 115,644 - - -
Total 155,300,179 346,932 406,100,408 168,262,106 187,610

(*) Consists of consultancy expenses. See page 16.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

6. RELATED PARTY DISCLOSURES (Continued)

b) Related Party Transactions (Continued)

(*) The services provided to the Company within the scope of the 'Consultancy Agreement' (Agreement) signed on 29 October 2017 (with an option to extend for 5+2 years) with Franklin Templeton Danışmanlık Hizmetleri A.Ş., an indirect subsidiary of Franklin Resources, Inc. in Türkiye, to provide consultancy services on strategic issues related to the Company's operations are as follows. At the end of the 5th year, the option to extend for 2 years has been used. The Consultancy Agreement between our company and Franklin Templeton Danışmanlık Hizmetleri A.Ş. ended on 29 October 2024.

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

The amount of 'Retainer Fee' accrued quarterly for consultancy services is invoiced to the Company at an amount corresponding to 2% of the 'Market Value of the Company' calculated based on the average share price for the relevant reporting period quarter.

In accordance with the relevant clauses of the agreement regarding the sale of assets and dividend payments to the Company, the fee payments to be made to Franklin Templeton Danışmanlık Hizmetleri; 'CCCF' (Capital Contribution to Capital Fee), which is payable at 10% or 15% of the difference between the entry price (fair values in the Company's financial statements as of 30 September 2017) and the sale price, after deducting the transaction costs related to the purchase and sale; and the 'CCIF' (Consultancy Contribution to Income Fee) to be paid over 3% of gross dividend income payments, have been arranged.

Prior to 29 October 2017, the date of signature of the 'Consultancy Agreement', whilst the CCCF amount incurred during the sale of portfolio companies that were already in the Company's portfolio was calculated over 10% of the difference between the entry and sale amounts of the portfolio companies in the Company's portfolio, after deducting the transaction costs related to the purchase and sale processes; the CCCF amount incurred during the sale of the portfolio companies included in the Company's portfolio after the signature date of this "Advisory Agreement" is calculated as 15% of the difference between the entry and sale amounts of the portfolio companies, after deducting the transaction costs related to the purchase and sale processes.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

6. RELATED PARTY DISCLOSURES (Continued)

c) Benefits for senior management:

1 January -
30 June 2025
1 January -
30 June 2024
Salaries and other benefits 902,271 911,866
Total 902,271 911,866

7. TRADE RECEIVABLES AND PAYABLES

The details of trade receivables and payables as of 30 June 2025 and 31 December 2024 are as follows;

Trade receivables :

30 June 2025 31 December 2024
Trade receivables from related parties (Note 6) 2,051,104 361,449
Total 2,051,104 361,449

Trade payables :

30 June 2025 31 December 2024
Trade payables to related parties (Note 6) 145,320 137,158
Trade payables to non-related parties (Note 6) 869,198 668,901
Total 1,014,518 806,059

Financial risk disclosures related to trade payables are in Note 21.

8. OTHER RECEIVABLES AND PAYABLES

The details of the other payables as of 30 June 2025 and 31 December 2024 are as follows ;

30 June 2025 31 December 2024
Other receivables from related parties (Note 6) 50,000,000 3,181,005,963
Total 50,000,000 3,181,005,963
30 June 2025 31 December 2024
Other short-term payables to related parties (Note 6) 24,165,159 -
Other long-term payables to related parties (Note 6) 867,060,693 4,164,698,133
Total 891,225,852 4,164,698,133

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

9. TANGIBLE ASSETS

Leasehold
Fixtures improvements Other Total
Cost
Opening balance as of 1 January 2025 6,808,266 13,474,911 255,951 20,539,128
Purchases 406,369 - - 406,369
Closing balance as of 30 June 2025 7,214,635 13,474,911 255,951 20,945,497
Accumulated depreciation
Opening balance as of 1 January 2025 (6,722,587) (13,474,911) (213,695) (20,411,193)
Expense for the period (72,198) - (36,220) (108,418)
Closing balance as of 30 June 2025 (6,794,785) (13,474,911) (249,915) (20,519,611)
Net book value as of 30 June 2025 419,850 - 6,036 425,886
Leasehold
Fixtures improvements Other Total
Cost
Opening balance as of 1 January 2024 6,801,285 13,474,911 255,951 20,532,147
Purchases - - - -
Closing balance as of 30 June 2024 6,801,285 13,474,911 255,951 20,532,147
Accumulated depreciation
Opening balance as of 1 January 2024 (6,657,437) (13,474,911) (131,601) (20,263,949)
Expense for the period (32,355) - (45,873) (78,228)
Closing balance as of 30 June 2024 (6,689,792) (13,474,911) (177,474) (20,342,177)
Net book value as of 30 June 2024 111,493 - 78,477 189,970

Depreciation expenses of tangible assets are recognized under general administrative expenses in the profit or loss statement. There is no pledge or mortgage on tangible assets (31 December 2024: None). There are no tangible assets acquired via financial leasing (31 December 2024: None).

10. EMPLOYEE BENEFITS

Payables within the scope of employee benefits:

30 June 2025 31 December 2024
Payables to personnel 1,690,527 858,945
Total 1,690,527 858,945

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

10. EMPLOYEE BENEFITS (Continued)

Short-term provisions for employee benefits:

30 June 2025 31 December 2024
Provisions for unused vacations 5,010,809 1,294,941
Total 5,010,809 1,294,941

Long-term provisions for employee benefits:

Provision for severance pay

Pursuant to the provisions of the Labor Law in force, employees whose employment contracts are terminated to qualify for severance pay are obliged to pay the legal severance pay to which they are entitled. In addition, in accordance with the provisions of the Social Security Law No. 506, dated 6 March 1981, numbered 2422, and dated 25 August 1999, numbered 4447 and the Amended Article 60 of the Social Security Law, which is still in effect, there is an obligation to pay the legal severance indemnity to those who are entitled to leave the job by receiving severance pay. Some transitional provisions related to pre-retirement service conditions were removed from the Law with the amendment of the relevant law on 23 May 2002. As of 30 June 2025, severance pay to be paid is subject to a monthly ceiling of TRY46,655.43.(31 December 2024: TRY41,828.42).

Severance pay liability is not legally subject to any funding. The severance pay provision is calculated by estimating the present value of the future probable obligation of the company arising from the retirement of its employees. IAS 19 ("Employee Benefits") requires the company's liabilities to be developed using actuarial valuation methods within the scope of defined benefit plans. Accordingly, the actuarial assumptions used in the calculation of total liabilities are as follows:

The main assumption is that the maximum liability amount for each year of service will increase in line with inflation. Therefore, the discount rate applied represents the expected real rate after adjusting for the effects of future inflation. Therefore, the provisions in the accompanying financial statements as of 30 June 2025 are calculated by estimating the present value of the future probable obligation arising from the retirement of the employees. As of 30 June 2025, the provision for severance pay is calculated using the real discount rate, which is approximately 3.57% based on annual inflation of 22.77% and discount rate of 27.15% (31 December 2024: 3.57%).

The maximum amount of TRY53,919.68 effective as of 1 July 2025 has been taken into account in calculating the severance pay provision of the company (31 December 2024: TRY46,655.43 effective as of 1 January 2025). Actuarial losses and gains are recognized in profit or loss as the effect on the financial statements is immaterial.

Movements in the provision for employment termination benefits during the period are as follows:

2025 2024
Opening balance 1,734,946 1,079,844
Service cost 92,156 37,109
Interest cost 2,140,757 182,144
Inflation effect (247,942) (214,130)
As of June 30 3,719,917 1,084,967

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

11. OTHER ASSETS AND LIABILITIES

a. Other current assets

30 June 2025 31 December 2024
Prepaid expenses for the following months 161,636 265,816
Total 161,636 265,816
b.
Other fixed assets
30 June 2025 31 December 2024
Deferred Value Added Tax 712,778 107,969,996
Total 712,778 107,969,996
c.
Other current liabilities
30 June 2025 31 December 2024
Other taxes and funds 2,323,377 4,915,355
Total 2,323,377 4,915,355

12. CAPITAL, RESERVES AND OTHER ITEMS OF EQUITY

Capital

The paid-in capital structure of the Company is as follows as of 30 June 2025 and 31 December 2024:

30 June 2025 31 December 2024
Share Capital Share Capital
Shareholders capital (%) Amount (TRY) capital (%) Amount (TRY)
Kökler Yatırım Holding A.Ş. 29.73 114,466,300 29.73 114,466,300
Yıldız Holding A.Ş. 22.79 87,731,783 22.79 87,731,783
Şükran Danışmanlık ve Yönetim A.Ş. 5.14 19,803,301 5.14 19,803,301
İhsaniye Danışmanlık ve Yönetim A.Ş. 5.14 19,803,301 5.14 19,803,301
Clarastra Danışmanlık ve Yönetim A.Ş. 5.14 19,803,301 5.14 19,803,301
Other 32.06 123,392,014 32.06 123,392,014
Nominal Capital 100 385,000,000 100 385,000,000

According to data from the Central Securities Depository (MKK), 30.40% of the shares of Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş. are public as of the reporting date (31 December 2024: 30.37%). The Central Securities Depository determines the free float rate of companies and includes all shares that are 10% or below to the free float rate. Furthermore, it deducts blocked amounts to determine the final rate. The capital of the company as of 30 June 2025 consists of 385,000,000 shares. (31 December 2024: 385,000,000 shares). The nominal value of shares is TRY 1 per share (31 December 2024: TRY 1 per share).

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

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

Share Capital Adjustment Differences

As of 30 June 2025, the company has share capital adjustment differences amounting to TRY5,160,498,893, consisting of inflation accounting adjustment differences (31 December 2024: TRY5,160,498,893). Share capital adjustment differences represent the difference between the total amount of cash and cash equivalents additions to equity adjusted for inflation accounting and the amounts before adjustment. There is no use for shre capital adjustment differences other than adding them to equity.

Share premium

Share premium amounting to TRY3,309,069,430 recognized in accordance with capital increase dated 25 August 2011 (31 December 2024: TRY3,309,069,430). Share premium amounting to TRY725,855 recognized in accordance with capital increase dated May 2014.

Legal reserves

30 June 2025 31 December 2024
61,554,944 61,554,944
61,554,944 61,554,944

13. REVENUE AND COST OF SALES

1 January - 1 January - 1 April - 1 April -
Revenue 30 June 2025 30 June 2024 30 June 2025 30 June 2024
Sale of investment - 2,329,431,499 - 744,992,048
Dividend income 413,526 432,222 413,526 432,222
Total 413,526 2,329,863,721 413,526 745,424,270
1 January - 1 January - 1 April - 1 April -
Cost of sales 30 June 2025 30 June 2024 30 June 2025 30 June 2024
Cost of sales - (2,329,431,499) - (744,992,048)
Total - (2,329,431,499) - (744,992,048)

Sales during the 6-month interim accounting period ending on 30 June 2025:

None.

Dividend income of TRY413,526 was obtained from Kuveyt Türk Katılım Bankası A.Ş within the period.

Sales during the 6-month interim accounting period ending on 30 June 2024:

The Company sold its fund participation shares in Istanbul Portföy Yıldız Private Fund on February 19,2024 and May 16,2024 for a total of TRY2,329,431,499.

Dividend income of TRY432,222 was obtained from Kuveyt Türk Katılım Bankası A.Ş within the period.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

14. GENERAL ADMINISTRATIVE EXPENSES

1 January - 1 January - 1 April - 1 April -
30 June 2025 30 June 2024 30 June 2025 30 June 2024
General administrative expenses (-) (54,900,263) (165,789,047) (21,498,815) (78,374,652)
Total (54,900,263) (165,789,047) (21,498,815) (78,374,652)
1 January - 1 January - 1 April - 1 April -
30 June 2025 30 June 2024 30 June 2025 30 June 2024
Consultancy and audit expenses (36,129,780) (157,359,316) (14,882,577) (75,449,583)
Personnel salaries and expenses (17,368,414) (7,052,981) (5,916,923) (2,292,710)
Rent expenses (588,939) (263,710) (286,701) (126,677)
Taxes and other legal dues (62,471) (302,548) (38,746) (284,666)
Depreciation and amortization (108,418) (78,228) (94,818) (34,282)
Other (642,241) (732,264) (279,050) (186,734)
Total (54,900,263) (165,789,047) (21,498,815) (78,374,652)

15. OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES

The details of other income and expenses from operating activities for the periods ending on 30 June 2025 and 2024 are as follows:

Other operating income 1 January -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2025
1 April -
30 June 2024
Other income 9,441,762 346,931 4,915,382 165,267
Total 9,441,762 346,931 4,915,382 165,267
Other operating expenses 1 January -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2025
1 April -
30 June 2024
Loss from fair value decreases of financial
investments (Note 20)(*)
(2,396,432,358) (1,387,039,603) (707,168,595) (798,577,007)
Other expenses (14,436,028) (639,517) (5,888,720) (284,981)
Total (2,410,868,386) (1,387,679,120) (713,057,315) (798,861,988)

(*) The increases/decreases in fair value of the stocks in the company's portfolio have been adjusted by the amount calculated through index effect since they lagged behind the valuation amount calculated with the index effect. See page 26.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

16. FINANCIAL INCOME AND EXPENSES

Financing income

1 January -
30 June 2025
1 January -
30 June 2024
1 January -
30 June 2025
1 January -
30 June 2024
Interest income (*) 521,502,608 406,100,408 157,531,364 352,458,919
Total 521,502,608 406,100,408 157,531,364 352,458,919

Financing expenses

1 January - 1 January - 1 January - 1 January -
30 June 2025 30 June 2024 30 June 2025 30 June 2024
Interest expense (122,431,564) (168,262,106) (45,686,417) (79,972,671)
Foreign exchange losses (402,877,801) (513,108,044) (118,160,353) (76,213,920)
Total (525,309,365) (681,370,150) (163,846,770) (156,186,591)

(*) See page 12.

17. NET MONETARY GAIN/(LOSS)

Non-monetary items 30 June 2025
Financial Position Statement Items 119,353,689
Financial investments 4,171,085,202
Tangible assets (6,965)
Paid-in capital (792,510,054)
Share premiums (473,004,519)
Restricted reserves (8,796,848)
Retained earnings (2,777,413,127)
Profit or loss statement items 2,693,853
Revenue (5,838)
General administrative expenses 2,939,567
Other operating income/(expenses) (131,048)
Financial income/(expenses) (108,828)
Net monetary gain 122,047,542

18. EARNINGS/(LOSS) PER SHARE

1 January -
30 June 2025
1 January -
30 June 2024
Weighted average number of common stock outstanding 385,000,000 385,000,000
Net loss for shareholders (2,337,672,576) (1,240,581,053)
Loss Per Share (6.07) (3.22)

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

19. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

30 June 2025 31 December 2024
TRY TRY
Equivalent TRY USD Equivalent TRY USD
A. CPMs given for companies in the name of its
own legal name 440,000 440,000 - 513,365 513,365 -
Collateral (*) 440,000 440,000 - 513,365 513,365 -
Pledge - - - - - -
Mortgage - - - - - -
B. CPMs given on behalf of the fully consolidated
companies
Total amount of CPMs - - - - - -
Collateral - - - - - -
Pledge - - - - - -
Mortgage - - - - - -
C. CPMs given for to secure debts of the third
parties for the continuation of its economic
activities - - - - - -
D. Total amount of other CPMs - - - - - -
i) Total amount of CPMs given on behalf of the
majority shareholder
Collateral - - - - - -
Pledge - - - - - -
ii) Amount of CPMs given to on behalf of other
Group Companies which are not in the scope of B
and C - - - - - -
iii) Total amount of CPMs given on behalf of third
parties which are not in scope of C - - - - - -
Total 440,000 440,000 - 513,365 513,365 -

(*)As of the balance sheet date, there is a one lawsuit filed against the Company claiming receivables, and the first instance court decided to partially accept and partially reject the lawsuit, and an appeal was filed against this decision. A letter of guarantee of TRY440,000 has been submitted in connection with this file.

A receivable lawsuit filed by the Company was rejected by the court of first instance, and as a result of the Company's appeal, the decision was overturned by the Court of Cassation due to incomplete examination. The case is pending in the first instance court.

There is no pledge and mortgage. (31 December 2024: None)

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

20. FINANCIAL INSTRUMENTS

Financial Investments:

The details of the Company's long-term financial assets as of 30 June 2025 and 31 December 2024 are as follows:

30 June 2025 31 December 2024
Financial investments at fair value through profit or
loss
26,865,274,773 29,235,917,808
Shares 30 June 2025 (%) 31 December 2024 (%)
Non publicly traded 21,474,642,401 21,956,651,653
Türkiye Finans Katılım Bankası A.Ş. 3,181,982,903 10.57 3,181,982,903 10.57
Flo Mağazacılık ve Paz. A.Ş. 6,353,817,613 11.50 6,353,817,613 11.50
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 1,400,461,921 27.04 1,929,479,895 27.04
Polinas Plastik Sanayii ve Tic. A.Ş. 6,401,752,181 99.00 6,401,752,181 99.00
Azmüsebat Çelik Sanayi ve Ticaret A.Ş. 3,899,381,665 97.61 3,899,381,665 97.61
Makina Takım Endüstrisi A.Ş. 176,293,357 7.81 129,284,635 7.81
Gözde Tech Ventures Teknoloji Yatırımları A.Ş. 48,108,981 100.00 48,108,981 100.00
Kuveyt Türk Katılım Bankası A.Ş. 12,843,780 <1 12,843,780 <1
Publicly traded 5,306,732,290 7,230,042,275
Şok Marketler Tic. A.Ş. 4,885,931,389 23.66 6,748,995,905 23.66
Makina Takım Endüstrisi A.Ş. 153,182,405 6.79 112,336,231 6.79
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 267,618,496 5.17 368,710,139 5.17
Total shares 26,781,374,691 29,186,693,928
Other financial assets that are not traded on the
stock exchange / Fund participation share
30 June 2025 (%) 31 December 2024 (%)
Oyster Bay Venture Capital II GmbH & Co.KG. 6,236,764 - 3,776,568 -
Esas PE CO- Investments Fund III L.P. 41,294,513 - 36,360,788 -
FoodLabs Fund III GmbH & Co. KG. 7,466,944 - 9,086,524 -
212 Regional Fund III SCS 5,676,471 - - -
Giant Ventures Early Growth II LP 21,921,018 - - -
Revo Capital Fund III C.V. 1,304,372 - - -
Total 83,900,082 49,223,880
Total Financial investments at fair value through
profit or loss
26,865,274,773 29,235,917,808

Notes to the financial statements for the period 1 January - 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

20. FINANCIAL INSTRUMENTS (Continued)

Financial Financial Purchase of
Capital invesment value invesment value financial Net Monetary 30 June
Shares Opening balance reduction increase decrease investments Gain/(Loss) 2025
Non publicly traded 21,956,651,653 - 47,008,722 (529,017,974) - - 21,474,642,401
Türkiye Finans Katılım Bankası A.Ş. 3,181,982,903 - - - - - 3,181,982,903
Flo Mağazacılık ve Paz. A.Ş. 6,353,817,613 - - - - - 6,353,817,613
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 1,929,479,895 - - (529,017,974) - - 1,400,461,921
Polinas Plastik Sanayii ve Tic. A.Ş. 6,401,752,181 - - - - - 6,401,752,181
Azmüsebat Çelik Sanayi ve Ticaret A.Ş. 3,899,381,665 - - - - - 3,899,381,665
Makina Takım Endüstrisi A.Ş. 129,284,635 - 47,008,722 - - - 176,293,357
Gözde Tech Ventures Teknoloji
Yatırımları A.Ş. 48,108,981 - - - - - 48,108,981
Kuveyt Türk Katılım Bankası A.Ş. 12,843,780 - - - - - 12,843,780
Publicly traded 7,230,042,275 - 40,846,174 (1,964,156,159) - - 5,306,732,290
Şok Marketler Tic. A.Ş. 6,748,995,905 - - (1,863,064,516) - - 4,885,931,389
Makina Takım Endüstrisi A.Ş. 112,336,231 - 40,846,174 - - - 153,182,405
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 368,710,139 - - (101,091,643) - - 267,618,496
Other financial assets that are not
traded on the stock exchange / Fund
participation share 49,223,880 (2,717,052) 8,886,879 - 36,597,080 (8,090,705) 83,900,082
Oyster Bay Venture Capital II 3,776,568 - 553,312 - 2,446,595 (539,711) 6,236,764
Esas PE CO- Investments Fund III L.P. 36,360,788 - 4,242,395 - 5,887,670 (5,196,340) 41,294,513
FoodLabs Fund III GmbH & Co. KG. 9,086,524 (2,717,052) 2,878,106 - 574,020 (2,354,654) 7,466,944
212 Regional Fund III SCS - - 1,107,352 - 4,569,119 - 5,676,471
Giant Ventures Early Growth II LP - - 96,585 - 21,824,433 - 21,921,018
Revo Capital Fund III C.V. - - 9,129 - 1,295,243 - 1,304,372
Total 29,235,917,808 (2,717,052) 96,741,775 (2,493,174,133) 36,597,080 (8,090,705) 26,865,274,773

Notes to the financial statements for the period 1 January - 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

20. FINANCIAL INSTRUMENTS (Continued)

Financial Financial Purchase of
Capital invesment value invesment value financial Sale of financial Net Monetary 30 June
Shares Opening balance increase increase decrease investments investments Gain/(Loss) 2024
Non publicly traded 26,810,626,168 1,064,895 40,128,221 (906,813,580) - - - 25,945,005,704
Türkiye Finans Katılım Bankası A.Ş. 2,995,417,533 - - - - - - 2,995,417,533
Flo Mağazacılık ve Paz. A.Ş. 7,434,714,996 - - - - - - 7,434,714,996
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 3,224,955,666 - - (906,813,580) - - - 2,318,142,086
Polinas Plastik Sanayii ve Tic. A.Ş. 8,490,656,032 - - - - - - 8,490,656,032
Azmüsebat Çelik Sanayi ve Ticaret A.Ş. 4,465,294,950 - - - - - - 4,465,294,950
Makina Takım Endüstrisi A.Ş. 136,111,418 - 40,128,221 - - - - 176,239,639
Gözde Tech Ventures Teknoloji
Yatırımları A.Ş. 54,541,364 - - - - - - 54,541,364
Kuveyt Türk Katılım Bankası A.Ş. 8,934,209 1,064,895 - - - - - 9,999,104
Publicly traded 13,494,125,163 - 34,867,663 (978,044,224) - - - 12,550,948,602
Şok Marketler Tic. A.Ş. 12,759,590,584 - - (804,758,482) - - - 11,954,832,102
Makina Takım Endüstrisi A.Ş. 118,268,066 - 34,867,663 - - - - 153,135,729
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 616,266,513 - - (173,285,742) - - - 442,980,771
Other financial assets that are not
traded on the stock exchange / Fund
participation share
2,151,713,330 - 422,822,317 - 26,622,361 (2,329,431,499) (245,104,148) 26,622,361
İstanbul Portföy Yıldız Fund
Participation Shares 2,151,713,330 - 422,822,317 - - (2,329,431,499) (245,104,148) -
Oyster Bay Venture Capital II - - - - 2,032,376 - - 2,032,376
Esas PE CO- Investments Fund III L.P. - - - - 24,589,985 - - 24,589,985
Total 42,456,464,661 1,064,895 497,818,201 (1,884,857,804) 26,622,361 (2,329,431,499) (245,104,148) 38,522,576,667

Notes to the financial statements for the period 1 January - 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

20. FINANCIAL INSTRUMENTS (Continued)

Net Financial Debt Distribution

The net financial debt reconciliation as of 30 June 2025 and 31 December 2024 is as follows:

Financial liabilities 30 June 2025 31 December 2024
Cash and cash equivalents 167,587 140,753
Other receivables from related parties 50,000,000 3,181,005,963
Other payables to related parties - payable within one year (24,165,159) -
Other payables to related parties - payable after one year (867,060,693) (4,164,698,133)
Total (841,058,265) (983,551,417)

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

21. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS

a) Financial risk factors

a1) Credit risk management

Credit risks by types of financial instruments

Receivables
Trade receivables Other receivables
30 June 2025 Related party Other Related party Other 'Deposits in bank
Maximum credit risk exposure as of reporting date
-The part secured by the maximum guarantee, etc.
2,051,104
-
-
50,000,000
-
-
-
-
167,587
-
A. Net book value of financial assets that are not overdue or impaired 2,051,104 -
50,000,000
- 167,587
B. Book value of financial assets whose terms have been renegotiated and would
otherwise be considered overdue or impaired.
- -
-
- -
C. Net book value of overdue but not impaired assets
-Part secured by collateral, etc.
-
-
-
-
-
-
-
-
-
-
D. Net book value of impaired assets
-Overdue (gross book value)
-Impairment (-)
-The part of the net worth secured by colleteral etc.
-Not overdue (gross book value)
-Impairment (-)
-The part of the net worth secured by colleteral etc.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
E. Off-balance sheet items with credit risk - -
-
- -

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

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

Credit risks by types of financial instruments

Receivables
Trade receivables Other receivables
31 December 2024 Related party Other Related party Other 'Deposits in bank
Maximum credit risk exposure as of reporting date
-The part secured by the maximum guarantee, etc.
361,449
-
-
-
3,181,005,963
-
-
-
140,753
-
A. Net book value of financial assets that are not overdue or impaired 361,449 - 3,181,005,963 - 140,753
B. Book value of financial assets whose terms have been renegotiated and would
otherwise be considered overdue or impaired.
- - - - -
C. Net book value of overdue but not impaired assets
-Part secured by collateral, etc.
-
-
-
-
-
-
-
-
-
-
D. Net book value of impaired assets
-Overdue (gross book value)
-Impairment (-)
-The part of the net worth secured by colleteral etc.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-Not overdue (gross book value)
-Impairment (-)
-The part of the net worth secured by colleteral etc.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
E. Off-balance sheet items with credit risk - - - - -

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

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

The Company has no over due receivables as of 30 June 2025 (December 31, 2024: None).

a2) Liquidity risk management

Prudent liquidity risk management refers to holding sufficient cash, availability of sufficient credit transactions and fund resources, and the power to close market positions. The funding risk of current and prospective debt requirements is managed by maintaining the availability of sufficient number of high-quality lenders.

Liquidity risk tables

The table below shows the maturity distribution of the Company's non-derivative financial liabilities. Interests to be paid on liabilities in future periods are also included in the relevant maturities in the table below.

Total cash
outflows pursuant
less than 3
30 June 2025 Book value to the contract months 3-12 months 1-5 years
Trade payables 1,014,518 1,014,518 1,014,518 - -
Other payables (*) 862,771,817 891,225,852 - 24,165,159 867,060,693
Total 863,786,335 892,240,370 1,014,518 24,165,159 867,060,693
31 December 2024 Book value Total cash
outflows pursuant
to the contract
less than 3
months
3-12 months 1-5 years
Trade payables 806,058 806,059 806,059 - -
Other payables (*) 4,222,592,302 4,164,698,133 - - 4,164,698,133
Total 4,223,398,360 4,165,504,192 806,059 - 4,164,698,133

(*) See page 12, 13.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

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

a3) Currency risk management

Transactions in foreign currencies cause exchange rate risk.Currency risk is managed by balancing foreign currency assets and liabilities. In the valuation of the foreign currency balances in the statement of Financial position, the central bank of the Republic of Türkiye buying rates for the assets n and the central bank of the Republic of Türkiye selling rates for the liabilities are used on the date of the statement of financial position.

The distribution of the Company's foreign currency monetary and non-monetary assets and monetary and nonmonetary liabilities as of the date of the statement of financial position is as follows:

30 June 2025
TRY
Currency risk management Equivalent USD EUR
1. Trade receivables - - -
2a. Monetary financial assets 7,186 150 2
6
2b. Non-monetary financial assets - - -
3. Other - - -
4. Current Assets (1+2+3) 7,186 150 2
6
5. Trade receivables - - -
6a. Monetary financial assets - - -
6b. Non-monetary financial assets - - -
7. Other - - -
8. Non-Current Assets(5+6+7) - - -
9. Total Assets (4+8) 7,186 150 2
6
10. Trade payables 24,373 - 522
11. Financial liabilities - - -
12a. Other monetary liabilities (*) - - -
12b. Other non-monetary liabilities - - -
13. Current Liabilities(10+11+12) 24,373 - 522
14. Trade payables - - -
15. Financial liabilities - - -
16a. Other monetary liabilities 867,060,692 21,778,659 -
16b. Other non-monetary liabilities - - -
17. Non-Current Liabilities (14+15+16) 867,060,692 21,778,659 -
18. Total Liabilities (13+17) 867,085,065 21,778,659 522
19. Net foreign currency asset/(liability) position(9-18) (867,077,879) (21,778,509) (496)
20. Monetary items net foreign currency
asset/(liability) position (1+2a+3+5+6a-10-11-12a-14-
15-16a) (867,077,879) (21,778,509) (496)

(*) See page 12.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

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

31 December 2024
TRY
Currency risk management Equivalent USD EUR
1. Trade receivables - - -
2a. Monetary financial assets - - -
2b. Non-monetary financial assets - - -
3. Other - - -
4. Current Assets (1+2+3) - - -
5. Trade receivables - - -
6a. Monetary financial assets - - -
6b. Non-monetary financial assets - - -
7. Other - - -
8. Non-Current Assets(5+6+7)
9. Total Assets (4+8)
-
-
-
-
-
-
10. Trade payables 88,797 - 2,413
11. Financial liabilities - - -
12a. Other monetary liabilities (*) 4,164,698,133 117,833,910 -
12b. Other non-monetary liabilities
13. Current Liabilities(10+11+12) 4,164,786,930 117,833,910 2,413
14. Trade payables - - -
15. Financial liabilities - - -
16a. Other monetary liabilities - - -
16b. Other non-monetary liabilities - - -
17. Non-Current Liabilities (14+15+16) - - -
18. Total Liabilities (13+17) 4,164,786,930 117,833,910 2,413
19. Net foreign currency asset/(liability) position(9-18) (4,164,786,930) (117,833,910) (2,413)
20. Monetary items net foreign currency
asset/(liability) position (1+2a+3+5+6a-10-11-12a-14-
15-16a) (4,164,786,930) (117,833,910) (2,413)

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

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

Sensitivity to currency risk

The Company is exposed to currency risk mainly in US Dollar and Euro.

The table below shows the sensitivity of the Company to 10% increase or decrease in USD and Euro exchange rates, assuming that all other variables remain constant.The 10% rate is the rate used when reporting the exchange rate risk within the Company to the senior managers, and the said rate expresses the possible change expected by the management in the exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items at year-end and shows the effects of 10% change in foreign currency exchange rates at the end of the year. This analysis includes external loans, borrowers and borrowers outside the functional currency.

30 June 2025

Profit / (Loss)
Appreciation of
foreign currency
Depreciation of
foreign currency
In case of 10% appreciation of USD against TRY:
1- USD net asset/liability (*)
2- Amount hedged for the USD risk (-)
(86,705,470)
-
86,705,470
-
3- USD net effect (1+2) (86,705,470) 86,705,470
In case of 10% appreciation of EUR against TRY:
4- EUR net asset/liability
5- Amount hedged for the EUR risk (-)
(2,316)
-
2,316
-
6- EUR net effect (4+5) (2,316) 2,316
Total (86,707,786) 86,707,786

31 December 2024

Profit / (Loss)
Appreciation of Depreciation of
foreign currency foreign currency
In case of 10% appreciation of USD against TRY:
1- USD net asset/liability (*) (416,469,813) 416,469,813
2- Amount hedged for the USD risk (-) - -
3- USD net effect (1+2) (416,469,813) 416,469,813
In case of 10% appreciation of EUR against TRY:
4- EUR net asset/liability (8,880) 8,880
5- Amount hedged for the EUR risk (-) - -
6- EUR net effect (4+5) (8,880) 8,880
Total (416,478,693) 416,478,693

(*) See page 12.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

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

a4) Interest rate risk management

The Company's borrowing at fixed and variable interest rates exposes the Company to interest rate risk. The said risk is managed by the Company by making an appropriate distribution between fixed and variable rate debts through interest rate swap agreements. Hedging strategies are evaluated regularly to ensure that they are consistent with the interest rate expectation and defined risk. It is aimed to establish such an optimal hedging strategy, both to review the position of the balance sheet and to keep interest expenditures under control at different interest rates.

Interest rate sensitivity

Sensitivity analyzes are determined according to the interest rate risk exposed at the reporting date and the anticipated interest rate change at the beginning of the financial year and are kept constant throughout the reporting period.

The interest position table is as follows:

Fixed interest rate financial instruments 30 June 2025 31 December 2024
Other payables to related parties (*) 891,225,852 4,164,698,133

(*) See page 12, 13.

22. FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES)

Fair Value of Financial Instruments

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

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

The discounted cash flow method considers the expected cash flows discounted from the risk adjusted discount rate to the present value of the payment. Expected income forecast earnings before interest depreciation tax ("EBITDA") scenarios are determined by taking into account the probability of cash flow to be provided under each scenario.

Notes to the financial statements for the period 1 January - 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

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

Sensitivity analysis of variables used in valuation of financial investments:

,

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

30 June 2025 31 December 2024
Terminal Growth Terminal Growth
Terminal Discount Rate 1% Discount Rate 1% Terminal Discount Rate 1% Discount Rate 1%
Discount Growth Change Effect +- Change Effect +- Discount Growth Change Effect +- Change Effect +-
Currency Rate (%) Rate (%) (Milllion TRY) (Million TRY) Currency Rate (%) Rate (%) (Milllion TRY) (Million TRY)
Flo Mağazacılık ve Paz. A.Ş. TRY 22,5 - 28,9 10.8 (532)/633 375/(316) TRY 22,5 - 28,9 10.8 (532)/633 375/(316)
Polinas Plastik Sanayii ve Tic. A.Ş.(*) TRY 20,9 - 27,2 10.8 (529)/643 432/(354) TRY 20,9 - 27,2 10.8 (529)/643 432/(354)
Azmüsebat Çelik Sanayi ve Ticaret TRY 26,0 - 32,6 10.8 (261)/298 185/(162) TRY 26,0 - 32,6 10.8 (261)/298 185/(162)
  • The business plans included in the valuation reports of portfolio companies that are not listed on the stock exchange are followed up every quarter by the Company management, and new valuation reports are prepared by independent valuation companies at the end of the year.

  • The sensitivity analysis of the variables used in the valuation of financial investments is calculated based on the Company's shareholding rate in the relevant financial investment.

(*) Polinas Plastik Sanayii ve Tic. A.Ş.'s consolidated value includes the valuations of its subsidiaries, and the data in the sensitivity analysis relates to Polinas Plastik Sanayii ve Tic.A.Ş. which is valued with Level 2 method.

Notes to the financial statements for the period 1 January - 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

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

Fair value
Financial Assets 30 June 2025 31 December 2024 level Valuation method
Non publicly traded 21,474,642,401 21,956,651,653
Türkiye Finans Katılım Bankası A.Ş. 3,181,982,903 3,181,982,903 2 Market Approach, Comparable Banks and Transactions
Flo Mağazacılık ve Paz. A.Ş. 6,353,817,613 6,353,817,613 2 DCF
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 1,400,461,921 1,929,479,895 1 Market Price
Polinas Plastik Sanayii ve Tic. A.Ş. 6,401,752,181 6,401,752,181 2 DCF
Azmüsebat Çelik Sanayi ve Ticaret A.Ş. 3,899,381,665 3,899,381,665 2 DCF
Makina Takım Endüstrisi A.Ş. 176,293,357 129,284,635 1 Market Price
Gözde Tech Ventures Teknoloji Yatırımları A.Ş. 48,108,981 48,108,981 3 Book Value
Kuveyt Türk Katılım Bankası A.Ş. 12,843,780 12,843,780 2 Market Approach, Comparable Banks and Transactions
Publicly traded 5,306,732,290 7,230,042,275
Şok Marketler Tic. A.Ş. 4,885,931,389 6,748,995,905 1 Market Price
Makina Takım Endüstrisi A.Ş. 153,182,405 112,336,231 1 Market Price
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. 267,618,496 368,710,139 1 Market Price
Other financial assets that are not traded on
the stock exchange / Fund participation share 83,900,082 49,223,880
Oyster Bay Venture Capital II GmbH&Co.KG 6,236,764 3,776,568 3 Net Asset Value
Esas PE CO- Investments Fund III L.P. 41,294,513 36,360,788 3 Net Asset Value
FoodLabs Fund III GmbH & Co. KG 7,466,944 9,086,524 3 Net Asset Value
212 Regional Fund III SCS 5,676,471 - 3 Net Asset Value
Giant Ventures Early Growth II LP 21,921,018 - 3 Net Asset Value
Revo Capital Fund III C.V. 1,304,372 - 3 Net Asset Value
Total 26,865,274,773 29,235,917,808

Notes to the financial statements for the period 1 January - 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

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

Financial liabilities
Financial assets at presented at
Assets presented at fair value through amortized
30 June 2025 amortized cost profit/(loss) cost Book value Note
Financial Assets
Cash and cash equivalents 167,587 - - 167,587 5
Other receivables - - 50,000,000 50,000,000 6.8
- Other receivables from related parties - - 50,000,000 50,000,000 6.8
Assets at fair value through profit or loss - 26,865,274,773 - 26,865,274,773 2
0
Financial Liabilities
Trade payables - - 1,014,518 1,014,518 7
- Trade payables to related parties - - 145,320 145,320 6.7
- Trade payables to non-related parties - - 869,198 869,198 7
Other payables - - 891,225,852 891,225,852 6.8
- Other payables to related parties - - 891,225,852 891,225,852 6.8

Notes to the financial statements for the period 1 January - 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

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

Assets presented at Financial assets at
fair value through
Financial liabilities
presented at
31 December 2024 amortized cost profit/(loss) amortized Book value Note
Financial Assets
Cash and cash equivalents 140,753 - - 140,753 5
Other receivables - - 3,181,005,963 3,181,005,963 6.8
- Other receivables from related parties - - 3,181,005,963 3,181,005,963 6.8
Assets at fair value through profit or loss - 29,235,917,808 - 29,235,917,808 2
0
Financial Liabilities
Trade payables - - 806,059 806,059 7
- Trade payables to related parties - - 137,158 137,158 6.7
- Trade payables to non-related parties - - 668,901 668,901 7
Other payables - - 4,164,698,133 4,164,698,133 6.8
- Other payables to related parties - - 4,164,698,133 4,164,698,133 6.8

Notes to the financial statements for the period 1 January - 30 June 2025 (Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

23. EVENTS AFTER THE BALANCE SHEET DATE

None.

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

The information given in the additional footnote regarding the control of compliance with the portfolio limitations, financial debt and total expense limit is in the nature of summary information derived from the financial statements in accordance with the "Communiqué on Financial Reporting in the Capital Markets" and has been prepared within the framework of the provisions of the "Communiqué on Principles Regarding Venture Capital Investment Companies" numbered III-48.3 published in the Official Gazette dated October 9, 2013 and numbered 28790, regarding the control of compliance with portfolio limitations, financial debt and total expense limit.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

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

ADDITIONAL NOTE: PORTFOLIO LIMITATIONS, FINANCIAL DEBT AND TOTAL EXPENSE AMOUNTS
Solo Financial Statement Main Account Items Relevant Regulation
in the Communiqué
Current Period
(TRY)
30.06.2025
Previous Period
(TRY)
31.12.2024
A Money and Capital Market Instruments Art.20/1 – (b) 420,968,488 481,187,123
B Venture Capital Investments(*) Art.20/1 – (a) 26,329,408,153 28,673,420,990
C Subsidiaries in Portfolio Management Company and Consulting Company Art.20/1 – (d) and (e ) - -
D Other Assets - -
E Total Assets Art.3/1-(a) 26,918,793,765 32,525,789,720
F Financial Liabilities Art.29 891,225,852 4,164,698,133
G Provisions, Contingent Assets and Liabilities (Pledging, Collateral and Mortgages) Art.20/2 – (a) 440,000 513,365
H Shareholders Equity 26,013,808,765 28,351,481,341
I Other Liabilities - -
E Total Liabilities Art.3/1-(a) 26,918,793,765 32,525,789,720
(*) At the CMB meeting dated 26.12.2019 and numbered 76/1680, it was resolved that all shares of venture capital investment trusts that remain in the portfolio of the venture capital investment
trusts as a result of the public offering of the venture capital companies in the portfolio of the venture capital investment trusts (excluding the shares acquired after the shares of the publicly
traded venture capital company started to be traded on the stock exchange) shall be accepted as venture capital investment within the scope of Article 21 of the Communiqué and within this
framework, it was decided that these will not to take into account in the calculations regarding the portfolio limitations set out in subparagraphs (c) and (f) of the first paragraph of Article
22 of the Communiqué, and the Resolution on the Principle was published in the CMB Bulletin No. 2019/71 of the same date. Within this framework, Şok Marketler Tic. A.Ş. shares and
Penta Teknoloji Ürünleri Dağıtım ve Tic. A.Ş., except for the shares acquired within the framework of price stabilization transactions, are shown as venture capital investment in the
calculations regarding portfolio limitations.
ADDITIONAL NOTE: CONTROL OF COMPLIANCE WITH PORTFOLIO LIMITATIONS, FINANCIAL DEBT AND TOTAL EXPENSE LIMITS (Continued)

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

Solo Financial Statement Other Account Items Relevant Regulation
in the Communiqué
Current Period
(TRY)
30.06.2025
Previous Period
(TRY)
31.12.2024
A1 Investment in Capital Market Instruments and Transactions
1. Makina Takım Endüstrisi A.Ş.
2. Penta Teknoloji Ürün.Dağ.Tic.A.Ş.
Art.20/1 – (b) 420,800,901 481,046,370
A2 TRY and Foreign Currency Time-Demand Deposits / Special Current-Participation Account Art.20/1 – (b) 167,587 140,753
B1 Collective Investment Institution Established Abroad Art.21/3 – ( c ) - -
B1-1 Companies Residing Abroad and Not Listed On The Stock Exchange and With A Potential For
Development (**)
Art.21/3 – ( c ) 115,065,719 81,450,448
B2 Debt and Capital Financing Art.21/3 – (f) - -
B3 Non-Exchange Shares of Publicly Traded Venture Companies Art.21/3 – ( e ) 176,293,357 129,284,635
B4 Special Purpose Company Art.21/3 – (g) - -
C1 Participation in Portfolio Management Company Art.20/1 – ( e) - -
C2 Participation in the Consulting Company Art.20/1 – (d) - -
F1 Short-Term Loans Art.29/1 - -
F2 Long-Term Loans Art.29/1 - -
F3 Short-Term Borrowing Instruments Art.29/1 - -
F4 Long-Term Borrowing Instruments Art.29/1 - -
F5 Other Short Term Financial Liabilities Art.29/1 24,165,159 -
F6 Other Long Term Financial Debts Art.29/1 867,060,693 4,164,698,133
G1 Pledges Art.20/2 – (a) - -
G2 Guarantees Art.20/2 – (a) 440,000 513,365
G3 Mortgages Art.20/2 – (a) - -
I Outsourced Expenses Art.26/1 36,129,780 157,359,316

(**) Within the scope of Article 20 of the Communiqué on Principles Regarding Venture Capital Investment Trusts numbered III-48.3, venture capital investment trusts can only invest in companies residing abroad and not listed on the stock exchange and with a potential for development, up to a maximum of 10% of their total assets, within the scope of assets other than venture capital investments and not included in venture capital investment restrictions. The investments made by the Company to Oyster Bay Venture Capital II GmbH & Co. KG., Esas PE CO-Investments Fund III L.P., FoodLabs Fund III GmbH & Co. KG, 212 Regional Fund III SCS, Giant Ventures Early Growth II LP and Revo Capital Fund III C.V. and the investments made by Gözde Tech Ventures Teknoloji Yatırımları A.Ş. to Ember Technologies Inc, Ember Lifesciences, Inc. and Paragon Flavors, Inc is listed as an investment other than venture capital investments within the scope of the above-mentioned provision.

Notes to the financial statements for the period 1 January – 30 June 2025

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of 30 June 2025 based on purchasing power)

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

PORTFOLIO LIMITATIONS, FINANCIAL DEBT AND TOTAL
EXPENSE LIMIT CONTROL TABLE:
FOR THE COMPANIES THAT OFFER THEIR SHARES TO THE
PUBLIC
Portfolio Limitations Relevant
Regulation in the
Communiqué
Formula Current
Period (TRY)
30.06.2025
Previous Period
(TRY)
31.12.2024
Minimum/
MaximumRatio
1 Money and capital market instruments Art.22/1 – (b) A/E 1.56% 1.48% ≤ %49
2 Capital market instruments Art.22/1 – ( c) ≤ %10
1. Makina Takım Endüstrisi A.Ş. A1/E 0.57% 0.35%
2.Penta Teknoloji Ürün.Dağ.Tic.A.Ş. A1/E 0.99% 1.13%
3 Venture capital investments(*) Art.22/1 – (b) B/E 97.81% 88.16% ≥ %51
4 Subsidiaries in the portfolio management company and consulting company Art.22/1 – (ç) C/E - - ≤ %10
5 Collective investment institution established abroad Art.22/1-( e) B1/E - - ≤ %49
Companies Residing Abroad and Not Listed On The Stock Exchange and
With A Potential For Development (**)
B1-1/E 0.43% 0.25% ≤ %10
6 Debt and capital financing Art.22/1-(h) B2/E - - ≤ %25
7 Non-exchange shares of publicly traded venture companies Art.22/1-(f) B3/E 0.65% 0.40% ≤ %25
8 TRY and foreign currency time-demand deposits / special current
participation account
Art.22/1-(ı) A2/E 0.00% 0.00% ≤ %20
9 Nominal value of short-term financial liabilities and debt instruments Art.29 (F1+F3+F5)/H 0.09% 0.00% ≤ %50
1
0
Nominal value of long-term financial liabilities and debt instruments Art.29 (F2+F4+F6)/H 3.33% 14.69% ≤ %200
1
1
Pledge, collateral and mortgages Art.22/1 – (d) (G1+G2+G3)/E 0.00% 0.00% ≤ %10
1
2
Outsourced Expenses Art.26/1 I/E 0.13% 0.48% ≤ %2,5

(*) See page 41.

(**) See page 42.

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